<PAGE>
Exhibit 3(ii).5
BURNHAM PACIFIC PROPERTIES, INC.
(the "Corporation")
AMENDMENT TO BYLAWS
On August 14, 2000, the Board of Directors of the Corporation amended
the Bylaws of the Corporation by:
Deleting therefrom the second sentence of ARTICLE II, Section 13(a)(2)
in its entirety and inserting the following in lieu thereof:
"To be timely, a stockholder's notice shall be delivered to
the secretary at the principal executive offices of the Corporation not
later than the close of business on the 50th day nor earlier than the
close of business on the 90th day prior to the first anniversary of the
preceding year's annual meeting; provided however, that in the event
that the date of the annual meeting is advanced by more than 30 days or
delayed by more than 60 days from such anniversary date or if the
Corporation has not previously held an annual meeting, notice by the
stockholder to be timely must be so delivered not earlier than the
close of business on the 90th day prior to such annual meeting and not
later than the close of business on the later of the 50th day prior to
such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made by the
Corporation."
6
