Exhibit 3.4


                       VININGS INVESTMENT PROPERTIES TRUST
                                  (the "Trust")

                               AMENDMENT TO BYLAWS


     On June 4, 2001,  the Board of Trustees of the Trust  amended the Bylaws of
the Trust by deleting  therefrom  ARTICLE V in its  entirety and  inserting  the
following in lieu thereof:

                                   "ARTICLE V

                          MEETINGS OF THE SHAREHOLDERS

          Annual   meetings  of  Shareholders   and  all  special   meetings  of
     Shareholders  shall be held at a place,  within or without the Commonwealth
     of  Massachusetts,  and at a  place  and on a day to be  designated  by the
     Trustees. The time, day and location of each such meeting shall be included
     in the notice of the meeting  delivered to  Shareholders in accordance with
     Section  6.7 of the  Declaration  of Trust.  If for any  reason  the annual
     meeting is not held on the date provided,  a subsequent meeting may be held
     in place  thereof,  and any business  transacted or elections  held at such
     annual  meeting  shall be as valid as if  transacted  or held at the annual
     meeting."