HOME PROPERTIES OF NEW YORK INC
S-3, 1999-12-03
REAL ESTATE INVESTMENT TRUSTS
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    As filed with the Securities and Exchange Commission on December 3, 1999

                                              Registration No. 333-

                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    Form S-3
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             ----------------------

                        HOME PROPERTIES OF NEW YORK, INC.
               (Exact name of registrant as specified in charter)
                            ------------------------
       Maryland                                       16-1455126
   (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)               Identification No.)

                               850 Clinton Square
                            Rochester, New York 14604
                                 (716) 546-4900
                        (Address, including zip code, and
                    telephone number, including area code, of
                    registrant's principal executive offices)
                               -------------------
                             Ann M. McCormick, Esq.
                  Vice President, Secretary and General Counsel
                        Home Properties of New York, Inc.
                               850 Clinton Square
                            Rochester, New York 14604
                                 (716) 246-4105

                       (Name, address, including zip code,
                      and telephone number, including area
                           code, of agent for service)
                               -------------------
                                   Copies to:
                           Deborah McLean Quinn, Esq.
                               Nixon Peabody LLP
                               900 Clinton Square
                            Rochester, New York 14604
                                 (716) 263-1307
                                ----------------
     Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.

         If only securities being registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the
following
box. / /

         If any of the securities being registered on this Form are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under
the Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /x/

         If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list  the  Securities  Act  registration  statement  number
of the earlier registration statement for the same offering. / /

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier registration
statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

                         CALCULATION OF REGISTRATION FEE

Title of Each                        Proposed         Proposed         Amount
Class of                Amount to    Maximum          Maximum          of
Securities              to be        Offering Price   Aggregate        Registra-
Registered              Registered   Per Share (1)    Offering Price   tion Fee

Common Stock
par value $.01        5,832,174 sh.  $ 25.0625      $146,168,861       $38,589

(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933 and based upon the prices
reported on the New York Stock Exchange on November 26, 1999 of $25.0625.

         The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its  effective  date until the
Registrant shall file a further amendment which specifically  states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities  Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.








<PAGE>





PROSPECTUS                       5,832,174 Shares
                        HOME PROPERTIES OF NEW YORK, INC.
                                  COMMON STOCK
                                ($.01 par value)
                               -------------------
         All of the shares of the common stock, par value $.01 per share of
Home Properties of New York, Inc. offered hereby are being offered by the
Selling Shareholders of Home Properties.  See  "Selling Shareholders."  We will
not receive any proceeds from the sale of the shares offered hereby.  The
Common Stock is listed on the New York Stock Exchange under the symbol "HME".
On November 26, 1999, the closing price of the common stock on the New York
Stock  Exchange was $25.0625 per share.
                                 ---------------

      An investment in the common stock involves risk.  See the "Risk Factors"
referred to on page 1.

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
 PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.

                                  ----------
                The date of this Prospectus is December __, 1999





<PAGE>
                               TABLE OF CONTENTS

SECTION                                                     PAGE

Where you can find more information                           i
Special Note regarding forward looking information            i
The Company                                                   1
Use of Proceeds                                               1
Risk Factors                                                  1
Description of Capital Stock                                  2
Federal Income Tax Considerations                             7
ERISA Considerations                                         23
Selling Shareholders                                         24
Plan of Distribution                                         27
Legal Matters                                                27
Experts                                                      27


                      WHERE YOU CAN FIND MORE INFORMATION

      We file annual, quarterly and special reports, proxy statements and other
information with the SEC.  You may read and copy reports, statements or other
information at the SEC's public reference rooms in Washington D.C., New York,
New York or Chicago, Illinois.  Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms.  Our SEC filings are also
available to the public from commercial document retrieval services and at the
web site maintained by the SEC at HTTP://www.SEC.GOV.  You can also review
copies of our SEC filings at the offices of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York  10005.

      We have filed with the SEC a registration statement on Form S-3 to
register the securities.  This prospectus is part of that registration
statement and, as permitted by the SEC's rules, does not contain all the
information set forth in the registration statement.  For further information
you may refer to the registration statement and to the exhibits and schedules
filed as part of the registration statement.  You can review and copy the
registration statement and its exhibits and schedules at the public reference
facilities maintained by the SEC as described above.  The registration
statement, including its exhibits and schedules, is also available on the SEC's
web site.

      The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents.  The information incorporated by reference is
considered to be part of this prospectus and the information that we file with
the SEC later will automatically update and supersede this information.  We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934:

- -           Annual Report on Form 10-K for the fiscal year ended December 31,
            1998;
- -           Quarterly Reports on Form 10-Q for the quarterly periods ended
            March 31, 1999, June 30, 1999 and September 30, 1999;
- -           Current Reports on Form 8-K and Form 8-K/A dated July 2, 1999, July
            29, 1999, July 30, 1999, October 5, 1999 and November 12, 1999; and
- -           The description of the common stock contained in our registration
            statement on Form 8-A filed under Section 12 of the Securities
            Exchange Act, including all amendments and reports filed for the
            purpose of updating that description.

You may request a copy of these filings, at no cost, by writing or telephoning
us at:  Home Properties of New York, Inc., Attention:  Ann M. McCormick,
Secretary, 850 Clinton Square, Rochester, New York  14604; telephone number
(716) 546-4900.

YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR PROVIDED
IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT.  WE HAVE NOT AUTHORIZED ANYONE
ELSE TO PROVIDE YOU WITH DIFFERENT OR ADDITIONAL INFORMATION.  YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS
OF ANY DATE OTHERTHAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in this prospectus or in the information
incorporated by reference may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.  Such
information may involve known and unknown risks, uncertainties and other
factors that may cause our actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.





<PAGE>


                                   THE COMPANY

      Home Properties is a fully integrated, self-managed  real estate
investment  trust which operates 292 communities containing 45,475 apartment
units.  Of these, 33,807 units in 126 communities are wholly owned directly or
indirectly by the Company, 7,710 units are partially owned and managed by the
Company as general partner, and 3,958 units are managed for other owners. The
communities are located  throughout the Northeastern quadrant of the United
States, including New York, Michigan, New Jersey, Pennsylvania, Maryland,
Illinois, Maine, Virginia, Connecticut, Indiana, Delaware and Ohio.  Home
Properties also manages 1.7 million square feet of  commercial  space.

      Home Properties conducts substantially all of its business and  owns  all
of its properties through Home Properties of New York, L.P. (the  "Operating
Partnership"), of which the Company is the general partner. The Company is also
the sole shareholder of Home Properties Trust (the "QRS"), a Maryland real
estate trust, which is a limited partner of the Operating Partnership, and
various affilites of the Company and the Operating Partnership. To comply with
certain technical requirements of the Internal Revenue Code, the Operating
Partnership carries out portions of its property management and development
activities through management companies beneficially owned by the Operating
Partnership or controlled by one or more officers of Home Properties  (the
"Management Companies")

         The Company's executive offices are located at 850 Clinton Square,
Rochester, New York 14604. Its telephone number is (716) 546-4900.


                                 USE OF PROCEEDS

         The Company will not receive any cash proceeds as a result of this
offering. The Company will, however, acquire additional partnership units in
the Operating Partnership in exchange for the shares of Common Stock issued
to the Selling Shareholders which are being sold hereunder.  See "Selling
Shareholders" below.

                                    RISK FACTORS

      An investment in the Common Stock involves certain risks.  You should
review the information set forth under the heading "Risk Factors" in the
Prospectus Supplement, dated June 16, 1998, filed as part of our Registration
Statement on Form S-3 (No. 333-52601), filed with the Securities and Exchange
Commission on May 14, 1998.









                                          1





<PAGE>



                          DESCRIPTION OF CAPITAL STOCK

GENERAL

         The authorized capital stock of Home Properties consists of 80 million
shares of Common Stock, par value $.01 per share ("Common  Stock"),  10 million
shares of excess  stock ("Excess  Stock"), par value $.01 per share, and 10
million shares of preferred stock ("Preferred Stock"), par value $.01 per
share. The following summary description of the Common Stock and the Preferred
Stock sets forth certain general terms and conditions of the capital stock of
Home Properties.  The descriptions below do not purport to be complete and are
qualified entirely by reference to Home Properties' Articles of Amendment and
Restatement of Articles of Incorporation, as amended ("Articles of
Incorporation").

COMMON STOCK

         All shares of Common Stock offered will be duly authorized, fully
paid, and nonassessable.  Holders of the Common Stock will have no conversion,
redemption,  sinking fund or preemptive rights;  however, shares of Common
Stock will automatically convert into shares of Excess Stock as described
below.  Under the Maryland  General  Corporation Law ("MGCL"),  stockholders
are generally not liable for Home Properties' debts or obligations, and the
holders of shares will not be liable for further calls or assessments by Home
Properties.  Subject to the provisions of Home Properties' Articles of
Incorporation regarding Excess Stock  described  below, all shares of Common
Stock have equal dividend, distribution, liquidation and other rights and
will have no preference or exchange rights.

         Subject to the right of any holders of Preferred Stock to receive
preferential distributions, the holders of the shares of Common Stock will be
entitled to receive distributions in the form of dividends if and when declared
by the Board of  Directors of Home  Properties  out of funds  legally
available therefor, and, upon liquidation of Home Properties, each outstanding
share of Common Stock will be entitled to participate pro rata in the assets
remaining after payment of, or adequate  provision for, all known debts and
liabilities of Home Properties, including debts and liabilities arising out of
its status as general partner of the Operating Partnership, and any liquidation
preference of issued and outstanding  Preferred  Stock.  Home Properties
intends to continue paying quarterly distributions.

      The holder of each outstanding share of Common Stock will be entitled
to one vote on all matters presented to stockholders for a vote, subject to the
provisions of Home Properties' Articles of Incorporation regarding Excess Stock
described  below. As described below, the Board of Directors of Home Properties
may, in the future, grant holders of one or more series of Preferred Stock the
right to vote with respect to certain matters when it fixes the attributes of
such series of Preferred Stock.  Pursuant to the MGCL, Home Properties cannot
dissolve, amend its  charter, merge another entity, sell all or substantially
all its assets,  engage in a share  exchange or engage in similar transactions
unless such action is approved by stockholders holding a majority of the
outstanding shares entitled to vote on such matter.  In addition, the Second
Amended and Restated Partnership Agreement of the Operating Partnership, as
amended (the "Partnership Agreement") requires that any merger or sale of all
or substantially all of the assets of Operating Partnership be approved by
partners holding a majority of the outstanding Units, excluding Operating
Partnership Units held by Home Properties.  Home Properties' Articles of
Incorporation provide that its Bylaws may be amended by its Board of Directors.

         The holder of each outstanding share of Common Stock will be entitled
to one vote in the election of directors who serve for terms of one year.
Holders of the shares of Common Stock will have no right to cumulative voting
for the election of directors.  Consequently, at each annual meeting of
stockholders,  the holders of a majority of the shares entitled to vote in the
election of directors will be able to elect all of the directors.  Directors
may be removed only for cause and only with the affirmative vote of the holders
of a majority of the shares entitled to vote in the election of directors.  The
State Treasurer of the State of Michigan, as custodian of various public
employee retirement systems (the "Michigan Retirement System") owns the Class A
interest in the Operating Partnership which is, under certain circumstances,
convertible into 1,666,667 shares of Common Stock (subject to adjustment).
Under the purchase agreement with respect to that Class A interest, the
Michigan Retirement System has the right to nominate one person to stand for
election to the Home Properties' Board of Directors.  If the preferred return
on the Class A interest is not paid by the Operating Partnership, the Michigan
Retirement System may nominate additional directors.  The Michigan Retirement
System also owns a substantial number of shares of Common Stock.

PREFERRED STOCK

         Preferred Stock may be issued from time to time, in one or more
series, as  authorized  by the  Board of  Directors  of Home  Properties.
The Board of Directors will fix the attributes of any Preferred Stock that
it authorizes for issuance.  Because the Board of Directors has the power
to establish the preferences and rights of each series of Preferred Stock,
it may afford the holders of any series of Preferred Stock preferences,
powers and rights, voting or otherwise, senior to the rights of holders of
shares of Common Stock.  The issuance of Preferred Stock could have the effect
of delaying or preventing a change in control of Home Properties.

         Upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of Home Properties, then, before any distribution or payment
shall be made to the holders of any shares of Common Stock, any Excess Shares
or any other class or series of capital stock of Home Properties  ranking
junior to any outstanding Preferred  Stock  in the distribution of assets
upon any liquidation, dissolution or winding up of Home Properties, the holders
of shares of each series of Preferred  Stock shall be entitled to receive out
of assets of Home Properties legally available for distribution to shareholders
liquidating distributions  in the amount of the  liquidation  preference per
share,  plus an amount equal to all dividends accrued and unpaid thereon
(which  shall not include any accumulation in respect of unpaid dividends for
prior dividend periods if such shares of Preferred Stock do not have
cumulative dividend).  After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of shares of Preferred
Stock will have no right or claim to any of the remaining assets of Home
Properties. In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of Home Properties
are insufficient to pay the amount of the liquidating distributions on all
outstanding shares of Preferred Stock and the corresponding amounts payable on
all shares of other  classes or series of capital stock of Home Properties
ranking on a parity with such shares of Preferred Stock in the distribution
of assets, then the holders of such shares of Preferred Stock and all other
such classes or series of capital stock shall share ratably in any such
distribution of assets in proportion to the full liquidating distributions to
which they would otherwise be respectively entitled.

      Home Properties expects to file Articles Supplementary to its Articles of
Incorporation to create a series of preferred stock designated as "Series A
Convertible Preferred Stock" which is expected to have substantially the same
rights, privileges and preferences as the Class A limited partnership interest
in the Operating Partnership currently held by the State of Michigan Retirement
System.  Once the Series A Convertible Preferred Stock is created, Home
Properties expects that the State of Michigan Retirement System will exchange
its Class A Limited Partnership interest for 1,666,667 shares of the Series A
Convertible Preferred Stock.

      On September 30, 1999, Home Properties issued 2,000,000 shares of its
newly authorized Series B Convertible Cumulative Preferred Stock in a private
placement.  The Articles Supplementary to the Articles of Incorporation
establishing the Series B Convertible Cumulative Preferred Stock sets forth the
rights, privileges and preferences of that stock.  The Series B Stock is junior
to the right of payment to the Series A Convertible Preferred Stock, is
entitled to a liquidation preference of $25.00 per shares and dividends equal
to the greater of the dividends payable on the Common Stock, or 8.36% of the
liquidation preference (or $2.09 per share) each year.  Upon the occurrence of
certain events, the dividends on the Series B Convertible Cumulative Preferred
Stock increase, the stock may be subject to a mandatory offer of redemption by
Home Properties at a premium and the holders may be entitled to elect two
directors to the Board of Directors of Home Properties.  The Series B Preferred
Stock is convertible into Common Stock on a one-for-one basis, subject to
adjustment.

RESTRICTIONS ON TRANSFER

         OWNERSHIP LIMITS.  Home Properties' Articles of Incorporation contain
certain  restrictions on the number of shares of capital stock that
stockholders may own. For Home Properties to qualify as a REIT under the Code,
no more than 50% in value of its outstanding shares of capital stock may be
owned, directly or indirectly, by five or fewer individuals (as defined in
the Code to include certain entities) during the last half of a taxable year or
during a proportionate part of a shorter taxable year.  The capital stock must
also be beneficially owned by 100 or more persons during at least 335 days of a
taxable year or during a proportionate  part of a shorter  taxable  year.
Because Home Properties expects to continue to qualify as a REIT, its Articles
of Incorporation contain restrictions on the ownership and transfer of shares
of its capital stock intended to ensure compliance with these requirements.

         Subject to certain exceptions specified in the Articles of
Incorporation, no holder may own, or be deemed to own by virtue of the
attribution provisions of the Code, more than 8.0% (the  "Ownership Limit") of
the value of the issued and outstanding shares of capital stock of Home
Properties. Certain entities, such as qualified pension plans, are treated as
if their beneficial owners were the holders of the Common Stock held by such
entities. Stockholders ("Existing Holders") whose holdings exceeded the
Ownership Limit immediately after Home Properties' initial public offering of
its Common Stock, assuming that all Units of the Operating  Partnership are
counted as shares of Common Stock, are permitted to continue to hold the number
of shares they held on such date and may acquire additional shares of capital
stock upon (i) the exchange of Units for Shares, (ii) the  exercise of stock
options  or receipt of grants of shares of  capital  stock  pursuant  to a
stock benefit plan, (iii) the acquisition  of shares of capital stock  pursuant
to a dividend  reinvestment  plan, (iv) the transfer of shares of capital stock
from another  Existing Holder or the estate of an Existing Holder by devise,
gift or otherwise,  or (v) the  foreclosure  on a pledge  of shares  of
capital stock; provided,  no such acquisition may cause any Existing Holder to
own, directly or by attribution,  more than 17.5% (the "Existing Holder Limit")
of the issued and outstanding  Shares,  subject to certain additional
restrictions.  The Board of Directors of Home  Properties  may increase or
decrease the Ownership Limit and Existing  Holder  Limit from time to time,
but may not do so to the extent that after giving effect to such increase or
decrease (i) five  beneficial owners of Shares could  beneficially own in the
aggregate more than 49.5% of the aggregate value of the outstanding capital
stock of Home Properties or (ii) any beneficial owner of capital  stock would
violate the  Ownership  Limit or Existing Holder Limit as a result of a
decrease.  The Board of Directors may waive the Ownership Limit or the
Existing  Holder  Limit with  respect  to a holder if such  holder provides
evidence  acceptable  to the Board of  Directors  that  such  holder's
ownership will not jeopardize Home Properties' status as a REIT.

         Any  transfer  of   outstanding capital stock of Home Properties
("Outstanding  Stock") that would (i) cause any holder, directly or by
attribution,  to own capital stock having a value in excess of the Ownership
Limit or Existing  Holder  Limit, (ii) result in shares of capital stock other
than Excess Stock, if any, to be owned by fewer than 100 persons, (iii) result
in Home Properties being closely held within the meaning of section 856(h) of
the Code, or (iv) otherwise prevent Home Properties from satisfying any
criteria necessary for it to qualify as a REIT, is null and void, and the
purported  transferee acquires no rights to such Outstanding Stock.

         Outstanding Stock owned by or attributable to a stockholder or shares
of Outstanding Stock  purportedly  transferred to a stockholder which cause
such stockholder or any other stockholder to own shares of capital stock in
excess of the Ownership Limit or Existing Holder Limit will automatically
convert into shares of Excess Stock.  Such Excess Stock will be transferred
by operation of law to a  separate trust, with Home Properties acting as
trustee, for the exclusive benefit of the person or persons to whom such
Outstanding Stock may be ultimately transferred without violating the
Ownership Limit or Existing Holder Limit.  Excess Stock is not treasury stock,
but rather constitutes a separate class of issued and outstanding stock of
Home Properties. While the Excess Stock is held in trust,  it will not be
entitled to vote, will not be considered for purposes of any stockholder vote
or the determination of a quorum for such vote and will not be entitled to
participate in dividends or other distributions.  Any record owner or
purported  transferee of  Outstanding  Stock which has converted
into Excess Stock (the "Excess  Holder") who receives a dividend or
distribution prior to the discovery by Home Properties that such Outstanding
Stock has been converted into Excess Stock must repay such dividend or
distribution upon demand. While Excess Stock is held in trust, Home Properties
will have the right to purchase it from the trust for the lesser of (i) the
price paid for the Outstanding Stock which converted into Excess Stock by the
Excess Holder (or the market value of the Outstanding Stock on the date of
conversion if no consideration was given for the Outstanding Stock)or (ii)
the market price of shares of capital stock equivalent to the Outstanding
Stock which converted into Excess Stock (as determined in the manner set
forth in the Articles of Incorporation) on the date Home Properties exercises
its option to purchase.  Home Properties must exercise this right within the
90-day period  beginning on the date on which it receives written notice of
the transfer or other event resulting in the conversion of Outstanding Stock
into Excess Stock.  Upon the liquidation of Home Properties,  distributions
will be made with respect to such Excess Stock as if it consisted of the
Outstanding Stock from which it was converted.

         Any Excess Holder, with respect to each trust created upon the
conversion of Outstanding Stock into Excess Stock, may designate any individual
as a beneficiary of such trust; provided, such person would be permitted to own
the Outstanding  Stock which converted into the Excess Stock held by the trust
under the Ownership Limit or Existing Holder Limit and the consideration paid
to such Excess Holder in exchange for designating such person as the
beneficiary is not in excess of the price paid for the Outstanding Stock
which converted into Excess Stock by the Excess Holder (or the market value of
the Outstanding Stock on the date of conversion if no consideration was given
for the Outstanding Stock). Home Properties' redemption right must have expired
or been waived prior to such designation.  Immediately upon the designation of
a permitted beneficiary, the Excess Stock, if any, will automatically convert
into shares of the Outstanding Stock from which it was converted and Home
Properties as trustee of the trust will transfer such shares, if any, and any
proceeds from redemption or liquidation to the beneficiary.

         If the restrictions on ownership and transfer, conversion provisions
or trust arrangements in Home Properties' Articles of Incorporation are
determined to be void or invalid by virtue of any legal decision, statute,
rule or regulation,  then the Excess Holder of any Outstanding Stock that
would have converted into shares of Excess Stock if the conversion provisions
of the Articles of Incorporation  were enforceable and valid shall be deemed
to have acted as an agent on behalf of Home Properties in acquiring such
Outstanding Stock and to hold such Outstanding Stock on behalf of Home
Properties unless Home Properties waives its right to this remedy.

         The foregoing ownership and transfer limitations may have the effect
of precluding acquisition of control of Home Properties without the consent of
its Board of Directors.  All certificates representing shares of capital stock
will bear a legend referring to the restrictions described above.  The
foregoing restrictions on transferability and ownership will not apply if the
Board of Directors determines, and the stockholders concur, that it is no
longer in the best interests of Home Properties to attempt to qualify, or to
continue to qualify,  as a REIT. Approval of the limited partners of the
Operating Partnership to terminate REIT status is also required.

         OWNERSHIP REPORTS.  Every owner of more than 5% of the issued and
outstanding shares of capital stock of Home Properties must file a written
notice with Home Properties containing the information specified in the
Articles of Incorporation no later than January 31 of each year.  In addition,
each stockholder shall, upon demand, be required to disclose to Home
Properties in writing such information  as Home Properties may request in
order to determine the effect of such stockholder's  direct, indirect and
attributed  ownership of shares of capital stock on Home Properties' status
as a REIT or to comply with any requirements of any taxing authority or
other governmental agency.

CERTAIN OTHER PROVISIONS OF MARYLAND LAW AND CHARTER DOCUMENTS

         The following discussion summarizes certain provisions of MGCL and
Home Properties' Articles of Incorporation and Bylaws. This summary does not
purport to be complete  and is subject to and  qualified in its entirety by
reference to the Articles of Incorporation and Bylaws,  copies of which are
filed as exhibits to the Registration  Statement of which this Prospectus
constitutes a part. See "Additional Information."

         LIMITATION  OF LIABILITY AND INDEMNIFICATION.   The Articles of
Incorporation and Bylaws limit the liability of directors and officers to Home
Properties and its stockholders to the fullest extent permitted from time to
time by the MGCL and  require  Home  Properties to indemnify its directors,
officers and certain other parties to the fullest extent permitted from time
to time by the MGCL.

         BUSINESS COMBINATIONS.  Under the MGCL, certain "business
combinations" (including a merger, consolidation, share exchange or, in certain
circumstances, an asset transfer or issuance or reclassification of equity
securities) between a Maryland  corporation and any person who beneficially
owns 10% or more of the voting power of the outstanding  voting stock of the
corporation or an affiliate or associate of the corporation who, at any time
within the two-year period immediately prior to the date in question, was the
beneficial owner, directly or indirectly,  of 10% or more of the voting power
of the  then-outstanding voting stock of the corporation (an "Interested
Stockholder") or an affiliate thereof, are prohibited for five years after
the most recent date on which the Interested Stockholder became an Interested
Stockholder.  Thereafter, in addition to any other required vote, any such
business combination must be recommended by the board of directors of such
corporation and approved by the affirmative vote of at least (i) 80% of the
votes entitled to be cast by holders of outstanding shares of voting stock
of the corporation, voting together as a single voting group, and (ii)
two-thirds of the votes entitled to be cast by holders of voting stock of
the corporation (other than voting stock held by the Interested Stockholder
who will, or whose affiliate will, be a party to the business
combination or by an affiliate or associate  of the  Interested  Stockholder)
voting together as a single voting group. The extraordinary voting provisions
do not apply if, among other things, the  corporation's stockholders receive a
price for their shares determined in accordance with the MGCL and the
consideration is received in cash or in the same form as  previously paid by
the Interested Stockholder for its shares. These provisions of the MGCL do not
apply, however, to business combinations that are approved or exempted by the
board of directors of the corporation prior to the time that the Interested
Stockholder becomes an Interested Stockholder. The Articles of Incorporation of
Home Properties contain a provision exempting from these provisions of the MGCL
any business combination involving the Leenhoutses (or their affiliates) or any
other person acting in concert or as a group with any of the foregoing persons.
In addition, as a condition to its investments in the Company and the Operating
Partnership, the State of Michigan requested, and was granted, an exemption
from the applicability of the "business combination" provisions of the MGCL.

         CONTROL SHARE ACQUISITIONS.  The MGCL provides that "control shares"
of a Maryland  corporation acquired in a "control share acquisition" have no
voting rights except to the extent  approved by the  affirmative  vote of
two-thirds of the votes entitled to be cast on the matter other than
"interested shares" (shares of stock in respect of which any of the following
persons is entitled to exercise or direct the  exercise  of the voting  power
of shares of stock of the corporation in the election of directors:  an
"acquiring  person," an officer of the corporation or an employee of the
corporation who is also a director).  "Control  shares" are shares of stock
which,  if aggregated  with all other such shares of stock owned by the
acquiring person, or in respect of which such person is entitled to exercise
or direct the exercise of voting power of shares of stock of the corporation
in electing directors within one of the following ranges of voting power:
(i)  one-fifth or more but less than  one-third, (ii) one-third or more but
less than a majority,  or (iii) a majority of more of all voting power.
Control shares do not include shares the acquiring person is entitled to vote
as a result of having previously obtained stockholder approval.  The control
share  acquisition  statute does not apply to shares  acquired in a
merger,  consolidation  or share  exchange if the  corporation is a party to
the transaction, or to acquisitions approved or exempted by the charter or
bylaws of the corporation.

         A person who has made or proposes to make a control share
acquisition, under certain conditions (including an undertaking to pay
expenses), may compel the board of directors to call a special meeting of
stockholders to be held within 50 days of demand to consider  the voting
rights of the control shares upon delivery of an acquiring person statement
containing certain information required by the MGCL, including a
representation that the acquiring person has the financial capacity to make
the proposed control share acquisition, and a written undertaking to pay the
corporation's expenses of the special meeting (other than the expenses of
those opposing approval of the voting rights). If no request for a meeting
is made, the  corporation  may itself present the question at any stockholders
meeting.

         If voting rights are not approved at the meeting or if the  acquiring
person does not deliver an acquiring person statement as required by the MGCL,
then, subject to certain conditions and limitations, the corporation may redeem
any or all of the control shares  (except those for which voting rights have
previously  been  approved) for fair value, determined without regard to the
absence of voting rights for control shares, as of the date of the last control
share acquisition or, if a stockholder meeting is held, as of the date of the
meeting of stockholders at which the voting rights of such shares are
considered and not approved. If voting rights for control shares are approved
at a stockholders'  meeting  before the control share  acquisition  and the
acquiring person becomes entitled to exercise or direct the exercise of a
majority or more of all voting power,  all other stockholders may exercise
rights of objecting shareholders under Maryland law to receive the fair value
of their Shares.  The fair value of the Shares for such purposes may not be
less than the highest price per share paid by the acquiring person in the
control share acquisition.  Certain limitations and restrictions otherwise
applicable to the exercise of objecting shareholders' rights do not apply in
the context of a control share acquisition.

         The Articles of Incorporation contain a provision exempting from the
control share  acquisition  statute any and all acquisitions to the extent that
such acquisitions would not violate the Ownership Limit or Existing Owner
Limit.  There can be no assurance that such provision will not be amended or
eliminated at any point in the future.  In addition, as a condition to its
investment in the Company and the Operating Partnership, the State of Michigan
requested, and was granted, an exemption from the control share acquisition
statute.


                        FEDERAL INCOME TAX CONSIDERATIONS

      An investment in the common stock involves certain income tax
considerations.  You should review the information set forth under "Federal
Income Tax Considerations" in the Prospectus Supplement dated June 16, 1998,
filed as part of our Registration Statement on Form S-3 (No. 333-52601), filed
with Securities and Exchange Commission on May 14, 1998.


                              SELLING SHAREHOLDERS

         The partners of the Operating Partnership may from time to time tender
their Units of limited partnership  interest to the Operating  Partnership.
The Company may give notice to such partners that the Company will acquire such
Units in exchange for shares of Common Stock (the "LP Purchase Right").  All of
the shares being offered  hereby are being sold by the partners in the
Operating Partnership who may acquire shares of Common Stock in exchange for
their Units pursuant  to the LP  Purchase  Right  (all of such  persons  being
collectively referred  to as the  "Selling  Shareholders").  Although none of
the Selling Shareholders has indicated a present intent to tender their Units
which would trigger the Company's right to issue shares of Common Stock to
them under the LP Purchase Right, the Company is required, pursuant to the
terms of various registration rights agreements, to file the registration
statement of which this Prospectus forms a part registering such shares for
resale under the Securities Act. The Company is bearing all costs of this
registration. The Company will not receive any proceeds from the sale of the
shares offered hereby.

         The following table sets forth certain information regarding the
Selling Shareholders' ownership of Units and the number of shares of Common
Stock which may be issued pursuant to the LP Purchase Right which are
registered for resale.  Because the Selling Shareholders may sell all, some
or none of the shares registered for resale, no estimate can be made
concerning  the number shares of Common Stock issued in exchange for Units
that will be offered hereby or the number of shares or Units that each Selling
Shareholder will own upon completion of the offering contemplated by this
Prospectus.





<PAGE>
                                                               Number of Shares
                                           Units Owned       Registered for Sale
        Name                            Prior to Offering        in Offering
- -------------------------------         -----------------   --------------------
C.O.F., INC.                               21,280                21,280
C. TERRANCE BUTWID                          1,970                 1,970
TIMOTHY FOURNIER                            2,000                 2,000
JOHN OSTER                                  1,419                 1,419
THE ENID BARDEN TRUST OF
  JUNE 28, 1995                            11,758                11,758
FAIRWAY PROPERTY COMPANY                    5,324                 5,324
DAVID A. GUMENICK                           7,454                 7,454
DAVID HERSKOVITZ                            2,130                 2,130
CONSTANCE W. JACOB                          2,662                 2,662
THE HOWARD J. LESHMAN REVOCABLE             7,839                 7,839
 TRUST DATED MAY 20, 1983 AS AMENDED
 AND RESTATED ON MARCH 4, 1998
LYLE PROPERTIES LIMITED PARTNERSHIP        11,758                11,758
MARVIN NOVICK                                 331                   331
DAVID K. PAGE                               7,986                 7,986
KEITH J. POMEROY TRUST OF 12/13/76         22,406                22,406
 AS AMENDED AND RESTATED 6/28/95
DAVID SILLMAN                              31,965                31,965
LIONEL J. STOBER TRUST                      5,324                 5,324
RUTH STOBER                                 5,324                 5,324
ARI STUTZ                                   2,662                 2,662
JONAH L. STUTZ                              5,324                 5,324
LEAH STUTZ                                  2,662                 2,662
STEVEN I. VICTOR TRUST                      5,324                 5,324
WOODRIDGE PROPERTIES LIMITED               15,972                15,972
     PARTNERSHIP
RICHARD BACAS                               2,136                 2,136
JULIE BELINKIE                              7,854                 7,854
DAVID BENDER                                7,854                 7,854
JAY BENDER                                  6,283                 6,283
LISA BENDER-FELDMAN                         6,283                 6,283
SCOTT BENDER                                6,283                 6,283
BARBARA BENDER-LASKOW                       7,854                 7,854
CAPLIN FAMILY INVESTMENTS, LLC            111,705               111,705
MICHAEL A. CAPLIN                          26,284                26,284
JEREMY O. CAPLIN                           39,425                39,425
CATHERINE CAPLIN                           32,854                32,854
THE CAPLIN FAMILY TRUST                    32,854                32,854
YETTA K. COHEN                            150,991               150,991
COMMUNITY REALTY COMPANY, INC.            160,360               160,360
BENEDICT C. COSIMANO                        2,136                 2,136
SAMUEL DIENER, JR. REVOCABLE TRUST         16,758                16,758
CLARENCE DODGE, JR. REVOCABLE TRUST       154,036               154,036
  DATED 1/10/92
MARCIA ESTERMAN LIVING TRUST                7,900                 7,900
LYDIA FUNGER MCCLAIN                       21,807                21,807
WILLIAM S. FUNGER                          21,807                21,807
KEITH P. FUNGER                            21,807                21,807
MORTON FUNGER                             150,898               150,898
BERNARD S. GEWIRZ                          66,219                66,219
CARL S. GEWIRZ                             23,071                23,071
STEVEN B. GEWIRZ                            7,150                 7,150
MICHAEL AK GEWIRZ                           9,534                 9,534
DIANE GOLDBLATT                             5,713                 5,713
HERBERT GOLDBLATT                           5,713                 5,713
BARBARA GOLDMAN                             7,900                 7,900
THEODORE L. GRAY                            1,971                 1,971
EILEEN GREENBERG                            7,854                 7,854
HERMEN GREENBERG                        1,006,836             1,006,836
WILLIAM KAPLAN                             83,779                83,779
HERMAN KRAFT                                2,628                 2,628
PATRICIA A. MANCUSO                           493                   493
CHARLES AND LUPE MANCUSO, T.B.T.E.            493                   493
MELANIE F. NICHOLS                         21,801                21,801
JEFFREY W. OCHSMAN                         21,807                21,807
BRUCE D. OCHSMAN                           21,807                21,807
RALPH OCHSMAN                             150,898               150,898
MICHAEL P. & ESTHER K. OCHSMAN             21,807                21,807
SHARON LYNN OCHSMAN                        21,807                21,807
WENDY A. OCHSMAN                           21,807                21,807
RALMOR CORPORATION                        392,503               392,503
JEROME SHAPIRO                              7,903                 7,903
SOPHIE B. SHAPIRO FAMILY TRUST             62,369                62,369
ALBERT H. SMALL                         1,006,836             1,006,836
DAVID STEARMAN                             83,779                83,779
JUANITA H. WEST TRUST                      19,255                19,255
MARTIN R. WEST, III                         5,776                 5,776
ARTHUR BAITCH                              14,785                14,785
STUART BRAGER                               4,290                 4,290
DAVID C. BROWNE                            77,222                77,222
C. COLEMAN BUNTING, JR.                    15,369                15,369
GENINE MACKS FIDLER                       101,126               101,126
JOSH E. FIDLER                             72,539                72,539
THOMAS O'R. FRECH                           9,473                 9,473
MELVIN FRIEDMAN, M.D.                      10,738                10,738
GEORGE H. GREENSTEIN                        9,771                 9,771
MILDRED HEMSTETTER                          2,123                 2,123
SANFORD G. JACOBSON                        17,620                17,620
JAMES C. JOHNSON AND                        2,145                 2,145
  SANDRA J. JOHNSON
WILLIAM R. KAHN                             8,279                 8,279
KANODE PARTNERSHIP                         77,222                77,222
ALLAN KRUMHOLZ AND                          4,290                 4,290
  FRANCINE KRUMHOLZ
BURTON H. LEVINSON                         22,947                22,947
EUGENE K. LEWIS/SUZANNE D. LEWIS            3,600                 3,600
ARTHUR M. LOPATIN REVOCABLE TRUST           4,931                 4,931
LAWRENCE MACKS                            173,664               173,664
MARTHA MACKS                               90,886                90,886
MORTON J. MACKS                           343,442               343,442
JOSEPH M. MOSMILLER                         4,290                 4,290
N & C PARTNERSHIP                           9,982                 9,982
ORLINSKY FAMILY LIMITED PARTNERSHIP         2,145                 2,145
ALBERT PERLOW                               4,290                 4,290
ANNE LOUISE PERLOW                          6,435                 6,435
ALLECK A. RESNICK                           4,290                 4,290
  HARRIET RESNICK
STANLEY SAFIER                              4,290                 4,290
ARNOLD SAGNER                              11,065                11,065
DONALD I. SALTZMAN                          5,434                 5,434
MURRAY SALTZMAN                             2,145                 2,145
WILLIAM G. SCAGGS                           8,579                 8,579
EARLE K. SHAWE                             29,645                29,645
STEVEN D. SHAWE                             5,014                 5,014
KAROLYN SOLOMON                             4,991                 4,991
WILLIAM B. WARREN                           2,145                 2,145
ROBERT M. WERTHEIMER                        2,145                 2,145
LEONARD KLORFINE                          170,312               170,312
GREENACRES ASSOCIATES                      59,896                59,896
RIDLEY BROOK ASSOCIATES                    97,917                97,917
COMMUNITY INVESTMENT STRATEGIES, INC.      64,150                64,150
                                         --------              --------
          Total                         5,832,174             5,832,174




                              PLAN OF DISTRIBUTION

         The shares offered hereby may be offered and sold from time to time as
market conditions permit on the New York Stock Exchange, or otherwise, at
prices and terms then prevailing,  at prices related to the then-current
market price, or in negotiated transactions by the holders thereof, which may
include donees and pledgees.  The shares may be sold by one or more of the
following methods, without limitation: (a) a block trade in which a broker or
dealer so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate a transaction; (b)
purchases by a broker or a dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (d)
face-to-face transactions between sellers and purchasers without a broker or
dealer.  In effecting sales, brokers or dealers engaged by one or more of the
Selling Shareholders may arrange for other brokers or dealers to participate.
The Selling Shareholders and such brokers or dealers may receive commissions
or discounts from Selling Shareholders in amounts to be negotiated. Such
brokers and dealers and any other participating brokers or dealers may be
deemed "underwriters" under the Securities Act.

                                  LEGAL MATTERS

         The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Nixon Peabody LLP. In addition, Nixon Peabody
LLP will provide an opinion  with  respect to certain tax matters which form
the basis of the discussion under "Federal Income Tax Considerations".


                                     EXPERTS

         The financial statements incorporated by reference in this Prospectus
or elsewhere in the Registration Statement have been incorporated herein in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.



<PAGE>




                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution

         The following  table is an itemized  listing of expenses to be
incurred by the Company in connection with the issuance and distribution of the
shares of Common Stock being registered hereby, other than discounts and
commissions:

SEC Registration Fee ..................................    $   38,589.00
NYSE Listing Fee ......................................         2,000.00*
Legal Fees and Expenses ...............................         2,000.00*
Accounting Fees and Expenses ..........................         1,000.00*
Miscellaneous .........................................         2,000.00*
                                                              ----------
        Total .........................................    $   45,589.00*

*Estimate

Item 15.  Indemnification of Directors and Officers

         The Company's officers and directors are and will be indemnified under
Maryland law, the Articles of Incorporation of Home Properties and the
Partnership Agreement ("Operating Partnership Agreement") of Home Properties of
New York,  L.P.,  a New York  limited  partnership  of which the  Company is
the general  partner,  against certain  liabilities.  The Articles of
Incorporation require the Company to indemnify its directors and officers to
the fullest extent permitted from time to time by the laws of Maryland.
The Bylaws contain provisions which implement the indemnification provisions
of the Articles of Incorporation.

         The Maryland General Corporation Law ("MGCL") permits a corporation to
indemnify its directors and officers, among others, against judgments,
penalties,  fines, settlements and reasonable expenses actually incurred by
them in connection with any proceeding to which they may be made a party by
reason of their service in those or other capacities unless it is established
that the act or omission of the director or officer was material to the matter
giving rise to the  proceeding  and was  committed in bad faith or was the
result of active and deliberate dishonesty,  or the director or officer
actually received an improper personal benefit in money,  property or services,
or in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful.  No
amendment of the Articles of Incorporation of Home Properties shall limit or
eliminate the right to indemnification provided with respect to acts or
omissions  occurring prior to such amendment or repeal.  Maryland law permits
Home Properties to provide indemnification to an officer to the same extent as
a director, although  additional indemnification may be provided if such
officer is not also a director.

         The  MGCL permits the articles of incorporation of a Maryland
corporation  to include a provision limiting the liability of its directors and
officers to the corporation and its stockholders for money damages, subject to
specified   restrictions.  The MGCL does not, however, permit the liability of
directors and officers to the  corporation or its  stockholders to be limited
to the extent that (1) it is proved that the person actually received an
improper benefit or profit in money,  property or services (to the extent such
benefit or profit was  received) or (2) a judgment or other final adjudication
adverse to such person is entered in a  proceeding based on a finding that the
person's action, or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action  adjudicated in the
proceeding.  The Articles of Incorporation of Home Properties contain a
provision consistent with the MGCL. No amendment of the Articles of
Incorporation shall limit or eliminate the limitation of liability with respect
to acts or omissions occurring prior to such amendment or repeal.

         The Operating Partnership Agreement also provides for indemnification
of Home Properties and its officers and directors to the same extent
indemnification  is  provided to officers and directors of the Company in its
Articles of   Incorporation, and limits the liability of Home Properties and
its officers and directors to the Operating Partnership and its partners to the
same extent liability of officers and directors of the Company to Home
Properties and its stockholders is limited under Home Properties' Articles of
Incorporation.

         Home Properties has entered into indemnification agreements with each
of Home Properties' directors and certain of its officers.  The indemnification
agreements require, among other  things, that Home  Properties indemnify its
directors and those officers to the fullest extent permitted by law, and
advance to the directors and officers all related expenses, subject to
reimbursement if it is subsequently determined that indemnification is not
permitted.  Home Properties also must indemnify and advance all expenses
incurred by directors and officers seeking  to enforce their rights under the
indemnification agreements,  and cover directors and officers under Home
Properties' directors' and officers' liability insurance.  Although the form
of indemnification agreement offers substantially the same scope of coverage
afforded by provisions in the Articles of  Incorporation and the Bylaws and
the Operating Partnership Agreement of the  Operating Partnership, it provides
greater assurance to directors and officers that  indemnification will be
available, because, as a contract, it cannot be modified  unilaterally in the
future by the Board of Directors or by the stockholders to eliminate the
rights it provides.

         Home Properties has purchased insurance under a policy that insures
both Home Properties and its officers and directors against exposure and
liability  normally insured against under such policies,  including exposure on
the indemnities described above.

Item 16.  Exhibits
3.1  Articles Supplementary to the Amended and Restated Articles of
     Incorporation*
5.1  Opinion of Nixon Peabody LLP as to legality of common stock*
23.1 Consent of Nixon Peabody LLP (included as part of Exhibit 5.1)
23.2 PricewaterhouseCoopers LLP*
25   Power of Attorney (included on signature page)

*  Included with this filing.

Item 17.     Undertakings

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding)  is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against  public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

         The undersigned Registrant hereby undertakes that:

         (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material  information with respect to the plan of distribution not previously
disclosed in the  registration statement or any material change to such
information in the registration statement.

         (2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (3) For purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,  and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.







<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the  requirements  for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized,  in the City of Rochester, New York, on the 30th day of
November, 1999.
                                 HOME PROPERTIES OF NEW YORK, INC.




                                  By: /s/ Amy L. Tait
                                      Amy L. Tait
                                      Executive Vice President

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose
signature appears below hereby  severally  constitutes  and appoints  Norman P.
Leenhouts, Nelson B. Leenhouts, Richard J. Crossed and Amy L. Tait, and each
of them, his true and lawful  attorney-in-fact and agent, with full power
of substitution and resubstitution for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission,  granting unto such
attorney-in-fact  and agents, and each of them, full power and authority
to do and person each and every act and thing requisite or necessary that
he might do in person.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,
this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

Signature                    Title                            Date

/S/NORMAN P. LEENHOUTS       Director, Chairman               November 30, 1999
Norman P. Leenhouts          and Co-Chief Executive Officer
                             (Principal Executive Officer)


/S/ NELSON B. LEENHOUTS      Director, President              November 30, 1999
Nelson B. Leenhouts          and Co-Chief Executive Officer
                             (Principal Executive Officer)


/S/ RICHARD J. CROSSED       Director, Executive Vice         November 30, 1999
Richard J. Crossed           President


/S/ AMY L. TAIT              Director, Executive Vice         November 30, 1999
Amy L. Tait                  President and Chief
                             Operating Officer


/S/ DAVID P. GARDNER         Vice President,Chief             November 30, 1999
David P. Gardner             Financial Officer and Treasurer
                             (Principal Financial and
                             Accounting Officer)


/S/ BURTON S. AUGUST, SR     Director                         November 30, 1999
Burton S. August, Sr


/S/ WILLIAM BALDERSTON, III  Director                         November 30, 1999
William Balderston, III


/S/ LEONARD F. HELBIG, III   Director                         November 30, 1999
Leonard F. Helbig, III

/S/ ALAN L. GOSULE           Director                         November 30, 1999
Alan L. Gosule

/S/ ROGER W. KOBER           Director                         November 30, 1999
Roger W. Kober


                             Director                         November 30, 1999
Albert Small

/S/ CLIFFORD W. SMITH, JR    Director                         November 30, 1999
Clifford W. Smith, Jr


/S/ PAUL L. SMITH            Director                         November 30, 1999
Paul L. Smith








<PAGE>





                                  EXHIBIT INDEX

                Home Properties of New York, Inc. (the "Company")
                 Registration Statement on Form S-3 No. 333-______


NUMBER               DESCRIPTION                                   LOCATION

3.1   Articles Supplementary to the Amended and                        *
        Restated Articles of Incorporation

5.1     Opinion of Nixon Peabody LLP                                   *
        regarding the legality of the Common Stock
        being registered

23.1    Consent of Nixon Peabody LLP                              Included
                                                              with Exhibit 5.1

23.2    Consent of PricewaterhouseCoopers LLP                          *

23      Power of Attorney                                        Included on
                                                               signature page



* Filed herewith



                                                             Exhibit 3.1

                        Series B Convertible Cumulative
                                Preferred Stock


                            ARTICLES SUPPLEMENTARY


                       HOME PROPERTIES OF NEW YORK, INC.






                 Articles Supplementary of Board of Directors
                    Classifying and Designating a Series of
                              Preferred Stock as
                        Series B Convertible Cumulative
                              Preferred Stock and
                   Fixing Distribution and Other Preferences
                           and Rights of Such Series



                        Dated as of September 29, 1999


<PAGE>




                       HOME PROPERTIES OF NEW YORK, INC.




                 Articles Supplementary of Board of Directors
                    Classifying and Designating a Series of
                              Preferred Stock as
                        Series B Convertible Cumulative
                              Preferred Stock and
                   Fixing Distribution and Other Preferences
                           and Rights of Such Series



      Home   Properties   of  New  York,  Inc.,  a  Maryland  corporation  (the
"CORPORATION"), hereby certifies  to  the  State  Department of Assessments and
Taxation  of Maryland pursuant to section 2-602(b) of  the  Annotated  Code  of
Maryland that:

      FIRST: Pursuant to authority granted by the Amended and Restated Articles
of  Incorporation  of  the  Corporation,  the  Board  of  Directors  adopted  a
resolution  at a meeting held on September 28, 1999 designating and classifying
2,000,000 unissued  and  undesignated  shares  of  preferred  stock as Series B
Convertible Cumulative Preferred Stock.

      SECOND:   The  following  is  a  description  of the Series B Convertible
Cumulative  Preferred Stock, including the preferences,  conversion  and  other
rights,   voting   powers,   restrictions,   limitations   as   to   dividends,
qualifications, and terms and conditions of redemption thereof:

      Section .   NUMBER  OF  SHARES  AND DESIGNATION.  This class of preferred
stock shall be designated as Series B Convertible  Cumulative  Preferred  Stock
and  the  number of shares which shall constitute such series shall not be more
than 2,000,000 shares, par value $0.01 per share, which number may be decreased
(but not below  the  number  thereof then outstanding) from time to time by the
Board of Directors.

      Section .   DEFINITIONS.   For  purposes of the Series B Preferred Stock,
the following terms shall have the meanings indicated:

            "BOARD OF DIRECTORS" shall  mean  the  Board  of  Directors  of the
      Corporation  or  any  committee  authorized by such Board of Directors to
      perform  any  of  its responsibilities  with  respect  to  the  Series  B
      Preferred Stock.

            "BUSINESS DAY"  shall mean any day other than a Saturday, Sunday or
      a day on which state or  federally  chartered banking institutions in New
      York City, New York are not required to be open.

      "CALL  DATE"  shall mean the date specified  in  the  notice  to  holders
      required under Section 5(e) as the Call Date.

            "CHANGE OF  CONTROL"  shall  mean  each  occurrence  of  any of the
      following:

            (i)  the acquisition, directly or indirectly, by any individual  or
            entity  or  group  (as such term is used in Section 13(d)(3) of the
            Exchange Act) of beneficial  ownership  (as  defined  in Rule 13d-3
            under the Exchange Act, except that such individual or entity shall
            be deemed to have beneficial ownership of all shares that  any such
            individual  or entity has the right to acquire, whether such  right
            is exercisable  immediately  or only after passage of time) of more
            than 25% of the Corporation's  outstanding  capital  stock  or more
            than  25%  of  the  voting  power, under ordinary circumstances, to
            elect directors of the Corporation  or  more than 25% of the equity
            interests in the Operating Partnership; or

            (ii)(A) the Corporation consolidates with  or  merges  into another
            entity or conveys, transfers, or leases outside the ordinary course
            of business all or substantially all of its assets (including,  but
            not  limited  to,  real  property investments) to any individual or
            entity, or (B) any entity  consolidates  with  or  merges  into the
            Corporation  which, in the case of a merger or consolidation  under
            (A) or (B) is  pursuant  to  a transaction in which the outstanding
            Common Stock is reclassified or changed into or exchanged for cash,
            securities or other property;   PROVIDED,  HOWEVER, that the events
            described in this clause (ii) shall not be deemed to be a Change of
            Control if the sole purpose of such event is  that  the Corporation
            is  seeking  to  change  its  domicile  or  to  change its form  of
            organization from a corporation to a statutory business trust.

            "CHANGE  OF  CONTROL  PRICE"  shall mean: (i) from the  Issue  Date
      through the day preceding the fifth anniversary  of  the  Issue  Date, an
      amount  per  share  of Series B Preferred Stock equal to the Stated Value
      plus an amount equal  to  a 15% annual return thereon from the Issue Date
      until the date of redemption  of  such share of Series B Preferred Stock,
      compounded annually, less an amount  equal  to  the  sum of the aggregate
      amount  of  cash dividends theretofore paid or payable concurrently  with
      such redemption on such share of Series B Preferred Stock, plus an amount
      equal to a 15%  annual  return  on  such  cash dividends from the date of
      payment until the date of redemption of such  share of Series B Preferred
      Stock and (ii) beginning on the fifth anniversary  of  the Issue Date, an
      amount equal to 100% of the Liquidation Preference, plus all accumulated,
      accrued and unpaid dividends to the date of repurchase.

            "CLASS A INTERESTS" shall mean Class A Limited Partnership Units as
      that  term  is  defined in the Second Amended and Restated  Agreement  of
      Limited Partnership of the Operating Partnership.

            "COMMON STOCK"  shall  mean  the  shares of Common Stock, par value
      $0.01 per share, of the Corporation.

            "CONSTITUENT PERSON" shall have the  meaning  set  forth in Section
      7(e).

            "CONVERSION  PRICE"  shall mean the conversion price per  share  of
      Common Stock into which the  shares  of  Series  B  Preferred  Stock  are
      convertible, as such Conversion Price may be adjusted pursuant to Section
      7.   The  initial  conversion  price  shall  be  $ 29.77 (equivalent to a
      conversion rate of 0.8398 shares of Common Stock for each share of Series
      B Preferred Stock).

            "CURRENT MARKET PRICE" of publicly traded shares of Common Stock or
      any  other  class  of shares of capital stock or other  security  of  the
      Corporation or any other  issuer for any day shall mean the last reported
      sales price, regular way on  such day, or, if no sale takes place on such
      day, the average of the reported  closing  bid  and  asked prices on such
      day,  regular  way,  in  either  case as reported on the New  York  Stock
      Exchange ("NYSE") or, if such security  is  not  listed  or  admitted for
      trading  on  the  NYSE, on the principal national securities exchange  on
      which such security  is  listed or admitted for trading or, if not listed
      or admitted for trading on  any  national  securities  exchange,  on  the
      Nasdaq  Stock  Market  ("NASDAQ")  National  Market  System  or,  if such
      security is not quoted on such National Market System, the average of the
      closing  bid  and asked prices on such day in the over-the-counter market
      as reported by  NASDAQ  or,  if bid and asked prices for such security on
      such day shall not have been reported  through NASDAQ, the average of the
      bid and asked prices on such day as furnished  by  any  NYSE  member firm
      regularly  making a market in such security selected for such purpose  by
      the Board of Directors.

            "DIVIDEND PAYMENT DATE" shall mean (i) for any Dividend Period with
      respect to which the Corporation pays a dividend on the Common Stock, the
      date on which such dividend is paid, or (ii) for any Dividend Period with
      respect to which  the  Corporation  does not pay a dividend on the Common
      Stock, the 25{th} day of February, May,  August  and November or, if such
      date is not a Business Day, the next succeeding Business Day.

            "DIVIDEND PERIODS" shall mean quarterly dividend periods commencing
      on January 1, April 1, July 1 and October 1 of each  year  and  ending on
      and  including  the  day  preceding  the first day of the next succeeding
      Dividend  Period (other than the initial  Dividend  Period,  which  shall
      commence on  the  Issue Date and end on and include the last calendar day
      of the calendar quarter  containing  the  Issue  Date, and other than the
      Dividend Period during which any shares of Series B Preferred Stock shall
      be redeemed pursuant to Section 5 or repurchased pursuant  to  Section 6,
      which  shall end on and include the Call Date with respect to the  shares
      of Series B Preferred Stock being redeemed or the Repurchase Date for the
      shares being repurchased, as the case may be).

            "EXCHANGE  ACT"  shall mean the Securities Exchange Act of 1934, as
            amended.

            "EXPIRATION TIME"  shall  have  the  meaning  set  forth in Section
            7(d)(iv).

            "FAIR  MARKET  VALUE"  shall mean the average of the daily  Current
      Market Prices of a share of Common  Stock  on  the  five  (5) consecutive
      Trading  Days  selected  by the Corporation commencing not more  than  20
      Trading Days before, and ending not later than, the earlier of the day in
      question and the day before the "ex date" with respect to the issuance or
      distribution requiring such  computation.  The  term "ex date," when used
      with  respect to any issuance or distribution, means  the  first  day  on
      which the  shares of Common Stock trade regular way, without the right to
      receive such  issuance or distribution, on the exchange or in the market,
      as the case may be, used to determine that day's Current Market Price.

            "FULLY JUNIOR  STOCK"  shall  mean  the  Common Stock and any other
      class  or  series of shares of capital stock of the  Corporation  now  or
      hereafter issued  and outstanding over which the Series B Preferred Stock
      has preference or priority  in both (i) the payment of dividends and (ii)
      the distribution of assets on  any liquidation, dissolution or winding up
      of the Corporation.

            "FUNDAMENTAL CHANGE" shall  mean  each  occurrence  of  any  of the
      following:

            (i)  the acquisition, directly or indirectly, by any individual  or
            entity  or  group  (as such term is used in Section 13(d)(3) of the
            Exchange Act) of beneficial  ownership  (as  defined  in Rule 13d-3
            under the Exchange Act, except that such individual or entity shall
            be deemed to have beneficial ownership of all shares that  any such
            individual  or entity has the right to acquire, whether such  right
            is exercisable  immediately  or only after passage of time) of more
            than 25% of the Corporation's  outstanding  capital  stock  or more
            than  25%  of  the  voting  power, under ordinary circumstances, to
            elect directors of the Corporation  or  more than 25% of the equity
            interests in the Operating Partnership;

            (ii)  other  than  with  respect  to the election,  resignation  or
            replacement of any director designated, appointed or elected by the
            holders of the Series A Preferred Stock  or  any  other  series  of
            preferred  stock  of the Corporation (each a "PREFERRED DIRECTOR"),
            during any period of  two consecutive years, individuals who at the
            beginning of such period  constituted the Board of Directors of the
            Corporation (together with any new directors whose election by such
            Board  of  Directors  or  whose  nomination  for  election  by  the
            stockholders  of the Corporation  was  approved  by  a  vote  of  a
            majority of the  directors  of the Corporation (excluding Preferred
            Directors) then still in office  who  were  either directors at the
            beginning  of  such  period,  or whose election or  nomination  for
            election  was  previously so approved)  cease  for  any  reason  to
            constitute a majority of the Board of Directors then in office;

            (iii) the Corporation  or  one  of its Subsidiaries is not the sole
            general partner of the Operating Partnership;

            (iv) (A) the Corporation consolidates  with  or merges into another
            entity or the Corporation conveys, transfers or  leases outside the
            ordinary course of business all or substantially all  of its assets
            (including, but not limited to, real property investments)  to  any
            individual or entity, or (B) any entity consolidates with or merges
            into   the   Corporation,   which  in  the  case  of  a  merger  or
            consolidation under either (A)  or (B) is pursuant to a transaction
            in  which  the  outstanding  common stock  of  the  Corporation  is
            reclassified or changed into or  exchanged  for cash, securities or
            other  property;  PROVIDED, HOWEVER, that the events  described  in
            clause (iv) shall not  be  deemed to be a Fundamental Change if the
            sole purpose of such event is  that  the  Corporation is seeking to
            change its domicile or to change its form of  organization  from  a
            Corporation to a statutory business trust;

            (v)  the  Corporation  or  any direct or indirect subsidiary of the
            Corporation,  in  one  transaction   or   a   series   of   related
            transactions,  acquires  from any individual or entity, whether  by
            way of merger, consolidation, purchase of stock or assets, lease or
            other form of business combination,  any entity, assets or business
            (x) for aggregate consideration payable  in cash, securities, other
            property or any combination of the foregoing,  with  a  fair market
            value (as determined in good faith by the Board of Directors of the
            Corporation)   exceeding   50%   of   Total  Market  Capitalization
            determined prior to giving effect to the  transaction  or series of
            related  transactions  described in this clause (v) or in  exchange
            for a number of shares of  Common  Stock or common equity interests
            of  the  Operating  Partnership  (or securities  convertible  into,
            exercisable for or exchangeable for  such securities) representing,
            in the aggregate, more than 40% of the  combined  sum of the shares
            outstanding  immediately  prior  to such transaction or  series  of
            related  transactions  of  Common  Stock   and  the  common  equity
            interests in the Operating Partnership not held  by the Corporation
            or  any  direct  or indirect subsidiary immediately prior  to  such
            transaction or series of related transactions.

            (vi) the Corporation  effects any recapitalization or restructuring
            as  a  result  of which more  than  25%  of  the  Common  Stock  is
            reclassified into  shares  of  preferred  stock  or changed into or
            exchanged  for  cash,  preferred stock, evidences of  indebtedness,
            other property (other than  Common Stock of the Corporation) or any
            combination of the foregoing.

            (vii) the Corporation shall have  incurred  or  suffered  to  exist
            Indebtedness  (as  defined in the Purchase Agreement) exceeding 70%
            of Total Market Capitalization  and  such  condition  continues  to
            exist  30  days  after  notice in writing by any holder of Series B
            Preferred Stock to the Corporation.

            "FUNDS FROM OPERATIONS" shall  mean  net income (loss) (computed in
      accordance with generally accepted accounting principles) excluding gains
      (or  losses)  from  debt restructuring, and distributions  in  excess  of
      earnings allocated to  other  Operating Partnership interests or minority
      interests (as reflected in the  financial  statements of the Corporation)
      plus  depreciation/amortization  of  assets unique  to  the  real  estate
      industry, all computed in a manner consistent with the revised definition
      of  Funds From Operations adopted by the  National  Association  of  Real
      Estate  Investment  Trusts (NAREIT), in its White Paper dated March 1995,
      as such definitions may  be  modified from time to time, as determined by
      the Corporation in good faith.

            "ISSUE DATE" shall mean  the  date  on which the shares of Series B
      Preferred Stock are issued.

            "JUNIOR STOCK" shall mean the Common  Stock  and any other class or
      series  of capital stock of the Corporation now or hereafter  issued  and
      outstanding  over  which  the  Series B Preferred Stock has preference or
      priority in the payment of dividends  or in the distribution of assets on
      any liquidation, dissolution or winding up of the Corporation.

            "LIQUIDATION  PREFERENCE"  shall have  the  meaning  set  forth  in
      Section 4(a).

            "NON-ELECTING SHARE" shall have  the  meaning  set forth in Section
      7(e).

            "OPERATING  PARTNERSHIP" shall mean Home Properties  of  New  York,
      L.P., a New York limited partnership.

            "PARITY STOCK" shall have the meaning set forth in Section 9(b).

            "PERSON" shall mean any individual, firm, partnership, corporation,
      limited  liability  company  or  other  entity,  and  shall  include  any
      successor (by merger or otherwise) of such entity.

            "PURCHASED SHARES"  shall  have  the  meaning  set forth in Section
7(d)(iv).

            "PURCHASE AGREEMENT" shall mean the Purchase Agreement  dated as of
      September   29,   1999  by  and  among  the  Corporation,  the  Operating
      Partnership and GE Equity Investments, Inc.

            "REIT TERMINATION EVENT" shall mean the earliest to occur of:

            (i)   the filing  of a federal income tax return by the Corporation
                  for any taxable  year on which the Corporation does not elect
                  to be taxed as a real estate investment trust;

            (ii)  the approval by the  stockholders  of  the  Corporation  of a
                  proposal  for  the  Corporation to cease to qualify as a real
                  estate investment trust;

            (iii) the public announcement by the Corporation that it has ceased
                  to qualify as a real estate investment trust;

            (iv)  a determination by the Board of Directors of the Corporation,
                  based on the advice of  counsel,  that  the  Corporation  has
                  ceased to qualify as a real estate investment trust; or

            (v)   the  Corporation or its duly authorized representatives shall
                  receive a determination or conclusion, whether in proposed or
                  final  form,  from the Internal Revenue Service or one of its
                  representatives  that  the Corporation has failed to meet the
                  requirements for REIT qualification  and  taxation  as a REIT
                  under Sections 856-860 of the Internal Revenue Code of  1986,
                  as amended, for one or more taxable years, occurring from and
                  after  January  1,  1994,  including,  without  limitation, a
                  statutory   notice   of  deficiency,  a  notice  of  proposed
                  deficiency, a proposed  or  final  revenue  agent's report, a
                  Field Service Advice, Technical Advice Memorandum, or similar
                  conclusion;  PROVIDED, HOWEVER, that if the determination  or
                  conclusion is  in  proposed or draft form, such receipt shall
                  not  constitute  a  "REIT   Termination  Event"  unless  such
                  determination or conclusion is  not  withdrawn  or  otherwise
                  terminated within 270 days following such receipt, or  if the
                  Company  receives  an  opinion  of its independent counsel or
                  accountants that the Company's REIT status should be upheld.

            "REPURCHASE DATE" shall mean the date of  repurchase  of the shares
      of Series B Preferred Stock or the date such payment is made available as
      provided in Section 6(a)(iii).

            "REPURCHASE  OFFER"  shall  have  the meaning set forth in  Section
      6(a)(ii).

            "REPURCHASE  PRICE" shall have the meaning  set  forth  in  Section
      6(a)(i).

            "SECURITIES" and  "SECURITY"  shall  have the meanings set forth in
      Section 7(d)(iii).

            "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

            "SENIOR STOCK" shall mean any class or  series  of capital stock of
      the Corporation hereafter issued and outstanding which  has preference or
      priority over the Series B Preferred Stock in the payment of dividends or
      in the distribution of assets on any liquidation, dissolution  or winding
      up of the Corporation.

            "SERIES  B  PREFERRED  STOCK"  shall  mean  the shares of Series  B
      Convertible Cumulative Preferred Stock.

            "SET  APART  FOR PAYMENT" shall be deemed to include,  without  any
      action other than the  following, the recording by the Corporation in its
      accounting  ledgers  of  any   accounting   or  bookkeeping  entry  which
      indicates, pursuant to a declaration of dividends  or  other distribution
      by the Board of Directors, the allocation of funds to be  so  paid on any
      series or class of shares of capital stock of the Corporation;  PROVIDED,
      HOWEVER, that if any funds for any class or series of Junior Stock or any
      class  or series of shares of capital stock ranking on a parity with  the
      Series B  Preferred  Stock as to the payment of dividends are placed in a
      separate account of the  Corporation or delivered to a disbursing, paying
      or other similar agent, then  "set apart for payment" with respect to the
      Series B Preferred Stock shall  mean  placing  such  funds  in a separate
      account or delivering such funds to a disbursing, paying or other similar
      agent.

            "STATED  VALUE"  shall mean $25.00 per share of Series B  Preferred
      Stock.

            "TOTAL MARKET CAPITALIZATION" shall have the meaning set forth in
      the Purchase Agreement.

            "TRADING DAY" shall  mean  any  day  on  which  the  securities  in
      question  are traded on the NYSE, or if such securities are not listed or
      admitted for  trading  on  the NYSE, on the principal national securities
      exchange on which such securities  are  listed  or  admitted,  or  if not
      listed  or  admitted for trading on any national securities exchange,  on
      the National  Market  System  of  NASDAQ,  or  if such securities are not
      quoted on such National Market System, in the securities  market in which
      the securities are traded.

            "TRANSACTION" shall have the meaning set forth in Section 7(e).

            "TRANSFER AGENT" shall mean Chase Manhattan Shareholder Services or
      such other agent or agents of the Corporation as may be designated by the
      Board of Directors or their designee as the transfer agent, registrar and
      dividend disbursing agent for the Series B Preferred Stock.

            "UNITS" shall mean Partnership Units as that term is defined in the
      Second  Amended  and  Restated  Agreement of Limited Partnership  of  the
      Operating Partnership, as amended.

            "VOTING  PREFERRED STOCK" shall  have  the  meaning  set  forth  in
      Section 10.

      Section 3.   DIVIDENDS.

            (a) The holders  of  shares  of Preferred Stock shall be entitled to
      receive, when, as and if declared by the Board of Directors, out of funds
      legally  available  for  the  payment of  dividends  accrued,  cumulative
      preferential dividends payable  in arrears in cash in an amount per share
      equal to the greater of: (i) 8.36%  of  the  Liquidation  Preference  per
      annum  (equivalent  to  $ 2.09 per share of Series B Preferred Stock), or
      (ii) the ordinary cash dividends  (determined  on  each  Dividend Payment
      Date)  on  the shares of Common Stock, or portion thereof, into  which  a
      share of Series B Preferred Stock is convertible.  The dividends referred
      to in clause  (ii)  of  the  preceding sentence shall equal the number of
      shares of Common Stock, or portion  thereof, into which a share of Series
      B  Preferred  Stock  is  convertible,  multiplied  by  the  most  current
      quarterly dividend on a share of Common  Stock  declared on or before the
      applicable Dividend Payment Date.  If the Corporation  declares  and pays
      an  ordinary cash dividend on the Common Stock with respect to a Dividend
      Period  after  a  Dividend  Payment Date is determined pursuant to clause
      (ii)  of  the  definition  of Dividend  Payment  Date  and  the  dividend
      calculated pursuant to clause  (ii) of this paragraph (a) with respect to
      such Dividend Period is greater  than the dividend previously declared on
      the Series B Preferred Stock with  respect  to  such Dividend Period, the
      Corporation shall pay an additional dividend to the holders of the Series
      B Preferred Stock on the date on which the dividend  on  the Common Stock
      is  paid, in an amount equal to the difference between (y)  the  dividend
      calculated  pursuant  to  clause  (ii)  of this paragraph (a) and (z) the
      amount of dividends previously declared on  the  Series B Preferred Stock
      with respect to such Dividend Period.

            The dividends shall begin to accrue and shall  be  fully cumulative
      from the first day of the applicable Dividend Period, whether  or  not in
      any  Dividend  Period  or Periods there shall be funds of the Corporation
      legally available for the payment of such dividends, and shall be payable
      quarterly in arrears, when, as and if declared by the Board of Directors,
      on Dividend Payment Dates.   Each  such  dividend  shall  be  payable  in
      arrears to the holders of record of shares of Series B Preferred Stock as
      they appear in the records of the Corporation at the close of business on
      such  record dates, not fewer than 5 nor more than 50 days preceding such
      Dividend  Payment  Dates  thereof,  as  shall  be  fixed  by the Board of
      Directors.   Accrued  and unpaid dividends for any past Dividend  Periods
      may be declared and paid  at  any  time  and  for  such  interim periods,
      without  reference  to any regular Dividend Payment Date, to  holders  of
      record on such date, not fewer than 5 nor more than 50 days preceding the
      payment date thereof,  as  may  be  fixed by the Board of Directors.  Any
      dividend payment made on Series B Preferred Stock shall first be credited
      against the earliest accrued but unpaid  dividend  due  with  respect  to
      Series B Preferred Stock which remains payable.

            (b)  The  amount  of  dividends referred to in clause (i) of Section
      3(a) payable for each full Dividend  Period  on  the  Series  B Preferred
      Stock  shall  be  computed by dividing the annual dividend rate by  four.
      The initial Dividend  Period  will  include  a  partial  dividend for the
      period  from the Issue Date until the last calendar day of  the  calendar
      quarter containing  the  Issue  Date.   The  amount  of dividends payable
      either  under  clause (i) or clause (ii) for such period,  or  any  other
      period shorter than  a  full  Dividend Period, on the Series B  Preferred
      Stock shall be computed on the  basis  of a 360-day year of twelve 30-day
      months and the amount of such dividend shall  equal  the dividend payable
      with  respect  to  the Dividend Period multiplied by a fraction  (x)  the
      numerator of which is  (i)  the number of days from the Issue Date to the
      end of the Dividend Period, or (ii) the number of days from the beginning
      of the Dividend Period to the  Call  Date  or the Repurchase Date, as the
      case may be, and (y) the denominator of which  is  90.  Holders of shares
      of  Series  B  Preferred  Stock shall not be entitled to  any  dividends,
      whether payable in cash, property  or  shares,  in  excess  of cumulative
      dividends,  as  herein  provided,  on  the  Series B Preferred Stock.  No
      interest,  or  sum  of money in lieu of interest,  shall  be  payable  in
      respect of any dividend  payment  or  payments  on the Series B Preferred
      Stock which may be in arrears.

            (c)  If at any time the Corporation shall have breached the covenant
      set  forth  in  Section  5.9 of the Purchase Agreement  and  such  breach
      continues thirty (30) days  after  notice  in  writing  by  any holder of
      Series  B  Preferred Stock to the Corporation, the dividend rate  payable
      upon the shares  of Series B Preferred Stock pursuant to paragraph (a) of
      this Section 3 shall  be  increased  by 1.00% per annum, from the date of
      such breach until the date such breach shall have been cured and shall no
      longer be continuing, subject to revesting in the event of any subsequent
      breach of such covenant which continues as aforesaid.

            (d)  So  long  as  any  shares  of  Series  B  Preferred  Stock  are
      outstanding,  no  dividends,  except  as  described  in  the  immediately
      following sentence, shall be declared or paid or set apart for payment on
      any class or series of Parity Stock for any period unless full cumulative
      dividends  have  been  or  contemporaneously are  declared  and  paid  or
      declared and a sum sufficient  for the payment thereof set apart for such
      payment  on  the  Series  B Preferred  Stock  for  all  Dividend  Periods
      terminating on or prior to  the  dividend  payment  date on such class or
      series of Parity Stock.  When dividends are not paid  in  full  or  a sum
      sufficient for such payment is not set apart, as aforesaid, all dividends
      declared  upon  Series  B Preferred Stock and all dividends declared upon
      any other class or series  of  Parity  Stock shall be declared ratably in
      proportion to the respective amounts of  dividends accumulated and unpaid
      on the Series B Preferred Stock and accumulated and unpaid on such Parity
      Stock.

            (e)  So  long  as  any  shares  of  Series  B  Preferred  Stock  are
      outstanding,  no  dividends (other than dividends or  distributions  paid
      solely in shares of,  or  options, warrants or rights to subscribe for or
      purchase shares of, Fully Junior  Stock) shall be declared or paid or set
      apart for payment or other distribution  shall be declared or made or set
      apart  for  payment  upon Junior Stock, nor shall  any  Junior  Stock  be
      redeemed, purchased or  otherwise  acquired  (other  than  a  redemption,
      purchase  or  other acquisition of Common Stock made for purposes  of  an
      employee incentive  or benefit plan of the Corporation or any subsidiary)
      for any consideration  (or  any moneys be paid to or made available for a
      sinking fund for the redemption  of any Junior Stock) by the Corporation,
      directly or indirectly (except by  conversion  into or exchange for Fully
      Junior Stock), unless in each case (i) the full  cumulative  dividends on
      all  outstanding  Senior  Stock,  Series B Preferred Stock and any  other
      Parity Stock of the Corporation shall  have been or contemporaneously are
      declared and paid or declared and set apart  for payment for all dividend
      periods with respect to the Senior Stock, all  past Dividend Periods with
      respect  to the Series B Preferred Stock and all  past  dividend  periods
      with respect  to such Parity Stock, (ii) sufficient funds shall have been
      or contemporaneously  are  set  apart  for  the  payment  in  full of the
      dividend  for  the  current  dividend  period  with respect to the Senior
      Stock, the current Dividend Period with respect to the Series B Preferred
      Stock and the current dividend period with respect  to  such Parity Stock
      and (iii) sufficient funds shall have been or contemporaneously  are  set
      apart  for  payment  in  full  of  any  obligations of the Corporation in
      respect  of  Series  B  Preferred  Stock called  for  redemption  by  the
      Corporation pursuant to Section 5 or  required  to  be repurchased by any
      Holder pursuant to Section 6.

            (f) No distributions on Series B Preferred Stock  shall  be declared
      by  the  Board  of  Directors  or  paid  or  set apart for payment by the
      Corporation at such time as the terms and provisions  of any agreement of
      the  Corporation,  including any agreement relating to its  indebtedness,
      prohibits such declaration,  payment  or  setting  apart  for  payment or
      provides  that  such  declaration,  payment  or setting apart for payment
      would constitute a breach thereof or a default  thereunder,  or  if  such
      declaration or payment shall be restricted or prohibited by law.

      Section 4.   LIQUIDATION PREFERENCE.

            (a)   In  the event of any liquidation, dissolution or winding up of
      the Corporation,  whether voluntary or involuntary, before any payment or
      distribution  of the  assets  of  the  Corporation  (whether  capital  or
      surplus) shall  be  made to or set apart for the holders of Junior Stock,
      the holders of shares  of  the Series B Preferred Stock shall be entitled
      to receive Twenty Five Dollars  ($25.00)  (the  "LIQUIDATION PREFERENCE")
      per  share  of  Series  B  Preferred Stock plus an amount  equal  to  all
      dividends  (whether  or not declared)  accumulated,  accrued  and  unpaid
      thereon to the date of  final  distribution  to  such  holders;  but such
      holders shall not be entitled to any further payment; PROVIDED, that  the
      dividend  payable with respect to the Dividend Period containing the date
      of final distribution  shall  be equal to the greater of (i) the dividend
      provided in Section 3(a)(i) or  (ii)  the dividend determined pursuant to
      Section  3(a)(ii)  for  the  preceding Dividend  Period.   If,  upon  any
      liquidation, dissolution or winding  up of the Corporation, the assets of
      the Corporation, or proceeds thereof,  distributable among the holders of
      the shares of Series B Preferred Stock shall  be  insufficient  to pay in
      full  the  preferential amount aforesaid and liquidating payments on  any
      other shares of any class or series of Parity Stock, then such assets, or
      the proceeds  thereof, shall be distributed among the holders of Series B
      Preferred Stock  and  any  such  other Parity Stock ratably in accordance
      with  the respective amounts that would  be  payable  on  such  Series  B
      Preferred  Stock  and  any such other Parity Stock if all amounts payable
      thereon were paid in full.   For  the  purposes  of this Section 4, (i) a
      consolidation or merger of the Corporation with one or more corporations,
      real estate investment trusts or other entities, (ii)  a  sale,  lease or
      conveyance  of all or substantially all of the Corporation's property  or
      business, or (iii) a statutory share exchange shall not be deemed to be a
      liquidation,  dissolution or winding up, voluntary or involuntary, of the
      Corporation.

            (b) Subject  to the rights of the holders of shares of any series or
      class or classes of  shares  of capital stock ranking on a parity with or
      prior to the Series B Preferred  Stock  upon  liquidation, dissolution or
      winding  up,  upon  any liquidation, dissolution or  winding  up  of  the
      Corporation, after payment shall have been made in full to the holders of
      the Series B Preferred  Stock,  as  provided in this Section 4, any other
      series  or  class  or  classes of Junior  Stock  shall,  subject  to  the
      respective terms and provisions (if any) applying thereto, be entitled to
      receive any and all assets  remaining  to be paid or distributed, and the
      holders of the Series B Preferred Stock  shall  not  be entitled to share
      therein.

      Section 5.   REDEMPTION AT THE OPTION OF THE CORPORATION.

            (a)  Except  as  provided  in  paragraph  (b)  below, the  Series  B
      Preferred Stock shall not be redeemable by the Corporation  prior  to the
      fifth anniversary of the Issue Date.  The Series B Preferred Stock may be
      redeemed,  in  whole  or in part, at the option of the Corporation at any
      time on or after the fifth  anniversary  of  the  Issue Date out of funds
      legally available therefor at a redemption price payable in cash equal to
      the  Liquidation Preference per share of Series B Preferred  Stock  (plus
      all accumulated, accrued and unpaid dividends as provided below).

            (b)  If a Change of Control shall occur, the Corporation shall have
      the right, to  the  extent  that the Corporation shall have funds legally
      available therefor, to redeem, in whole, but not in part, the outstanding
      shares of Series B Preferred  Stock at a redemption price payable in cash
      in an amount equal to the Change  of  Control Price, by notice in writing
      to  the  holders  of  Series B Preferred Stock  no  later  than  30  days
      following the occurrence of such Change of Control.

            (c) Upon any redemption  of  shares  of  Series  B  Preferred Stock
      pursuant to this Section 5, and except for dividends paid pursuant to the
      next   sentence,  the  Corporation  shall  pay  all  accrued  and  unpaid
      dividends,  if  any,  thereon to the Call Date, without interest.  If the
      Call Date falls after a  dividend  payment  record  date and prior to the
      corresponding Dividend Payment Date, then each holder of shares of Series
      B  Preferred  Stock  at  the  close of business on such dividend  payment
      record date shall be entitled to  the  dividend payable on such shares on
      the corresponding Dividend Payment Date notwithstanding any redemption of
      such shares before such Dividend Payment Date.  Except as provided above,
      the Corporation shall make no payment or  allowance for unpaid dividends,
      whether or not in arrears, on shares of Series  B  Preferred Stock called
      for redemption.

            (d) If full cumulative dividends on the Series  B  Preferred  Stock
      and any other class or series of Parity Stock of the Corporation have not
      been  declared and paid or declared and set apart for payment, the Series
      B Preferred Stock may not be redeemed under paragraph (a) of this Section
      5 in part  and  the  Corporation  may  not  purchase or acquire shares of
      Series  B  Preferred  Stock, otherwise than pursuant  to  a  purchase  or
      exchange offer made on  the  same  terms  to  all  holders  of  Series  B
      Preferred Stock.

            (e)  Notice  of  the redemption of any shares of Series B Preferred
      Stock under this Section  5  shall  be mailed by first-class mail to each
      holder of record of shares of Series  B Preferred Stock to be redeemed at
      the address of each such holder as shown  on  the  Corporation's records,
      not fewer than 20 nor more than 60 days prior to the  Call Date.  Neither
      the failure to mail any notice required by this paragraph  (e),  nor  any
      defect therein or in the mailing thereof, to any particular holder, shall
      affect  the  sufficiency of the notice or the validity of the proceedings
      for redemption  with  respect to the other holders.  Any notice which was
      mailed in the manner herein  provided  shall  be conclusively presumed to
      have  been  duly  given  on the date mailed whether  or  not  the  holder
      receives  the  notice.   Each   such   mailed   notice  shall  state,  as
      appropriate:  (1) the Call Date; (2) the number of  shares  of  Series  B
      Preferred  Stock to be redeemed and, if fewer than all the shares held by
      such holder  are to be redeemed, the number of such shares to be redeemed
      from such holder;  (3)  the  redemption price; (4) the place or places at
      which certificates for such shares  are  to be surrendered; (5) the then-
      current Conversion Price; and (6) that dividends  on  the  shares  to  be
      redeemed  shall  cease  to  accrue  on such Call Date except as otherwise
      provided herein.  Notice having been  mailed as aforesaid, from and after
      the Call Date (unless the Corporation shall  fail  to  make  available an
      amount  of  cash  necessary  to  effect  such redemption), (i) except  as
      otherwise provided herein, dividends on the  shares of Series B Preferred
      Stock so called for redemption shall cease to  accrue,  (ii)  such shares
      shall no longer be deemed to be outstanding, and (iii) all rights  of the
      holders  thereof as holders of shares of Series B Preferred Stock of  the
      Corporation  shall cease (except the rights to convert and to receive the
      redemption  price,   without   interest   thereon,   upon  surrender  and
      endorsement  of  their  certificates  if so required and to  receive  any
      dividends  accrued  and  payable  thereon  to   the   Call   Date).   The
      Corporation's obligation to provide cash in accordance with the preceding
      sentence  shall  be deemed fulfilled if, on or before the Call Date,  the
      Corporation shall  deposit  with a bank or trust company (which may be an
      affiliate of the Corporation)  that  has  an  office  in  the  Borough of
      Manhattan, City of New York, and that has, or is an affiliate of  a  bank
      or  trust company that has, capital and surplus of at least $500,000,000,
      the  funds  in  cash  necessary  for  such  redemption,  in  trust,  with
      irrevocable  instructions  that such cash be applied to the redemption of
      the shares of Series B Preferred  Stock  so  called  for  redemption.  No
      interest shall accrue for the benefit of the holders of shares  of Series
      B  Preferred  Stock  to  be  redeemed  on  any  cash  so set aside by the
      Corporation.  Subject to applicable escheat laws, any such cash unclaimed
      at  the end of 6 months from the Call Date shall revert  to  the  general
      funds  of  the  Corporation,  after  which  reversion the holders of such
      shares so called for redemption shall look only  to  the general funds of
      the Corporation for the payment of such cash.

            As promptly as practicable after the surrender in  accordance  with
      such notice of the certificates for any such shares so redeemed (properly
      endorsed  or  assigned  for transfer, if the Corporation shall so require
      and if the notice shall so state), such shares shall be exchanged for the
      redemption price (without  interest  thereon)  for which such shares have
      been redeemed.  In the case of a redemption pursuant  to paragraph (a) of
      this  Section  5, if fewer than all the outstanding shares  of  Series  B
      Preferred Stock  are  to  be  redeemed,  shares  to  be redeemed shall be
      selected by the Corporation from outstanding shares of Series B Preferred
      Stock  not previously called for redemption pro rata (as  nearly  as  may
      be), by  lot  or by any other method determined by the Corporation in its
      sole discretion. In the case of a redemption pursuant to paragraph (a) of
      this Section 5,  if fewer than all the shares of Series B Preferred Stock
      represented  by any  certificate  are  redeemed,  then  new  certificates
      representing the  unredeemed  shares  shall be issued without cost to the
      holder thereof.

      Section 6.  REPURCHASE UPON FUNDAMENTAL CHANGE OR REIT TERMINATION EVENT.

            (a) If a Fundamental Change or REIT Termination Event shall occur:

            (i)   Each holder of shares of Series  B Preferred Stock shall have
                  the right to require the Corporation,  to the extent that the
                  Corporation shall have funds legally available  therefor,  to
                  repurchase,  in  whole  or  in  part, such holder's shares of
                  Series B Preferred Stock held on  the  date  that such holder
                  receives  the  notice described in subsection 6(a)(ii)  at  a
                  repurchase price  (the "REPURCHASE PRICE") payable in cash in
                  an amount equal to  (x)  in the case of a Fundamental Change,
                  100% of the Liquidation Preference  or  (y)  in the case of a
                  REIT  Termination  Event, 105% of the Liquidation  Preference
                  (plus, in the case of  each  of (x) and (y), all accumulated,
                  accrued and unpaid dividends to  the  date  of repurchase) in
                  each case as described below; PROVIDED, HOWEVER,  that  if  a
                  REIT  Termination  Event  occurs subsequent to five (5) years
                  following the Issue Date, the  Repurchase  Price  shall equal
                  100%  of  the  Liquidation  Preference  plus all accumulated,
                  accrued and unpaid dividends to the date of repurchase.

            (ii)  Within 15 days following the Corporation  becoming aware that
                  a Fundamental Change or REIT Termination Event  has occurred,
                  the  Corporation shall mail by first class mail or  overnight
                  courier  a  notice (the "REPURCHASE OFFER") to each holder of
                  shares  of Series  B  Preferred  Stock  stating  (A)  that  a
                  Fundamental  Change  or  REIT Termination Event has occurred,
                  describing in general terms  the  nature  of  such event, and
                  that such holder has the right to require the Corporation  to
                  repurchase  all  shares of Series B Preferred Stock then held
                  by such holder in  cash; (B) the Repurchase Date (which shall
                  be a Business Day, no  earlier than 20 days and no later than
                  60 days from the date such  notice  is  mailed, or such later
                  date as may be necessary to comply with the  requirements  of
                  the Exchange Act); (C) the Repurchase Price; (D) the place or
                  places  at  which  certificates  for  such  shares  are to be
                  surrendered;   (E)   that  dividends  on  the  shares  to  be
                  repurchased shall cease  to  accrue  on  such Repurchase Date
                  except as otherwise provided herein; and (F) the instructions
                  determined   by   the  Corporation,  consistent   with   this
                  subsection, that such  holder  must follow in connection with
                  the repurchase of its shares of Series B Preferred Stock.

            (iii) On the Repurchase Date, the Corporation  shall, to the extent
                  lawful  (and to the extent any payment is unlawful,  promptly
                  after the  date  on  which  such  payment  thereafter becomes
                  lawful), accept for payment the shares of Series  B Preferred
                  Stock tendered pursuant to the Repurchase Offer described  in
                  Subsection 6(a)(ii).  The Corporation's obligation to provide
                  cash  in  accordance with Subsection 6(a)(ii) shall be deemed
                  fulfilled  if,   on   or  before  the  Repurchase  Date,  the
                  Corporation shall deposit with a bank or trust company (which
                  may be an affiliate of the Corporation) that has an office in
                  the Borough of Manhattan,  City of New York, and that has, or
                  is an affiliate of a bank or  trust company that has, capital
                  and  surplus  of at least $500,000,000,  the  funds  in  cash
                  necessary for such  repurchase  of  all  shares  of  Series B
                  Preferred  Stock  so  tendered,  in  trust,  with irrevocable
                  instructions that such cash be applied to the  repurchase  of
                  the  shares  of  Series  B  Preferred  Stock  so tendered for
                  repurchase.  No interest shall accrue for the benefit  of the
                  holders   of  shares  of  Series  B  Preferred  Stock  to  be
                  repurchased  on  any  cash  so  set aside by the Corporation.
                  Subject to applicable escheat laws,  any  such cash unclaimed
                  at  the  end  of  six months from the Repurchase  Date  shall
                  revert to the general  funds  of the Corporation, after which
                  reversion the holders of such shares so called for repurchase
                  shall look only to the general  funds  of the Corporation for
                  the payment of such cash.

            (iv)  As promptly as practicable after the surrender  in accordance
                  with such notice of the certificates for any such  shares  so
                  redeemed  (properly endorsed or assigned for transfer, if the
                  Corporation  shall  so  require  and  if  the notice shall so
                  state), such shares shall be exchanged for  any cash (without
                  interest   thereon)   for   which   such  shares  have   been
                  repurchased.

            (b) Notwithstanding anything else herein, to  the  extent  they are
      applicable  to any such repurchase, the Corporation will comply with  any
      federal and state  securities  laws,  rules  and regulations and all time
      periods and requirements shall be adjusted accordingly.

            (c)  The  Corporation  may,  upon ten (10) Business  Days'  advance
      notice to the holders of the Series  B  Preferred  Stock of a Fundamental
      Change, request a waiver of such holders' rights under  this  Section  6;
      PROVIDED,  HOWEVER,  that  the  failure  of such holders to respond to or
      otherwise act upon such request shall not  be deemed to create or imply a
      waiver or otherwise affect such holders' rights under this Section 6.

      Section 7.  CONVERSION.  Holders of shares of  Series  B  Preferred Stock
shall have the right to convert all or a portion of such shares into  shares of
Common Stock, as follows:

            (a)  Subject  to  and  upon  compliance  with the provisions of this
      Section 7 and the provisions of Article VII of the Corporation's Articles
      of Incorporation, a holder of shares of Series  B  Preferred  Stock shall
      have the right, at any time, at his or her option, to convert such shares
      into  the number of fully paid and non-assessable shares of Common  Stock
      obtained  by dividing the aggregate Liquidation Preference of such shares
      (exclusive  of  accrued but unpaid dividends) by the Conversion Price (as
      in effect at the  time and on the date provided for in the last paragraph
      of paragraph (b) of this Section 7); PROVIDED, HOWEVER, that the right to
      convert shares called  for  redemption  pursuant  to  Section  5 or to be
      repurchased  pursuant  to  Section  6  shall  terminate  at  the close of
      business  on  the  fifth  Business  Day prior to the date fixed for  such
      redemption or repurchase, unless the  Corporation shall default in making
      payment  of  the cash payable upon such redemption  or  repurchase  under
      Section 5 or Section 6, as the case may be.

            (b) In order  to  exercise  the conversion right, the holder of each
      share of Series B Preferred Stock  to  be  converted  shall surrender the
      certificate  representing  such share, duly endorsed or assigned  to  the
      Corporation or in blank, at the office of the Transfer Agent, accompanied
      by written notice to the Corporation  that  the  holder thereof elects to
      convert  such  share  of  Series  B Preferred Stock.  Unless  the  shares
      issuable on conversion are to be issued  in  the same name as the name in
      which such Series B Preferred Stock is registered, each share surrendered
      for conversion shall be accompanied by instruments  of  transfer, in form
      satisfactory  to  the  Corporation, duly executed by the holder  or  such
      holder's duly authorized  attorney  and  an  amount sufficient to pay any
      transfer  or  similar  tax (or evidence reasonably  satisfactory  to  the
      Corporation demonstrating that such taxes have been paid).

            Holders of shares  of  Series  B  Preferred  Stock  at the close of
      business on a dividend payment record date shall be entitled  to  receive
      the dividend payable on such shares on the corresponding Dividend Payment
      Date  notwithstanding  the  conversion  thereof  following  such dividend
      payment record date and prior to such Dividend Payment Date.   Except  as
      provided  above,  the  Corporation shall make no payment or allowance for
      unpaid dividends on converted  shares  or  for dividends on the shares of
      Common Stock issued upon such conversion.

            As promptly as practicable after the surrender  of certificates for
      shares of  Series B Preferred Stock as aforesaid (and in any event within
      three  business  days  following  such surrender), the Corporation  shall
      issue and shall deliver at such office  to  such holder, or on his or her
      written  order, a certificate or certificates  for  the  number  of  full
      shares of  Common  Stock  issuable  upon the conversion of such shares in
      accordance with provisions of this Section 7, and any fractional interest
      in respect of a share of Common Stock  arising upon such conversion shall
      be settled as provided in paragraph (c) of this Section 7.

            Each conversion shall be deemed to  have  been effected immediately
      prior to the close of business on the date on which  the certificates for
      the shares of Series B Preferred Stock to be converted  shall  have  been
      surrendered  and  such notice shall have been received by the Corporation
      as aforesaid, and the  person  or  persons  in  whose  name  or names any
      certificate or certificates for shares of Common Stock shall be  issuable
      upon such conversion shall be deemed to have become the holder or holders
      of record of the shares represented thereby at such time on such date and
      such  conversion shall be at the Conversion Price in effect at such  time
      on such  date unless the share transfer books of the Corporation shall be
      closed on  that  date,  in  which  event  such person or persons shall be
      deemed to have become such holder or holders  of  record  at the close of
      business  on  the next succeeding day on which such share transfer  books
      are open, but such  conversion shall be at the Conversion Price in effect
      on the date on which  such surrendered shares shall have been surrendered
      and such notice is received by the Corporation.

            (c) No fractional  shares  or scrip representing fractions of shares
      of Common Stock shall be issued upon conversion of the shares of Series B
      Preferred Stock.  Instead of any fractional interest in a share of Common
      Stock that would otherwise be deliverable  upon the conversion of a share
      of Series B Preferred Stock, the Corporation  shall  pay to the holder of
      such share an amount in cash based upon the Current Market  Price  of the
      Common  Stock  on  the  Trading  Day  immediately  preceding  the date of
      conversion.   If  more than one share shall be surrendered for conversion
      at one time by the same holder, the number of full shares of Common Stock
      issuable upon conversion  thereof  shall  be computed on the basis of the
      aggregate number of Series B Preferred Stock so surrendered.

            (d) The Conversion Price shall be adjusted  from  time  to  time  as
      follows:

                  (i)  If the Corporation shall, after the Issue Date: (A) pay a
            dividend or  make a distribution on its capital shares in shares of
            Common Stock,  (B) subdivide its outstanding shares of Common Stock
            into a greater number of shares, (C) combine its outstanding shares
            of Common Stock  into  a  smaller number of shares or (D) issue any
            shares of capital stock by reclassification of its shares of Common
            Stock, the Conversion Price in effect at the opening of business on
            the  day  following  the  date   fixed  for  the  determination  of
            stockholders entitled to receive such  dividend  or distribution or
            at the opening of business on the Business Day next  following  the
            day  on  which  such  subdivision,  combination or reclassification
            becomes effective, as the case may be,  shall  be  adjusted so that
            the  holder  of  any shares of Series B Preferred Stock  thereafter
            surrendered for conversion  shall be entitled to receive the number
            of  shares of Common Stock that  such  holder  would  have owned or
            have  been  entitled to receive after the happening of any  of  the
            events described  above  as  if  such  shares of Series B Preferred
            Stock had been converted immediately prior  to  the  record date in
            the case of a dividend or distribution or the effective date in the
            case  of  a  subdivision,  combination  or  reclassification.    An
            adjustment  made  pursuant  to  this  subparagraph (i) shall become
            effective immediately after the opening of business on the Business
            Day next following the record date (except as provided in paragraph
            (h)  below)  in the case of a dividend or  distribution  and  shall
            become effective  immediately  after the opening of business on the
            Business Day next following the  effective  date  in  the case of a
            subdivision, combination or reclassification.

                  (ii)  If the Corporation shall issue after the Issue Date
            rights,  options  or  warrants  to  all  holders  of  Common  Stock
            entitling  them  (for  a  period expiring within 45 days after  the
            record date mentioned below) to subscribe for or purchase shares of
            Common Stock at a price per  share  less  than  of  the Fair Market
            Value  per  share  of  Common  Stock  on  the  record date for  the
            determination  of  stockholders  entitled to receive  such  rights,
            options or warrants, then the Conversion  Price  in  effect  at the
            opening  of business on the Business Day next following such record
            date shall be adjusted to equal the price determined by multiplying
            (A) the Conversion Price in effect immediately prior to the opening
            of business  on  the Business Day next following the date fixed for
            such determination  by (B) a fraction, the numerator of which shall
            be the sum of (x) the  number of shares of Common Stock outstanding
            on the close of business  on  the date fixed for such determination
            and (y) the number of shares that  the  aggregate  proceeds  to the
            Corporation  from  the exercise of such rights, options or warrants
            for shares of Common Stock would purchase at Fair Market Value, and
            the denominator of which  shall  be  the  sum  of (x) the number of
            shares of Common Stock outstanding on the close  of business on the
            date fixed for such determination and (y) the number  of additional
            shares  of  Common  Stock  offered  for  subscription  or  purchase
            pursuant  to  such  rights,  options  or warrants.  Such adjustment
            shall become effective immediately after the opening of business on
            the  day next following such record date  (except  as  provided  in
            paragraph  (h)  below).  In determining whether any rights, options
            or warrants entitle  the  holders  of  shares  of  Common  Stock to
            subscribe for or purchase shares of Common Stock at less than  Fair
            Market  Value,  there shall be taken into account any consideration
            received by the Corporation upon issuance and upon exercise of such
            rights, options or  warrants,  the  value of such consideration, if
            other than cash, to be determined by the Board of Directors.

                  (iii)  If the Corporation shall distribute to all holders of
            Common Stock  any  securities of the Corporation (other than shares
            of  Common  Stock)  or  evidence  of  its  indebtedness  or  assets
            (excluding cumulative  cash  dividends  or  distributions paid with
            respect to the shares of Common Stock after December 31, 1998 which
            are  not  in  excess  of  the  following:   the  sum   of  (A)  the
            Corporation's  cumulative  undistributed  Funds from Operations  at
            December 31, 1998, plus (B) the cumulative  amount  of  Funds  from
            Operations, as determined by the Board of Directors, after December
            31,  1998,  minus (C) the cumulative amount of dividends accrued or
            paid in respect  of the Series B Preferred Stock or any other class
            or series of preferred  stock  of  the  Corporation after the Issue
            Date) or rights, options or warrants to subscribe  for  or purchase
            any of its securities (excluding those rights, options and warrants
            issued to all holders of shares of Common Stock entitling  them for
            a period expiring within 45 days after the record date referred  to
            in  subparagraph  (ii) above to subscribe for or shares of purchase
            Common Stock, which  rights  and  warrants  are  referred to in and
            treated under subparagraph (ii) above) (any of the  foregoing being
            hereinafter  in  this  subparagraph  (iii) collectively called  the
            "SECURITIES" and individually a "SECURITY"), then in each such case
            the Conversion Price shall be adjusted  so  that it shall equal the
            price determined by multiplying (x) the Conversion  Price in effect
            immediately  prior to the close of business on the date  fixed  for
            the  determination   of   stockholders  entitled  to  receive  such
            distribution by (y) a fraction, the numerator of which shall be the
            Fair Market Value per share  of Common Stock on the record date for
            the  determination  of  stockholders   entitled   to  receive  such
            distribution less the then fair market value (as determined  by the
            Board  of  Directors, whose determination shall be conclusive),  of
            the  portion   of   the   Securities  or  assets  or  evidences  of
            indebtedness so distributed  or of such rights, options or warrants
            applicable to one share of  Common  Stock,  and  the denominator of
            which shall be the Fair Market Value per share of  Common  Stock on
            the  record date for the determination of stockholders entitled  to
            receive  such distribution.  Such adjustment shall become effective
            immediately  at  the  opening  of business on the Business Day next
            following (except as provided in  paragraph  (h)  below) the record
            date for the determination of stockholders entitled to receive such
            distribution.   For  the purposes of this subparagraph  (iii),  the
            distribution of a Security,  which  is  distributed not only to the
            holders of the shares of Common Stock on  the  date  fixed  for the
            determination of stockholders entitled to such distribution of such
            Security,  but  also is distributed with each share of Common Stock
            delivered to a Person  converting  a  share  of  Series B Preferred
            Stock   after  such  determination  date,  shall  not  require   an
            adjustment  of  the  Conversion Price pursuant to this subparagraph
            (iii); PROVIDED that on  the  date,  if  any,  on  which  a  person
            converting  a share of Series B Preferred Stock would no longer  be
            entitled to receive  such  Security  with  a  share of Common Stock
            (other than as a result of the termination of all such Securities),
            a distribution of such Securities shall be deemed  to have occurred
            and  the  Conversion  Price shall be adjusted as provided  in  this
            subparagraph (iii) (and  such  day  shall be deemed to be "the date
            fixed for the determination of the stockholders entitled to receive
            such distribution" and "the record date"  within the meaning of the
            two preceding sentences).

                (iv) In case a tender or exchange offer  (which  term shall not
            include open market repurchases by the Corporation) is  made by the
            Corporation  or  any subsidiary of the Corporation for all  or  any
            portion of the shares  of Common Stock shall expire and such tender
            or exchange offer shall  involve  the payment by the Corporation or
            such subsidiary of consideration per share of Common Stock having a
            fair market value (as determined in  good  faith  by  the  Board of
            Directors, whose determination shall be conclusive and described in
            a  resolution  of  the  Board  of Directors), at the last time (the
            "EXPIRATION TIME") tenders or exchanges  may  be  made  pursuant to
            such  tender  or  exchange  offer,  that exceeds the Current Market
            Price per share of Common Stock on the  Trading Day next succeeding
            the Expiration Time, the Conversion Price shall be reduced to equal
            the price determined by multiplying the Conversion  Price in effect
            immediately  prior  to  the  effectiveness of the Conversion  Price
            reduction contemplated by this subparagraph, by a fraction of which
            the  numerator  shall  be the number  of  shares  of  Common  Stock
            outstanding (including any  tendered  or  exchanged  shares) at the
            Expiration Time, multiplied by the Current Market Price  per  share
            of  Common  Stock on the Trading Day next succeeding the Expiration
            Time, and the  denominator  shall be the sum of (A) the fair market
            value  (determined as aforesaid)  of  the  aggregate  consideration
            payable  to  stockholders  based  upon  the  acceptance  (up to any
            maximum specified in the terms of the tender or exchange offer)  of
            all  shares  validly  tendered or exchanged and not withdrawn as of
            the Expiration Time (the  shares  deemed  so  accepted,  up  to any
            maximum,  being referred to as the "PURCHASED SHARES") and (B)  the
            product of  the  number of shares of Common Stock outstanding (less
            any Purchased Shares) at the Expiration Time and the Current Market
            Price per share of  Common Stock on the Trading Day next succeeding
            the Expiration Time, such reduction to become effective immediately
            prior  to  the  opening  of  business  on  the  day  following  the
            Expiration Time.

                  (v) No adjustment  in  the  Conversion Price shall be required
            unless  such  adjustment would require  a  cumulative  increase  or
            decrease of at  least 1% in such price; PROVIDED, HOWEVER, that any
            adjustments that  by  reason  of  this  subparagraph  (v)  are  not
            required to be made shall be carried forward and taken into account
            in  any  subsequent  adjustment  until made; and PROVIDED, FURTHER,
            that any adjustment shall be required  and  made in accordance with
            the provisions of this Section 7 (other than this subparagraph (v))
            not later than such time as may be required in  order  to  preserve
            the  tax-free nature of a distribution to the holders of shares  of
            Common Stock.  Notwithstanding any other provisions of this Section
            7, the  Corporation shall not be required to make any adjustment of
            the Conversion Price for the issuance of any shares of Common Stock
            pursuant to any plan providing for the reinvestment of dividends or
            interest   payable   on  securities  of  the  Corporation  and  the
            investment of additional  optional  amounts  of  cash  in shares of
            Common Stock under such plan.  All calculations under this  Section
            7  shall  be  made  to  the  nearest cent (with $.005 being rounded
            upward) or to the nearest one-tenth of a share (with .05 of a share
            being  rounded upward), as the  case  may  be.   Anything  in  this
            paragraph  (d)  to  the  contrary  notwithstanding, the Corporation
            shall be entitled, to the extent permitted  by  law,  to  make such
            reductions  in  the Conversion Price, in addition to those required
            by this paragraph  (d),  as it in its discretion shall determine to
            be advisable in order that  any  share  dividends,  subdivision  of
            shares,  reclassification or combination of shares, distribution of
            rights  or   warrants   to   purchase   shares  or  securities,  or
            distribution of other assets (other than  cash dividends) hereafter
            made by the Corporation to its stockholders shall not be taxable.

            (e)  If the Corporation shall be a party to any transaction
      (including  without  limitation a merger, consolidation, statutory  share
      exchange, self tender  offer  for  all or substantially all of its Common
      Stock, sale of all or substantially  all  of  the Corporation's assets or
      recapitalization  of  the  shares  of  Common  Stock  and  excluding  any
      transaction as to which subparagraph (d)(i) of this  Section  7  applies)
      (each  of the foregoing being referred to herein as a "TRANSACTION"),  in
      each case  as a result of which all or substantially all of the shares of
      Common Stock  are  converted into the right to receive shares, securities
      or other property (including cash or any combination thereof), each share
      of Series B Preferred  Stock  which is not redeemed or converted into the
      right to receive shares, securities  or  other  property  prior  to  such
      Transaction  shall  thereafter be convertible into the kind and amount of
      shares, securities and  other property (including cash or any combination
      thereof) receivable upon the consummation of such Transaction by a holder
      of that number of shares of Common Stock into which one share of Series B
      Preferred Stock was convertible  immediately  prior  to such Transaction,
      assuming such holder of Common Stock (i) is not a Person  with  which the
      Corporation  consolidated  or into which the Corporation merged or  which
      merged into the Corporation  or  to which such sale or transfer was made,
      as  the  case  may  be  ("CONSTITUENT PERSON"),  or  an  affiliate  of  a
      Constituent Person and (ii) failed to exercise his rights of election, if
      any, as to the kind or amount  of  shares,  securities and other property
      (including cash) receivable upon such Transaction  (provided  that if the
      kind or amount of shares, securities and other property (including  cash)
      receivable upon such Transaction is not the same for each share of Common
      Stock  held  immediately  prior  to  such  Transaction  by  other  than a
      Constituent  Person  or an affiliate thereof and in respect of which such
      rights of election shall  not have been exercised ("NON-ELECTING SHARE"),
      then for the purpose of this paragraph (e) the kind and amount of shares,
      securities  and other property  (including  cash)  receivable  upon  such
      Transaction by each Non-Electing Share shall be deemed to be the kind and
      amount so receivable  per  share  by  a  plurality  of  the  Non-Electing
      Shares).  The Corporation shall not be a party to any Transaction  unless
      the terms of such Transaction are consistent with the provisions of  this
      paragraph (e), and it shall not consent or agree to the occurrence of any
      Transaction  until the Corporation has entered into an agreement with the
      successor or purchasing  entity,  as  the case may be, for the benefit of
      the holders of the shares of Series B Preferred  Stock  that will contain
      provisions enabling the holders of the shares of Series B Preferred Stock
      that  remain  outstanding  after  such  Transaction to convert  into  the
      consideration  received  by holders of shares  of  Common  Stock  at  the
      Conversion Price in effect  immediately  prior  to such Transaction.  The
      provisions  of  this paragraph (e) shall similarly  apply  to  successive
      Transactions.

            (f) If:

                  (i) the  Corporation  shall  declare  a dividend (or any other
            distribution)  on its Common Stock (other than  cash  dividends  or
            distributions paid with respect to the shares of Common Stock after
            December 31, 1998  not  in  excess  of the sum of the Corporation's
            cumulative  undistributed  Funds from Operations  at  December  31,
            1998,  plus the cumulative amount  of  Funds  from  Operations,  as
            determined  by  the  Board  of  Directors, after December 31, 1998,
            minus the cumulative amount of dividends accrued or paid in respect
            of the shares of  Series B Preferred  Stock  or  any other class or
            series of preferred stock of the Corporation after the Issue Date);
            or

                  (ii)  the Corporation shall authorize the granting to all
            holders of shares of Common Stock of rights, options or warrants to
            subscribe for or purchase any shares of any class  or  any  other
            rights, options or warrants; or

                  (iii) there shall be any reclassification of the shares of
            Common  Stock (other than an event to which subparagraph (d)(i)  of
            this Section 7 applies) or any consolidation or merger to which the
            Corporation  is  a party and for which approval of any stockholders
            of the Corporation is required, or a statutory share exchange, or a
            self tender offer  by  the Corporation for all or substantially all
            of its outstanding shares  of  Common Stock or the sale or transfer
            of all or substantially all of the  assets of the Corporation as an
            entirety; or

                  (iv)  there shall occur the voluntary or involuntary
            liquidation, dissolution or winding up of the Corporation;

      then the Corporation shall cause to  be filed with the Transfer Agent and
      shall cause to be mailed to the holders  of  shares of Series B Preferred
      Stock at their addresses as shown on the records  of  the  Corporation  a
      notice  stating (A) the date on which a record is to be taken the "RECORD
      DATE") for  the  purpose  of  such  dividend, distribution or granting of
      rights, options or warrants, or, if a record is not to be taken, the date
      as  of  which the holders of shares of  Common  Stock  of  record  to  be
      entitled  to  such  dividend, distribution or rights, options or warrants
      are to be determined  or  (B)  the  date  on which such reclassification,
      consolidation,   merger,  statutory  share  exchange,   sale,   transfer,
      liquidation, dissolution  or  winding  up is expected to become effective
      (the "EFFECTIVE DATE"), and the date as  of  which  it  is  expected that
      holders of shares of Common Stock of record shall be entitled to exchange
      their  shares of Common Stock for securities or other property,  if  any,
      deliverable  upon such reclassification, consolidation, merger, statutory
      share exchange,  sale,  transfer, liquidation, dissolution or winding up.
      Such notice shall be given to the holders of shares of Series B Preferred
      Stock as promptly as possible, but in all cases at least 10 days prior to
      the Record Date for purposes  of  clause (A) above and the Effective Date
      for purposes of clause (B) above, as the case may be.  Failure to give or
      receive such notice or any defect therein  shall  not affect the legality
      or validity of the proceedings described in this Section 7.

            (g) Whenever the Conversion Price is adjusted as herein provided,
      the  Corporation shall promptly file with the Transfer Agent an officer's
      certificate  setting forth the Conversion Price after such adjustment and
      setting forth  a  brief  statement of the facts requiring such adjustment
      which certificate shall be conclusive evidence of the correctness of such
      adjustment  absent manifest  error.   Promptly  after  delivery  of  such
      certificate, the Corporation shall prepare a notice of such adjustment of
      the Conversion  Price setting forth the adjusted Conversion Price and the
      effective date of  such  adjustment  and  shall  mail such notice of such
      adjustment of the Conversion Price to the holder of  each share of Series
      B Preferred Stock at such holder's last address as shown  on  the records
      of the Corporation.

            (h)  In any case in which paragraph (d)of this Section 7 provides
      that an adjustment shall  become  effective on the day next following the
      record date for an event, the Corporation  may defer until the occurrence
      of  such  event  (A)  issuing  to the holder of any  share  of  Series  B
      Preferred  Stock  converted  after   such  record  date  and  before  the
      occurrence of such event the additional  shares  of Common Stock issuable
      upon such conversion by reason of the adjustment required  by  such event
      over  and  above the shares of Common Stock issuable upon such conversion
      before giving effect to such adjustment and (B) paying to such holder any
      amount of cash  in lieu of any fraction pursuant to paragraph (c) of this
      Section 7.

            (i) There shall be no adjustment of the Conversion Price in case of
      the issuance of any shares  of  capital  stock  of  the  Corporation in a
      reorganization,  acquisition  or  other  similar  transaction  except  as
      specifically  set  forth in this Section 7.  If any action or transaction
      would require adjustment  of  the  Conversion Price pursuant to more than
      one paragraph of this Section 7, only  one  adjustment  shall be made and
      such  adjustment shall be the amount of adjustment that has  the  highest
      absolute value.

          (j) If the Corporation shall take any action affecting the shares of
      Common Stock, other than actions described in this Section 7, that in the
      opinion  of  the Board of Directors would materially and adversely affect
      the conversion  rights of the holders of the shares of Series B Preferred
      Stock, the Conversion  Price  for  the shares of Series B Preferred Stock
      may be adjusted, to the extent permitted  by law, in such manner, if any,
      and at such time, as the Board of Directors,  in its sole discretion, may
      determine to be equitable in the circumstances.

          (k) The Corporation covenants that it will  at all times reserve and
      keep available, free from preemptive rights, out of  the aggregate of its
      authorized  but  unissued  shares  of  Common Stock, for the  purpose  of
      effecting conversion of the shares of Series  B Preferred Stock, the full
      number of shares of Common Stock deliverable upon  the  conversion of all
      outstanding shares of Series B Preferred Stock not theretofore converted.
      For purposes of this paragraph (k), the number of shares  of Common Stock
      that  shall be deliverable upon the conversion of all outstanding  shares
      of Series  B  Preferred  Stock  shall  be  computed  as if at the time of
      computation all such outstanding shares were held by a single holder.

            The  Corporation covenants that any shares of Common  Stock  issued
      upon conversion  of  the  shares  of   Series  B Preferred Stock shall be
      validly issued, fully paid and non-assessable.   Before taking any action
      that would cause an adjustment reducing the Conversion  Price  below  the
      then-par  value of the shares of Common Stock deliverable upon conversion
      of the shares  of Series B Preferred Stock, the Corporation will take any
      action that, in  the  opinion  of  its counsel, may be necessary in order
      that  the  Corporation  may validly and  legally  issue  fully  paid  and
      (subject to any customary  qualification  based upon the nature of a real
      estate investment trust) non-assessable shares  of  Common  Stock at such
      adjusted Conversion Price.

            The  Corporation shall endeavor to list the shares of Common  Stock
      required to  be  delivered  upon  conversion  of  the shares of  Series B
      Preferred  Stock, prior to such delivery, upon each  national  securities
      exchange, if  any,  upon which the outstanding shares of Common Stock are
      listed at the time of such delivery.

            The Corporation shall endeavor to comply with all federal and state
      securities  laws  and  regulations  thereunder  in  connection  with  the
      issuance of any securities  that  the  Corporation  shall be obligated to
      deliver  upon conversion of the shares of Series B Preferred  Stock.  The
      certificates   evidencing   such   securities  shall  bear  such  legends
      restricting  transfer  thereof  in  the  absence  of  registration  under
      applicable securities laws or an exemption  therefrom  as the Corporation
      may in good faith deem appropriate.

          (l)  The Corporation will pay any and all documentary stamp or
      similar  issue or transfer taxes payable  in  respect  of  the  issue  or
      delivery of  shares  of  Common  Stock or other securities or property on
      conversion of the shares of Series  B  Preferred  Stock  pursuant hereto;
      PROVIDED, HOWEVER, that the Corporation shall not be required  to pay any
      tax that may be payable in respect of any transfer involved in the  issue
      or delivery of shares of Common Stock or other securities or property  in
      a  name other than that of the holder of the shares of Series B Preferred
      Stock to be converted, and no such issue or delivery shall be made unless
      and  until  the  person requesting such issue or delivery has paid to the
      Corporation the amount  of any such tax or established, to the reasonable
      satisfaction of the Corporation, that such tax has been paid.

      Section 8.  SHARES TO BE RETIRED.  All shares of Series B Preferred Stock
which shall have been issued and  reacquired  in  any manner by the Corporation
shall be restored to the status of authorized but unissued  shares  of  capital
stock of the Corporation, without designation as to class or series.

      Section 9.  RANKING.   Any class or series of shares of capital stock  of
the Corporation shall be deemed to rank:

            (a) prior to the shares of Series B Preferred Stock, as to the
      payment  of  dividends and as to distribution of assets upon liquidation,
      dissolution or  winding  up, if the holders of such class or series shall
      be entitled to the receipt  of dividends or of amounts distributable upon
      liquidation, dissolution or winding up, as the case may be, in preference
      or priority to the holders of shares of Series B Preferred Stock;

            (b) on a parity with the shares of Series B Preferred Stock, as to
      the  payment  of  dividends  and  as  to  distribution   of  assets  upon
      liquidation,  dissolution  or  winding  up,  whether or not the  dividend
      rates,  dividend payment dates or redemption or  liquidation  prices  per
      share thereof  shall  be  different  from those of the shares of Series B
      Preferred Stock, if the holders of such class or series and the shares of
      Series B Preferred Stock shall be entitled  to  the  receipt of dividends
      and of amounts distributable upon liquidation, dissolution  or winding up
      in proportion to their respective amounts of accrued and unpaid dividends
      per share or liquidation preferences, without preference or priority  one
      over the other ("PARITY STOCK");

            (c) junior to the shares of Series B Preferred Stock, as to the
      payment of dividends or as to the distribution of assets upon
      liquidation, dissolution or winding up, if such class or series shall be
      Junior Stock; and

            (d) junior to the shares of Series B Preferred Stock, as to the
      payment  of  dividends  and  as  to  the  distribution   of  assets  upon
      liquidation, dissolution or winding up, if such class or series  shall be
      Fully Junior Stock.

      Section 10. VOTING.  If and whenever six quarterly dividends (whether  or
not  consecutive)  payable  on  the  shares  of Series B Preferred Stock or any
series or class of Parity Stock shall be in arrears  (which shall, with respect
to any such quarterly dividend, mean that any such dividend  has  not been paid
in  full),  whether  or not declared, the number of directors then constituting
the Board of Directors  shall  be  increased by two and the holders of Series B
Preferred Stock, together with the holders  of  shares of every other series of
Parity Stock (any such other series, the "VOTING PREFERRED STOCK"), voting as a
single  class  regardless  of  series,  shall  be entitled  to  elect  the  two
additional directors to serve on the Board of Directors  at  any annual meeting
of  stockholders  or  special  meeting held in place thereof, or at  a  special
meeting of the holders of the shares of Series B Preferred Stock and the Voting
Preferred  Stock  called ashereinafter  provided.   Whenever  all  arrears  in
dividends on the shares  of  Series  B Preferred Stock and the Voting Preferred
Stock then outstanding shall have been  paid  and  dividends  thereon  for  the
current  quarterly  dividend  period  shall  have been paid or declared and set
apart for payment,  then the right of the holders  of  the  shares  of Series B
Preferred  Stock  and  the Voting Preferred Stock to elect such additional  two
directors shall cease (but subject always to the same provision for the vesting
of such voting rights in  the case of any similar future arrearage in quarterly
dividends), and the terms of  office of all persons elected as directors by the
holders of the shares of Series  B  Preferred  Stock  and  the Voting Preferred
Stock shall forthwith terminate and the number of the Board  of Directors shall
be reduced accordingly.  At any time after such voting power shall have been so
vested  in  the  holders of shares of Series B Preferred Stock and  the  Voting
Preferred Stock, the  Secretary  of  the  Corporation may, and upon the written
request of any holder of shares of Series B  Preferred  Stock (addressed to the
Secretary  at the principal office of the Corporation) shall,  call  a  special
meeting of the  holders  of  the  shares of Series B Preferred Stock and of the
Voting Preferred Stock for the election  of the directors to be elected by them
as herein provided, such call to be made by  notice similar to that provided in
the Bylaws of the Corporation for a special meeting  of  the stockholders or as
required  by law. If any such special meeting required to be  called  as  above
provided shall  not  be called by the Secretary within 20 days after receipt of
any such request, then  any  holder  of  shares of Series B Preferred Stock may
call such meeting, upon the notice above provided,  and  for that purpose shall
have access to the records of the Corporation.  The directors  elected  at  any
such  special  meeting  shall  hold office until the next annual meeting of the
stockholders or special meeting  held  in lieu thereof if such office shall not
have previously terminated as above provided.  If any vacancy shall occur among
the directors elected by the holders of  the shares of Series B Preferred Stock
and the Voting Preferred Stock, a successor  shall  be  elected by the Board of
Directors, upon the nomination of the then-remaining director  elected  by  the
holders  of  the  shares  of  Series B Preferred Stock and the Voting Preferred
Stock or the successor of such  remaining  director,  to  serve  until the next
annual meeting of the stockholders or special meeting held in place  thereof if
such office shall not have previously terminated as provided above.

      So  long  as  any shares of Series B Preferred Stock are outstanding,  in
addition to any other vote or consent of stockholders required by law or by the
Corporation's Articles  of  Incorporation, the affirmative vote of at least 66-
2/3% of the votes entitled to  be cast by the holders of the shares of Series B
Preferred Stock given in person  or  by  proxy,  either  in  writing  without a
meeting  or  by  vote at any meeting called for the purpose, shall be necessary
for effecting or validating:

            (a) Any amendment, alteration or repeal of any of the provisions of
      the Corporation's Articles of Incorporation, the Corporation's By-Laws or
      these Articles  Supplementary  that  materially and adversely affects the
      voting powers, rights or preferences of  the  holders  of  the  shares of
      Series  B  Preferred Stock; PROVIDED, HOWEVER, that the amendment of  the
      provisions of  the  Corporation's  Articles  of  Incorporation  so  as to
      authorize  or  create  shares  of  a  series  of  preferred  stock of the
      Corporation  in  exchange  for  the Class A Interests having an aggregate
      stated   value  of  $35,000,000  and  having   rights,   privileges   and
      designations  comparable  to  those  of  the Class A Interests ("SERIES A
      PREFERRED STOCK") or to authorize or create  or  increase  the authorized
      amount  of  any shares of Fully Junior Stock, any shares of Junior  Stock
      that are not  senior  in  any respect to the Series B Preferred Stock, or
      any shares of Parity Stock  shall  not  be deemed to materially adversely
      affect the voting powers, rights or preferences  of the holders of shares
      of Series B Preferred Stock; or

           (b) A share exchange that affects the shares  of  Series B Preferred
      Stock, a  consolidation with or merger of the Corporation  into  another
      entity, or a  consolidation  with  or  merger  of another entity into the
      Corporation, unless in each such case each share  of  Series  B Preferred
      Stock (i) shall remain outstanding without a material and adverse  change
      to its terms and rights or (ii) shall be converted into or exchanged  for
      convertible  preferred  stock of the surviving entity having preferences,
      conversion or other rights,  voting  powers, restrictions, limitations as
      to  dividends,  qualifications  and terms  or  conditions  of  redemption
      thereof identical to that of a share  of Series B Preferred Stock (except
      for changes that do not materially and  adversely  affect  the holders of
      the shares of Series B Preferred Stock); or

           (c) Except for the authorization or creation of the Series A
      Preferred Stock in exchange for the Class A Interests, the authorization,
      reclassification or creation of, or the increase in the authorized amount
      of,  any  shares of any class or series or any security convertible  into
      shares of any  class  ranking  prior  to the shares of Series B Preferred
      Stock in the distribution of assets on  any  liquidation,  dissolution or
      winding up of the Corporation or in the payment of dividends; or

            (d) Any increase in the authorized amount of shares of Series B
      Preferred Stock  or decrease in the authorized amount of shares of Series
      B Preferred Stock below the number of shares then issued and outstanding;

PROVIDED, HOWEVER, that  no  such  vote  of  the  holders of shares of Series B
Preferred  Stock  shall  be  required if, at or prior to  the  time  when  such
amendment, alteration or repeal  is to take effect, or when the issuance of any
such prior shares or convertible security  is  to  be made, as the case may be,
provision is made for the redemption or repurchase of  all  shares  of Series B
Preferred  Stock  at  the  time  outstanding  to the extent such redemption  or
repurchase is authorized by Sections 5 or 6 of these Articles Supplementary.

      For purposes of the foregoing provisions  of  this Section 10, each share
of Series B Preferred Stock shall have one (1) vote per share, except that when
any  other  series of Preferred Stock shall have the right  to  vote  with  the
shares of Series  B  Preferred  Stock as a single class on any matter, then the
shares of Series B Preferred Stock  and  such  other  series  shall  have  with
respect  to  such  matters  one  (1)  vote  per  $25.00  of  stated Liquidation
Preference.   Except as otherwise required by applicable law or  as  set  forth
herein, the shares  of  Series  B  Preferred Stock shall not have any relative,
participating, optional or other special voting rights and powers other than as
set forth herein, and the consent of  the holders thereof shall not be required
for the taking of any Corporation action.

      Section 11. RECORD HOLDERS.  The  Corporation  and the Transfer Agent may
deem and treat the record holder of any shares of Series  B  Preferred Stock as
the true and lawful owner thereof for all purposes, and neither the Corporation
nor the Transfer Agent shall be affected by any notice to the contrary.



IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to
be signed its name and on its behalf by its authorized officers who acknowledge
that these Articles Supplementary are the act of the Corporation, that to the
best of their knowledge, information and belief, all matters and facts set
forth herein relating to the authorization and approval of this document are
true in all material respects and this statement is made under penalties of
perjury.

      September 29, 1999.


                              HOME PROPERTIES OF NEW YORK, INC.


                              By:  /s/ David P. Gardner
                              Name: David P. Gardner
                              Its:  Vice President



I, Ann M. McCormick, Secretary, hereby acknowledge on behalf of Home
Properties of New York, Inc. that the foregoing Articles Supplementary
are the corporate act of said corporation under penalties of perjury.



Attest:


/s/ Ann M. McCormick
NAME  Ann M. McCormick
Secretary



                                                                   EXHIBIT 23.2


                      CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 30, 1999 relating to the
consolidated financial statements, which appears in Home Properties of New
York, Inc.'s Annual Report on Form 10-K as of December 31, 1998.  We also
consent to the incorporation by reference of our report dated January 30, 1999
relating to the financial statement schedule, which appears in such Annual
Report on Form 10-K.  We also consent to the incorporation by reference of our
reports (1) dated June 18, 1999 on our audit of the CRC Portfolio for the year
ended December 31, 1998, which report is included in Form 8-K/A Amendment No. 1
dated July 1, 1999 and filed on July 29, 1999, (2) dated July 1, 1999 on our
audit of the Mid-Atlantic Portfolio for the year ended December 31, 1998, which
report is included in Form 8-K dated July 15, 1999 and filed on July 30, 1999,
and (3) dated October 26, 1999 and November 2, 1999 on our audits of the Ridley
Portfolio and Colony Apartments, respectively, for the year ended December 31,
1998, which are included in Form 8-K/A Amendment No. 1 dated February 18, 1999
and filed on November 12, 1999.  We also consent to the reference to us under
the heading "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP

PRICEWATERHOUSECOOPERS LLP

Rochester, New York
December 2, 1999



                                                                Exhibit 5.1

                    Nixon, Hargrave, Devans & Doyle LLP
                      Attorneys and Counselors at Law
                    Clinton Square Post Office Box 1051
                      Rochester, New York 14603-1051
                              (716) 263-1000
                            Fax: (716) 263-1600

                                   December 2, 1999

Home Properties of New York, Inc.
850 Clinton Square
Rochester, New York 14604

Ladies and Gentlemen:

     We have acted as counsel to Home Properties of New York, Inc.(the
"Company") in connection with the Registration Statement on Form S-3, filed
today, by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the offer and sale of up to
5,832,174 of shares of common stock, par value $0.01 per share (the "Common
Stock"), which may be issued from time to time to the "Selling
Shareholders" named in the prospectus ("Prospectus") forming a portion of
the Registration Statement. This opinion is being provided to you in
connection with the filing of the Registration Statement.

     We have examined the originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and all such
agreements, certificates of public officials, certificates of officers o
other representatives of the Company, and such other documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein, including (i) the
Articles of Amendment and Restatement of the Articles of Incorporation of
the Company, as amended to the date hereof (the "Articles of
Incorporation"), (ii) the Amended and Restated By-Laws of the Company, as
amended to the date hereof (the "By-Laws"), (iii) certified copies of
certain resolutions duly adopted by the Board of Directors of the Company,
and (iv) the Second Amended and Restated Agreement of Limited Partnership,
as amended (the "Partnership Agreement") of Home Properties of New York,
L.P. (the "Operating Partnership"). As to factual matters material to the
opinions set forth below we have relied, without investigation, upon the
representations and statements of the Company in the Registration Statement
and in such certificates of government officials and officers of the
Company as we have deemed necessary for the purposed of the opinions
expressed herein. The opinions stated herein are limited to the federal
laws of the United States, the laws of the State of New York and the
General Corporation Law of the State of Maryland.

     Based upon and subject to the conditions and limitations set forth
herein, we are of the opinion that:

When the Registration Statement has become effective under the Act and the
shares of Common Stock have been issued in exchange for Units as described
in the Partnership Agreement, and the certificates representing such shares
of Common Stock are authenticated and delivered, such shares of Common
Stock issued will be duly authorized, validly issued, fully paid and non-
assessable by the Company.

     We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name as it
appears under the caption "Legal Matters" in the Prospectus contained in
such Registration Statement.

                         Very truly yours,

                         /s/ Nixon Peabody LLP




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