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EXHIBIT 3(ii).11
BURNHAM PACIFIC PROPERTIES, INC.
(the "Corporation")
AMENDMENT TO BYLAWS
On October 16, 2000, the Board of Directors of the Corporation amended
the Bylaws of the Corporation by:
Deleting therefrom ARTICLE II, Section 2 in its entirety and inserting
the following in lieu thereof:
"Section 2. ANNUAL MEETING. An annual meeting of the stockholders
for the election of directors and the transaction of any business within the
powers of the Corporation properly brought before the meeting shall be held
on the fifth Thursday of November each year, or on such other date set by the
Board of Directors, if any, which is not more than fifteen days prior to or
after such fifth Thursday of November, and at such time as shall be fixed by
the Board of Directors."