8-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


   
                                   FORM 8-K/A

                               Amendment No. 1 to
                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
    



Date of Report (Date of earliest event reported):  October 15, 1997



                         Berkshire Realty Company, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)



       Delaware                    1-10660                04-3086485
       --------                    -------                ----------
 (State of incorporation         (Commission             (IRS Employer
   or organization)              File Number)          Identification No.)

                               
                470 Atlantic Avenue, Boston, MA          02210
             -----------------------------------------------------
             (Address of principal executive offices)  (Zip Code)


       Registrant's telephone number, including area code: (617) 423-2233
                                                           ----------------

                                       N/A
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)







   
Item 7.  Financial Statements and Exhibits.
         ---------------------------------

         (c)  Exhibits.

         The following exhibit is filed herewith.

         1.     Underwriting Agreement between Berkshire Realty Company, Inc.
                and Lehman Brothers, Inc., as representative of the Co-Managers
                dated November 4, 1997.
    




                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                        BERKSHIRE REALTY COMPANY INC.


                                        /s/ Marianne Pritchard
                                        -------------------------------
                                        Marianne Pritchard
                                        Senior Vice President and
                                        Chief Financial Officer



   
Date: November 5, 1997
    






   

                                 EXHIBIT INDEX


Exhibit No.   Exhibit Item
- -----------   -----------------------------------------------------------------

1.            Underwriting Agreement between Berkshire Realty Company, Inc. and
              Lehman Brothers, Inc., as representative of the Co-Managers dated
              November 4, 1997.

    

EX-1

                                                                       EXHIBIT 1
                                                                  Execution Copy




                               10,000,000 Shares

                         BERKSHIRE REALTY COMPANY, INC.

                      Common Shares of Beneficial Interest

                             UNDERWRITING AGREEMENT

November 4, 1997

Lehman Brothers Inc.
BT Alex. Brown Incorporated
A.G. Edwards & Sons, Inc.
Legg Mason Wood Walker Incorporated
Salomon Brothers Inc
As Representatives of the several
  Underwriters named in Schedule 1,
c/o Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285

Ladies and Gentlemen:

          Berkshire Realty Company, Inc., a Delaware real estate investment 
trust (the "Company"), BRI OP Limited Partnership, a Delaware limited 
partnership (the "Operating Partnership") and Berkshire Apartments, Inc., the 
sole general partner of the Operating Partnership (the "General Partner," and, 
together with the Company and the Operating Partnership, the "Transaction 
Entities"), each wish to confirm as follows its agreement with the 
Underwriters named in Schedule 1 hereto (the "Underwriters," which term shall 
also include any underwriter substituted as hereinafter provided in Section 9 
of this Agreement) for whom Lehman Brothers Inc., BT Alex. Brown, A.G. Edwards 
& Sons, Inc., Legg Mason Wood Walker Incorporated and Salomon Brothers Inc are 
acting as representatives (the "Representatives"), with respect to the sale by 
the Company and the purchase by the Underwriters, acting severally and not 
jointly (the "Offering"), of an aggregate of 10,000,000 shares (the "Firm 
Shares") of the Company's common stock, par value $.01 per share (the "Common 
Shares").  In addition, the Company proposes to grant to the Underwriters an 
option to purchase up to an additional 1,500,000 Common Shares on the terms 
and for the purposes 





set forth in Section 2 (the "Option Shares").  The Firm 
Shares and the Option Shares, if purchased, are hereinafter collectively 
called the "Shares." 

          Capitalized terms used but not otherwise defined herein shall have 
the meanings given to those terms in the Prospectus (as herein defined).

          1.     Representations, Warranties and Agreements of the Transaction 
Entities.  Each of the Transaction Entities, jointly and severally, 
represents, warrants and agrees that, as of the date hereof:

          (a) A registration statement on Form S-3 (No. 333-32565), and any
     amendments thereto, with respect to the Shares has (i) been prepared by the
     Company in conformity with the requirements of the Securities Act of 1933,
     as amended (the "Securities Act") and the rules and regulations (the "Rules
     and Regulations") of the United States Securities and Exchange Commission
     (the "Commission") thereunder, (ii) been filed with the Commission under
     the Securities Act and (iii) become effective under the Securities Act.
     Copies of such registration statement and any amendments thereto have been
     delivered by the Company to you as the Representatives of the Underwriters.
     As used in this Agreement, "Effective Time" means the date and the time as
     of which such registration statement, or the most recent post-effective
     amendment thereto, if any, was declared effective by the Commission;
     "Effective Date" means the date of the Effective Time; "Preliminary
     Prospectus" means the prospectus, included in such registration statement,
     or amendments thereto, before it became effective under the Securities Act
     and any prospectus filed with the Commission by the Company with the
     consent of the Representatives pursuant to Rule 424(a) of the Rules and
     Regulations; "Registration Statement" means such registration statement as
     amended at the respective Effective Time, including all information
     contained in the final prospectus filed with the Commission pursuant to
     Rule 424(b) of the Rules and Regulations and deemed to be a part of the
     registration statement as of the Effective Time pursuant to paragraph (b)
     of Rule 430A of the Rules and Regulations; and "Prospectus" means such
     final prospectus as supplemented by the Preliminary Prospectus Supplement
     dated October 14, 1997 (the "Preliminary Prospectus Supplement") and the
     Final Prospectus Supplement dated October 14, 1997 (the "Prospectus
     Supplement"), as first filed with the Commission pursuant to paragraph (5)
     of Rule 424(b) of the Rules and Regulations. Any registration statement
     (including any amendment or supplement thereto or information which is
     deemed to be a part thereof) filed by the Company to register additional
     Common Shares under Rule 462(b) of the Rules and Regulations ("Rule 462(b)
     Registration Statement") shall be deemed a part of the Registration
     Statement. Any prospectus (including any amendment or supplement thereto or
     information which is deemed to be a part thereof) included in a Rule 462(b)
     Registration Statement shall be deemed to be part of the Prospectus. If a
     Rule 462(b) 




                                       2


     Registration Statement is filed in connection with the offering
     and sale of the Shares, the Company will have complied or will comply with
     the requirements of Rule 111 under the Securities Act relating to the
     payment of filing fees therefor. The Company has not distributed, and prior
     to the later of the Closing Date and the completion of the distribution of
     the Shares, will not distribute, any offering material in connection with
     the offering or sale of the Shares other than the Registration Statement,
     the Preliminary Prospectus, the Prospectus or any other materials, if any,
     permitted by the Act (which were disclosed to the Underwriters and
     Underwriters' counsel).

          (b) Each Preliminary Prospectus included as part of the Registration
     Statement as originally filed or as part of any amendment or supplement
     thereto, or filed pursuant to Rule 424 under the Securities Act and the
     Rules and Regulations, complied when so filed in all material respects with
     the provisions of the Securities Act.

          (c) The Registration Statement conforms in all material respects, and
     the Prospectus and any further amendments or supplements to the
     Registration Statement or the Prospectus will, when they become effective
     or are filed with the Commission, as the case may be, conform in all
     material respects to the requirements of the Securities Act and the Rules
     and Regulations and do not and will not, as of the applicable Effective
     Date (as to the Registration Statement and any amendment thereto) and as of
     the applicable filing date and at the First Delivery Date (as defined
     herein) (as to the Prospectus and any amendment or supplement thereto)
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading (with respect to the Prospectus, in light of the
     circumstances under which they were made); provided that no representation
     or warranty is made as to information contained in or omitted from the
     Registration Statement or the Prospectus in reliance upon and in conformity
     with written information furnished to the Company through the
     Representatives by or on behalf of any Underwriter specifically for
     inclusion therein. The Prospectus delivered to the Underwriters for use in
     connection with the offering of Shares will, at the time of such delivery,
     be identical to the electronically transmitted copies thereof filed with
     the Commission pursuant to EDGAR, except to the extent permitted by
     Regulation S-T.

          (d) The documents incorporated or deemed to be incorporated by
     reference in the Registration Statement as of the applicable Effective
     Date, the Prospectus as of its date or any Preliminary Prospectus, complied
     in all material respects with the Exchange Act and the rules and
     regulations thereunder, and none of such documents, at such dates,
     contained an untrue statement of a material fact or omitted to state a
     material fact required to be stated therein or 




                                       3


     necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading.

          (e) No stop order suspending the effectiveness of the Registration
     Statement or any part thereof has been issued and no proceeding for that
     purpose has been instituted or, to the knowledge of any of the Transaction
     Entities, threatened by the Commission or by the state securities authority
     of any jurisdiction. No order preventing or suspending the use of any
     Preliminary Prospectus or the Prospectus has been issued and no proceeding
     for that purpose has been instituted or, to the knowledge of any of the
     Transaction Entities threatened by the Commission, after due inquiry, or by
     the state securities authority of any jurisdiction.

          (f) The Company has been duly formed and is validly existing as a
     corporation in good standing under the laws of the State of Delaware, is
     duly qualified to do business and is in good standing as a foreign
     corporation in each jurisdiction in which its ownership or lease of
     property and other assets or the conduct of its business requires such
     qualification, except where the failure to do so will not have a Material
     Adverse Effect (as defined herein), and has all corporate power and
     authority necessary to own or hold its properties and other assets, to
     conduct the business in which it is engaged and to enter into and perform
     its obligations under this Agreement and the other Operative Documents (as
     herein defined) to which it is a party. None of the subsidiaries of the
     Company (other than the General Partner) is a "significant subsidiary," as
     such term is defined in Rule 405 of the Rules and Regulations. Except as
     described in the Prospectus and listed in Schedule 2 hereto, the Company
     owns no direct or indirect equity interest in any entity other than the
     Transaction Entities.

          (g) The Company has an authorized capitalization as set forth in the
     Prospectus, and all of the issued Common Shares, Series 1997-A Preferred
     (as defined below) and Warrants (as defined below) (other than the Shares)
     have been duly and validly authorized and issued, are fully paid and
     non-assessable, have been offered and sold in compliance with all
     applicable laws (including, without limitation, federal or state securities
     laws), and conform to the description thereof contained in the Prospectus.
     The issuance and sale of the Series 1997-A Preferred and the Warrants were
     exempt from the registration requirements of applicable federal and state
     securities laws. Except as disclosed in the Prospectus under the headings
     "Prospectus Supplement Summary - The Offering," "Capitalization," and
     "Recent Developments", no Common Shares are reserved for any purpose and
     except for the (i) units of limited partnership in the Operating
     Partnership ("Units"), (ii) shares of the Company's Series 1997-A
     Convertible Preferred Stock (the "Series 1997-A Preferred"), (iii) warrants
     of the Company, par value $.01 per warrant, to acquire Common Shares
     ("Warrants"), and (iv)



                                       4


     stock options granted pursuant to the Berkshire Realty Company, Inc. 1996
     Stock Option Plan (the "Stock Option Plan"), there are no outstanding
     securities convertible into or exchangeable for any Common Shares, and no
     outstanding options, rights (preemptive or otherwise) or warrants to
     purchase or subscribe for Common Shares or any other securities of the
     Company.

          (h) The Operating Partnership has been duly formed and is validly
     existing as a limited partnership in good standing under the laws of the
     State of Delaware, is duly qualified to do business and is in good standing
     as a foreign limited partnership in each jurisdiction in which its
     ownership or lease of property and other assets or the conduct of its
     business requires such qualification, except where the failure to do so
     will not have a Material Adverse Effect, and has all partnership power and
     authority necessary to own or hold its properties and other assets, to
     conduct the business in which it is engaged and to enter into and perform
     its obligations under this Agreement and the other Operative Documents to
     which it is a party. The General Partner, a wholly-owned subsidiary of the
     Company, is the sole general partner of the Operating Partnership. The
     Agreement of Limited Partnership of the Operating Partnership, as amended
     (the "Operating Partnership Agreement") is in full force and effect, and
     the aggregate percentage interests of the Company and the limited partners
     in the Operating Partnership are as set forth in the Prospectus; provided
     that to the extent any portion of the over-allotment option described in
     Section 2 hereof is exercised at the First Delivery Date, the percentage
     interest of such partners in the Operating Partnership will be adjusted
     accordingly. Additionally, to the extent any portion of such over-allotment
     option is exercised subsequent to the First Delivery Date, the Company will
     contribute the proceeds from the sale of the Option Shares to the Operating
     Partnership in exchange for a number of Units equal to the number of Option
     Shares issued.

          (i) The General Partner has been duly formed and is validly existing
     as a corporation in good standing under the laws of the State of Delaware,
     is duly qualified to do business and is in good standing as a foreign
     corporation in each jurisdiction in which its ownership or lease of
     property and other assets or the conduct of its business requires such
     qualification, except where the failure to do so will not have a Material
     Adverse Effect, and has all corporate power and authority necessary to own
     or hold its properties and other assets, to conduct the business in which
     it is engaged and to enter into and perform its obligations under this
     Agreement and the other Operative Documents to which it is a party. The
     General Partner is a wholly owned subsidiary of the Company. All of the
     issued and outstanding capital stock of the General Partner has been duly
     authorized and validly issued, is fully paid and non-assessable, has been
     offered and sold in compliance with all applicable laws (including, without
     limitation, federal or state securities laws) and, all of such capital
     stock owned by the Company is owned



                                       5


     free and clear of any security interest, mortgage, pledge, lien,
     encumbrance, claim, restriction or equities. No shares of capital stock of
     the General Partner are reserved for any purpose, and there are no
     outstanding securities convertible into or exchangeable for any capital
     stock of the General Partner and no outstanding options, rights (preemptive
     or otherwise) or warrants to purchase or to subscribe for shares of such
     capital stock or any other securities of the General Partner.

          (j) Each of the Company's subsidiaries listed on Schedule 2 hereof
     (the "Subsidiaries") (other than the Operating Partnership and the General
     Partner) has been duly formed and is validly existing as a corporation,
     limited partnership or other legal entity, as the case may be, in good
     standing under the laws of its respective jurisdiction of formation, is
     duly qualified to do business and is in good standing as a foreign
     corporation, limited partnership or other legal entity, as the case may be,
     in each jurisdiction in which its ownership or lease of property and other
     assets or the conduct of its business requires such qualification, except
     where the failure to do so will not have a Material Adverse Effect, and has
     all power and authority necessary to own or hold its properties and other
     assets, to conduct the business in which it is engaged and to enter into
     and perform its obligations under this Agreement and the other Operative
     Documents to which it is a party or other equity interests, as the case may
     be. All of the issued and outstanding capital stock of each Subsidiary has
     been duly authorized and validly issued, is fully paid and non-assessable,
     has been offered and sold in compliance with all applicable laws
     (including, without limitation, federal or state securities laws) and, all
     of such capital stock is owned by the Company and the Operating
     Partnership, free and clear of any security interest, mortgage, pledge,
     lien, encumbrance, claim, restriction or equities, except for the Company's
     50.1% joint venture interest in the Spring Valley Partnership which is
     pledged to the lenders pursuant to the BankBoston Facility. No shares of
     capital stock or other equity interests, as the case may be are reserved
     for any purpose, and there are no outstanding securities convertible into
     or exchangeable for any capital stock or other equity interests, as the
     case may be of each Subsidiary and no outstanding options, rights
     (preemptive or otherwise) or warrants to purchase or to subscribe for
     shares of such capital stock or any other securities of each Subsidiary.

          (k) The Shares have been duly and validly authorized and, when issued
     and delivered against payment therefor as provided herein, will be duly and
     validly issued, fully paid and non-assessable. Upon payment of the purchase
     price and delivery of the Shares in accordance herewith, each of the
     Underwriters will receive good, valid and marketable title to the Shares,
     free and clear of all security interests, mortgages, pledges, liens,
     encumbrances, claims, restrictions




                                       6


     and equities. The terms of the Common Shares conform in substance to all
     statements and descriptions related thereto contained in the Prospectus.
     The form of the certificates to be used to evidence the Common Shares will,
     at the First Delivery Date, be in due and proper form and will comply with
     all applicable legal requirements. The issuance of the Shares is not
     subject to any preemptive or other similar rights.

          (l) At the Closing Date, (i) the outstanding Units and any Units
     deferred as to issuance have, and will have, as the case may be, been duly
     and validly authorized and issued, fully paid and non-assessable and will
     have been offered and sold in compliance with all applicable laws
     (including, without limitation, federal or state securities laws), and (ii)
     the Units to be issued in connection with the Questar Transaction, will
     have been duly and validly authorized for issuance and will be offered and
     sold in compliance with all applicable laws (including, without limitation,
     federal and state securities laws). After the Closing Date and the closing
     of the Questar Transaction and not including any Units issued in exchange
     for proceeds received by the Company in connection with the sale of the
     Shares, 8,048,905 Units will be issued and outstanding. The issuance and
     sale by the Operating Partnership of the Units are exempt from the
     registration requirements of the Securities Act and applicable state
     securities, real estate syndication and blue sky laws. The terms of the
     Units conform in substance to all statements and descriptions related
     thereto contained in the Prospectus.

          (m) (A) This Agreement has been duly and validly authorized, executed
     and delivered by each of the Transaction Entities, and assuming due
     authorization, execution and delivery by the Representatives, is a valid
     and binding agreement of each of the Transaction Entities, enforceable
     against the Transaction Entities in accordance with its terms and (B) the
     Operating Partnership Agreement and the organizational documents of the
     General Partner and Subsidiaries (the "Subsidiary Documents") have been
     duly and validly authorized, executed and delivered by the each Transaction
     Entity that is a party thereto and are valid and binding agreements of each
     Transaction Entity that is a party thereto, enforceable against such
     Transaction Entity that is a party thereto in accordance with their terms;
     (C) the Company expects to acquire 18 apartment communities and the
     Management Operations thereto, four development projects and the right to
     acquire future apartment development projects (the "Questar Documents"),
     the agreements pursuant to which have been duly and validly authorized,
     executed and delivered by each Transaction Entity that is a party thereto,
     and is a valid and binding agreement, enforceable against such Transaction
     Entity in accordance with their terms; (D) the employment and
     noncompetition agreements between the Company and each of David F.
     Marshall, Ridge B. Frew, David J. Olney, Dennis Suarez and Marianne
     Pritchard (the



                                       7


     "Employment Agreements") have been duly and validly authorized, executed
     and delivered by each Transaction Entity that is a party thereto and each
     is a valid and binding agreement, enforceable against such Transaction
     Entity that is a party thereto in accordance with its terms; (E) Bank
     Boston and FNMA Facilities and the related financing documents (the
     "Financing Agreements") have been duly and validly authorized, executed and
     delivered by each Transaction Entity that is a party thereto and each is a
     valid and binding agreement, enforceable against such Transaction Entity
     that is a party thereto in accordance with its terms; and (F) at the First
     Delivery Date, the lockup agreements by each of the Company, the Operating
     Partnership, certain executive officers, directors and other affiliated
     parties of the Company and (the "Lock-up Agreements") will have been duly
     and validly authorized, executed and delivered by such parties and will be
     a valid and binding agreement of such parties, enforceable against such
     parties in accordance with their terms. This Agreement, the Operating
     partnership Agreement, the Subsidiary Documents, the Questar Documents, the
     Employment Agreements, the Financing Agreements and the Lock-Up Agreements
     are hereinafter collectively called the "Operative Documents."

          (n) The execution, delivery and performance of each Operative Document
     by each of the Transaction Entities which is a party hereto and the
     consummation of the transactions contemplated hereby and thereby will not
     conflict with or result in a breach or violation of any of the material
     terms or provisions of, or constitute (with or without the giving of notice
     or the passage of time, or both) a default (or give rise to any right of
     termination, cancellation or acceleration) under any of the material terms,
     conditions or provisions of any note, bond, indenture, mortgage, deed of
     trust, lease, license, contract, loan agreement or other agreement or
     instrument to which any of the Transaction Entities is a party or by which
     any of the Transaction Entities is bound or to which any of the Properties
     or other assets of any of the Transaction Entities is subject, nor will
     such actions result in any material violation of any of the provisions of
     the charter, by-laws, certificate of limited partnership, agreement of
     limited partnership or other organizational document of any of the
     Transaction Entities or, to the knowledge of any of the Transaction
     Entities, any statute or any order, writ, injunction, decree, rule or
     regulation of any court or governmental agency or body having jurisdiction
     over any of the Transaction Entities or any of their properties or assets;
     and except for the registration of the Shares under the Securities Act and
     such consents, approvals, authorizations, registrations or qualifications
     as may be required under the Exchange Act by the New York Stock Exchange,
     Inc. ("NYSE"), or the National Association of Securities Dealers, Inc.
     ("NASD"), and applicable state securities laws in connection with the
     purchase and distribution of the Shares by the Underwriters, no consent,
     approval, authorization or order of, or filing or registration with, any
     such court or governmental agency or body is required for the execution,
     delivery




                                       8


     and performance of the Operative Documents by the Transaction Entities, and
     the consummation of the transactions contemplated hereby.

          (o) Except with the respect to the 6,281,909 shares of Common Shares
     reserved for issuance upon the exchange of outstanding Units, the 1,766,996
     shares of Common Shares to be reserved for issuance upon the exchange of a
     maximum of 1,766,996 Units to be issued in the Questar Transaction and the
     400,000 shares of Common Shares to be issued in the Questar Transaction as
     described in the Prospectus, there are no contracts, agreements or
     understandings between the Company and any person granting such person the
     right to require the Company to file a registration statement under the
     Securities Act with respect to any securities of the Company owned or to be
     owned by such person or to require the Company to include such securities
     in the securities registered pursuant to the Registration Statement or in
     any securities being registered pursuant to any other registration
     statement filed by the Company under the Securities Act.

          (p) Except as described in the Prospectus, no Transaction Entity has
     sold or issued any securities during the six-month period preceding the
     date of the Prospectus, including any sales pursuant to Rule 144A under, or
     Regulations D or S of, the Securities Act.

          (q) None of the Transaction Entities nor any of the Properties has
     sustained, since the date of the latest audited financial statements
     included in the Prospectus, any material loss to, or interference with the
     business of the Transaction Entities from fire, explosion, flood or other
     calamity, whether or not covered by insurance, or from any labor dispute or
     court or governmental action, order or decree, other than as set forth or
     contemplated in the Prospectus; and, since such date, there has not been
     any change in the capital stock or long-term debt of any of the Transaction
     Entities or any material adverse change, or any development involving a
     prospective material adverse change, in or affecting the business,
     prospects, operations, management, financial position, net worth,
     stockholders' equity or results of operations of any of the Transaction
     Entities, other than as set forth or contemplated in the Prospectus.

          (r) The financial statements (including the related notes and
     supporting schedules) filed as part of, or incorporated by reference in,
     the Registration Statement or included in the Prospectus present fairly the
     financial condition, the results of operations, the statements of cash
     flows and the statements of stockholders' equity and other information
     purported to be shown thereby of the Company and its consolidated
     subsidiaries, at the dates and for the periods indicated, have been
     prepared in conformity with generally accepted accounting



                                       9


     principles applied on a consistent basis throughout the periods involved
     and are correct and complete and are in accordance with the books and
     records of the Company and its consolidated subsidiaries. The summary and
     selected financial data included in, or incorporated by reference in, the
     Prospectus present fairly the information shown therein as at the
     respective dates and for the respective periods specified, and the summary
     and selected financial data have been presented on a basis consistent with
     the financial statements so set forth in the Prospectus and other financial
     information. Pro forma financial information included in the Prospectus has
     been prepared in accordance with the applicable requirements of the
     Securities Act, the Rules and Regulations and AICPA guidelines with respect
     to pro forma financial information and includes all adjustments necessary
     to present fairly the pro forma financial position of the Company at the
     respective dates indicated and the results of operations for the respective
     periods specified. No other financial statements (or schedules) of the
     Company, or any predecessor of the Company are required by the Securities
     Act or the Exchange Act to be included in, or incorporated by reference in,
     the Registration Statement or the Prospectus. Coopers & Lybrand LLP, who
     have reported on such financial statements, schedules and related notes,
     are independent public accountants with respect to the Company as required
     by the Securities Act.

          (s) Coopers & Lybrand LLP, who have certified certain financial
     statements of the Company, whose reports appear in the Prospectus and who
     have delivered the initial letter referred to in Section 7(f) hereof, are,
     and during the periods covered by such reports were, independent public
     accountants as required by the Securities Act and the Rules and
     Regulations.

          (t) M/PF Research, Inc., whose market data is referred to and relied
     upon in the Prospectus and who consented to reference to the firm as an
     expert in market research was, as of the date of such report, and is, as of
     the date hereof, an independent real estate consulting firm with respect to
     the Company.

          (u) (A) At or immediately following the Closing Date, the Operating
     Partnership and its subsidiaries will have good and marketable title to
     each of the Properties, in each case free and clear of all liens,
     encumbrances, claims, security interests and defects, other than those
     referred to in the Prospectus or those which are not material in amount or
     those which would not have a material adverse effect on the business,
     prospects, operations, management, consolidated financial position, net
     worth, stockholders' equity or results of operations of the Transaction
     Entities or use or value of any of the Properties (each a "Material Adverse
     Effect"); (B) all liens, charges, encumbrances, claims or restrictions on
     or affecting any of the Properties and the assets of any Transaction Entity
     which are required to be disclosed in the Prospectus are disclosed therein;
     (C) no Transaction Entity or subsidiary is in default under any of the
     mortgages or other



                                       10


     security documents or other agreements encumbering or otherwise recorded
     against the Properties, and no Transaction Entity knows of any event which,
     but for the passage of time or the giving of notice, or both, would
     constitute a default under any of such documents or agreements; (D) each of
     the Properties complies with all applicable codes, laws and regulations
     (including, without limitation, building and zoning codes, laws and
     regulations and laws relating to access to the Properties), except for such
     failures to comply that would not have a Material Adverse Effect; and (E)
     no Transaction Entity has knowledge of any pending or threatened
     condemnation proceedings, zoning change or other proceeding or action that
     will in any material manner affect the size of, use of, improvements on,
     construction on or access to the Properties which would have a Material
     Adverse Effect.

          (v) The mortgages and deeds of trust which will encumber the
     Properties are not convertible into equity securities of the entity owning
     such Property and said mortgages and deeds of trust are not cross-defaulted
     or cross-collateralized with any property other than other Properties.

          (w) At or immediately following the Closing Date, the Operating
     Partnership and its subsidiaries have obtained title insurance on the fee
     interests in each of the Properties, in an amount at least equal to the
     greater of (a) the mortgage indebtedness of each such Property or (b) the
     purchase price of each such Property.

          (x) Except as disclosed in the Prospectus; (A) to the knowledge of the
     Transaction Entities, after due inquiry, the operations of the Transaction
     Entities and the Properties are in compliance with all Environmental Laws
     (as defined below) and all requirements of applicable permits, licenses,
     approvals and other authorizations issued pursuant to Environmental Laws;
     (B) to the knowledge of the Transaction Entities, after due inquiry, none
     of the Transaction Entities or any Property has caused or suffered to occur
     any Release (as defined below) of any Hazardous Substance (as defined
     below) into the Environment (as defined below) on, in, under or from any
     Property, and no condition exists on, in, under or adjacent to any Property
     that could result in the incurrence of liabilities under, or any violations
     of, any Environmental Law or give rise to the imposition of any Lien (as
     defined below), under any Environmental Law; (C) none of the Transaction
     Entities has received any written notice of a claim under or pursuant to
     any Environmental Law or under common law pertaining to Hazardous
     Substances on, in, under or originating from any Property; (D) none of the
     Transaction Entities has actual knowledge of, or received any written
     notice from any Governmental Authority (as defined below) claiming any
     violation of any Environmental Law or a determination to undertake and/or
     request the investigation, remediation, clean-up or removal of any
     Hazardous Substance



                                       11


     released into the Environment on, in, under or from any Property; and (E)
     no Property is included or, to the knowledge of the Transaction Entities
     proposed for inclusion on the National Priorities List issued pursuant to
     CERCLA (as defined below) by the United States Environmental Protection
     Agency (the "EPA") or on the Comprehensive Environmental Response,
     Compensation, and Liability Information System database maintained by the
     EPA, and none of the Transaction Entities has actual knowledge that any
     Property has otherwise been identified in a published writing by the EPA as
     a potential CERCLA removal, remedial or response site or, to the knowledge
     of the Transaction Entities, is included on any similar list of potentially
     contaminated sites pursuant to any other Environmental Law.

     As used herein, "Hazardous Substance" shall include any hazardous
     substance, hazardous waste, toxic substance, pollutant or hazardous
     material, including, without limitation, oil, petroleum or any
     petroleum-derived substance or waste, asbestos or asbestos-containing
     materials, PCBs, pesticides, explosives, radioactive materials, dioxins,
     urea formaldehyde insulation or any constituent of any such substance,
     pollutant or waste which is subject to regulation under any Environmental
     Law (including, without limitation, materials listed in the United States
     Department of Transportation Optional Hazardous Material Table, 49 C.F.R.
     § 172.101, or in the EPA's List of Hazardous Substances and Reportable
     Quantities, 40 C.F.R. Part 302); "Environment" shall mean any surface
     water, drinking water, ground water, land surface, subsurface strata, river
     sediment, buildings, structures, and ambient, workplace and indoor and
     outdoor air; "Environmental Law" shall mean the Comprehensive Environmental
     Response, Compensation and Liability Act of 1980, as amended (42 U.S.C.
     § 9601 et seq.) ("CERCLA"), the Resource Conservation and Recovery Act
     of 1976, as amended (42 U.S.C. § 6901, et seq.), the Clean Air Act, as
     amended (42 U.S.C. § 7401, et seq.), the Clean Water Act, as amended
     (33 U.S.C. § 1251, et seq.), the Toxic Substances Control Act, as
     amended (15 U.S.C. § 2601, et seq.), the Occupational Safety and
     Health Act of 1970, as amended (29 U.S.C. § 651, et seq.), the
     Hazardous Materials Transportation Act, as amended (49 U.S.C. § 1801,
     et seq.), and all other federal, state and local laws, ordinances,
     regulations, rules and orders relating to the protection of the
     environments or of human health from environmental effects; "Governmental
     Authority" shall mean any federal, state or local governmental office,
     agency or authority having the duty or authority to promulgate, implement
     or enforce any Environmental Law; "Lien" shall mean, with respect to any
     Property, any mortgage, deed of trust, pledge, security interest, lien,
     encumbrance, penalty, fine, charge, assessment, judgment or other liability
     in, on or affecting such Property; and "Release" shall mean any spilling,
     leaking, pumping, pouring, emitting, emptying, discharging, injecting,
     escaping, leaching, dumping, emanating or disposing of any Hazardous
     Substance into the Environment, including, without limitation, the
     abandonment



                                       12


     or discard of barrels, containers, tanks (including, without limitation,
     underground storage tanks) or other receptacles containing or previously
     containing any Hazardous Substance.

     To the knowledge of the Company, none of the environmental consultants
     which prepared environmental and asbestos inspection reports with respect
     to any of the Properties was employed for such purpose on a contingent
     basis or has any substantial interest in the Company or any of its
     Subsidiaries, and none of them nor any of their directors, officers or
     employees is connected with the Company or any of its subsidiaries as a
     promoter, selling agent, voting trustee, director, officer or employee.

          (y) The Transaction Entities are insured by insurers of recognized
     financial responsibility against such losses and risks and in such amounts
     and covering such risks as are customary in the businesses in which they
     are engaged, and the Transaction Entities have no reason to believe that
     they will not be able to renew their existing insurance coverage as and
     when such coverage expires or to obtain similar coverage from similar
     insurers as may be necessary to continue their business at a cost that
     would not have a Material Adverse Effect.

          (z) Each Transaction Entity owns or possesses adequate rights to use
     all material patents, patent applications, trademarks, service marks, trade
     names, trademark registrations, service mark registrations, copyrights and
     licenses necessary for the conduct of its business and has no reason to
     believe that the conduct of its business will conflict with, and has not
     received any notice of any claim of conflict with, any such rights of
     others.

          (aa) Except as described in the Prospectus, there are no legal or
     governmental proceedings pending to which any Transaction Entity or any
     Subsidiary is the subject which, if determined adversely to such
     Transaction Entity or Subsidiary, might have a Material Adverse Effect; and
     to the knowledge of the Transaction Entities, no such proceedings are
     threatened.

          (bb) There are no contracts or other documents which are required to
     be described in the Prospectus or filed as exhibits to the Registration
     Statement by the Securities Act or by the Rules and Regulations which have
     not been described in the Prospectus or filed as exhibits to the
     Registration Statement or incorporated therein by reference as permitted by
     the Rules and Regulations. Each agreement described in the Registration
     Statement and the Prospectus or listed in the exhibits to the Registration
     Statement is in full force and effect and is valid and enforceable by and
     against the Transaction Entities in accordance with its terms. Neither the
     Transaction Entities, nor to the knowledge of the Transaction Entities, any
     other party to such agreement is in default in the




                                       13


     observance or performance of any term or obligation to be performed by it
     under any such agreement, and no event has occurred which with notice or
     lapse of time or both would constitute such a default, in any such case
     which default or event would have a Material Adverse Effect. No default
     exists, and no event has occurred which with notice or lapse of time or
     both would constitute a default, in the due performance and observance of
     any term, covenant or condition, by the Transaction Entities or any
     Subsidiary of any other agreement or instrument to which the Transaction
     Entities or any Subsidiary is a party or by which any of them or their
     respective properties or businesses may be bound or affected which default
     or event would have a Material Adverse Effect.

          (cc) No relationship, direct or indirect, exists between or among any
     of the Transaction Entities on the one hand, and the directors, officers,
     stockholders, customers or suppliers of the Transaction Entities on the
     other hand, which is required by the Securities Act to be described in the
     Prospectus which is not so described.

          (dd) No labor disturbance by the employees of any Transaction Entity
     exists or, to the knowledge of the Transaction Entities, is imminent which
     might be expected to have a material adverse effect on the consolidated
     financial position, stockholders' equity, results of operations, business
     or prospects of such Transaction Entity.

          (ee) Each Transaction Entity is in compliance in all material respects
     with all presently applicable provisions of the Employee Retirement Income
     Security Act of 1974, as amended, including the regulations and published
     interpretations thereunder ("ERISA"); no "reportable event" (as defined in
     ERISA) has occurred with respect to any "pension plan" (as defined in
     ERISA) for which any Transaction Entity would have any liability; no
     Transaction Entity has incurred or expects to incur liability under (i)
     Title IV of ERISA with respect to termination of, or withdrawal from, any
     "pension plan" or (ii) sections 412 or 4971 of the Internal Revenue Code of
     1986, as amended, including the regulations and published interpretations
     thereunder (the "Code"); and each "pension plan" for which any Transaction
     Entity would have any liability that is intended to be qualified under
     Section 401(a) of the Code is so qualified in all material respects and
     nothing has occurred, whether by action or by failure to act, which would
     cause the loss of such qualification.

          (ff) Each Transaction Entity and Subsidiary has filed all federal,
     state and local income and franchise tax returns required to be filed
     through the date hereof and has paid all taxes due thereon, and no tax
     deficiency has been determined adversely to any Transaction Entity or any
     Subsidiary which has had (nor does any Transaction Entity have any
     knowledge of any tax deficiency



                                       14


     which, if determined adversely to it might have) a material adverse effect
     on the financial position, stockholders' equity, results of operations,
     business or prospects of such Transaction Entity or Subsidiary.

          (gg) At all times commencing with its taxable year ended December 31,
     1991 the Company has been, and upon the sale of the Shares will continue to
     be, organized and operated in conformity with the requirements for
     qualification and taxation as a real estate investment trust ("REIT") under
     the Internal Revenue Code of 1986, as amended (the "Code") and the proposed
     method of operations will enable the Company to continue to meet the
     requirements for qualification and taxation as a REIT under the Code.

          (hh) Since the date as of which information is given in the Prospectus
     through the date hereof, and except as may otherwise be disclosed in the
     Prospectus, (i) no Transaction Entity has (a) issued or granted any
     securities, (b) incurred any liability or obligation, direct or contingent,
     other than liabilities and obligations which were incurred in the ordinary
     course of business, (c) entered into any transaction not in the ordinary
     course of business or (d) declared or paid any dividend on its capital
     stock (other than regular quarterly dividends); and (ii) there has been no
     Material Adverse Effect.

          (ii) Each Transaction Entity and each subsidiary (i) makes and keeps
     accurate books and records and (ii) maintains internal accounting controls
     which provide reasonable assurance that (A) transactions are executed in
     accordance with management's authorization, (B) transactions are recorded
     as necessary to permit preparation of its financial statements and to
     maintain accountability for its assets, (C) access to its assets is
     permitted only in accordance with management's authorization and (D) the
     reported accountability for its assets is compared with existing assets at
     reasonable intervals.

          (jj) Neither any Transaction Entity nor any Subsidiary (i) is in
     violation of its charter, by-laws, certificate of limited partnership,
     agreement of limited partnership or other similar organizational document,
     (ii) is in default in any material respect, and no event has occurred
     which, with notice or lapse of time or both, would constitute a default in
     any material respect in the due performance or observance of any material
     term, covenant or condition contained in any material indenture, mortgage,
     deed of trust, loan agreement or other agreement or instrument to which it
     is a party or by which it is bound or to which any of the Properties or any
     of its other properties or assets is subject or (iii) is in violation in
     any material respect of any law, ordinance, governmental rule, regulation
     or court decree to which it or the Properties or any of its other
     properties or assets may be subject or has failed to obtain any material
     license, permit, certificate, franchise or other governmental authorization
     or permit necessary to the


                                       15


     ownership of the Properties or any of its other properties or assets or to
     the conduct of its business.

          (kk) To the knowledge of such Transaction Entities, no Transaction
     Entity, nor any director, officer, agent, employee or other person
     associated with or acting on behalf of any Transaction Entity, has used any
     corporate funds for any unlawful contribution, gift, entertainment or other
     unlawful expense relating to political activity; made any direct or
     indirect unlawful payment to any foreign or domestic government official or
     employee from corporate funds; violated or is in violation of any provision
     of the Foreign Corrupt Practices Act of 1977; or made any bribe, rebate,
     payoff, influence payment, kickback or other unlawful payment.

          (ll) Neither any Transaction Entity nor any Subsidiary is an
     "investment company" within the meaning of such term under the Investment
     Company Act of 1940, as amended, and the rules and regulations of the
     Commission thereunder.

          (mm) The Common Shares are listed on the NYSE on the First Delivery
     Date and the Shares have been approved for listing on the NYSE upon
     official notice of issuance.

          (nn) At or immediately following the Closing Date, the Questar
     Transaction will be consummated in the manner described in the Prospectus.

          (oo) Other than this Agreement and as set forth in the Prospectus
     under the heading "Underwriting," there are no contracts, agreements or
     understandings between any Transaction Entity and any person that would
     give rise to a valid claim against any Transaction Entity or any
     Underwriter for a brokerage commission, finder's fee or other like payment
     with respect to the consummation of the transactions contemplated by this
     Agreement.

          (pp) The net proceeds from the sale of the Shares being sold by the
     Company will be applied in accordance with the description set forth in the
     Prospectus under the caption "Use of Proceeds."

          (qq) Except as stated in this Agreement and in the Prospectus, no
     Transaction Entity has taken, nor will any Transaction Entity take,
     directly or indirectly, any action designed to or that might reasonably be
     expected to cause or result in stabilization or manipulation of the price
     of the Common Shares to facilitate the sale or resale of the Shares.



                                       16


          (rr) Except for Krupp Securities Corporation, which is owned by an
     entity affiliated with Douglas Krupp and is a NASD member, and except for
     Douglas Krupp, who holds an NASD broker license, there are no affiliations
     with the NASD among the Transaction Entities' officers, directors or, to
     the best knowledge of the Transaction Entities, any five percent or greater
     stockholder of the Company, except as set forth in the Registration
     Statement or otherwise disclosed in writing to the Representatives of the
     Underwriters.

          2.     Purchase of the Shares by the Underwriters.  On the basis of 
the representations and warranties contained in, and subject to the terms and 
conditions of, this Agreement, the Company agrees to sell 10,000,000 Firm 
Shares, severally and not jointly, to the several Underwriters and each of the 
Underwriters, severally and not jointly, agrees to purchase the number of Firm 
Shares set forth opposite that Underwriter's name in Schedule 1 hereto.  The 
respective purchase obligations of the Underwriters with respect to the Firm 
Shares shall be rounded among the Underwriters to avoid fractional shares, as 
the Representatives may determine.

          In addition, the Company grants to the Underwriters an option to 
purchase up to 1,500,000 Option Shares.  Such option is granted solely for the 
purpose of covering over-allotments in the sale of Firm Shares and is 
exercisable as provided in Section 4 hereof.  Option Shares shall be purchased 
severally for the account of the Underwriters in proportion to the number of 
Firm Shares set forth opposite the names of such Underwriters in Schedule 1 
hereto.  The respective purchase obligations of each Underwriter with respect 
to the Option Shares shall be adjusted by the Representatives so that no 
Underwriter shall be obligated to purchase Option Shares other than in 
100-share amounts.  The price of both the Firm Shares and any Option Shares 
shall be $10.40 per share.

          The Company shall not be obligated to deliver any of the Shares to 
be delivered on the First Delivery Date or the Second Delivery Date (as 
hereinafter defined), as the case may be, except upon payment for all the 
Shares to be purchased on such Delivery Date as provided herein.

          3.     Offering of Shares by the Underwriters.

          Upon authorization by the Representatives of the release of the Firm 
Shares, the several Underwriters propose to offer the Firm Shares for sale 
upon the terms and conditions set forth in the Prospectus.

          4.     Delivery of and Payment for the Shares.  Delivery of and 
payment for the Firm Shares shall be made at the office of Rogers & Wells, 200 
Park Avenue, New York, New York 10166, or at such other date or place as shall 
be determined by agreement between the Representatives and the Company, at 
10:00 A.M., New York City time, on the third full business day following the 
date of this Agreement or on the fourth full business day if the 



                                       17


Agreement is executed after the daily closing time of the NYSE (unless postponed
in accordance with the provisions of Section 9 hereof). This date and time are
sometimes referred to as the "First Delivery Date." On the First Delivery Date,
the Company shall deliver or cause to be delivered certificates representing the
Firm Shares to the Representatives for the account of each Underwriter against
payment to or upon the order of the Company of the purchase price by wire
transfer of same-day funds. Time shall be of the essence, and delivery at the
time and place specified pursuant to this Agreement is a further condition of
the obligation of each Underwriter hereunder. Upon delivery, the Firm Shares
shall be registered in such names and in such denominations as the
Representatives shall request in writing not less than two full business days
prior to the First Delivery Date. For the purpose of expediting the checking and
packaging of the certificates for the Firm Shares, the Company shall make the
certificates representing the Firm Shares available for inspection by the
Representatives in New York, New York, not later than 2:00 P.M., New York City
time, on the business day prior to the First Delivery Date.

          At any time on or before the thirtieth day after the date of this 
Agreement, the option granted in Section 2 may be exercised, in whole or in 
part, from time to time, by written notice being given to the Company by the 
Representatives.  Such notice shall set forth the aggregate number of Option 
Shares as to which the option is being exercised, the names in which the 
Option Shares are to be registered, the denominations in which the Option 
Shares are to be issued and the date and time, as determined by the 
Representatives, when the Option Shares are to be delivered; provided, 
however, that this date and time shall not be earlier than the First Delivery 
Date nor earlier than the second business day after the date on which the 
option shall have been exercised nor later than the fifth business day after 
the date on which the option shall have been exercised.  The date and time the 
Option Shares are delivered are sometimes referred to as the "Second Delivery 
Date" and the First Delivery Date and the Second Delivery Date are sometimes 
each referred to as a "Delivery Date."

          Delivery of and payment for the Option Shares shall be made at the 
place specified in the first sentence of the first paragraph of this Section 4 
(or at such other place as shall be determined by agreement between the 
Representatives and the Company) at 10:00 A.M., New York City time, on the 
Second Delivery Date.  On the Second Delivery Date, the Company shall deliver 
or cause to be delivered the certificates representing the Option Shares to 
the Representatives for the account of each Underwriter against payment to or 
upon the order of the Company of the purchase price by wire transfer of 
same-day funds.  Time shall be of the essence, and delivery at the time and 
place specified pursuant to this Agreement is a further condition of the 
obligation of each Underwriter hereunder.  Upon delivery, the Option Shares 
shall be registered in such names and in such denominations as the 
Representatives shall request in the aforesaid written notice.  For the 
purpose of expediting the checking and packaging of the certificates for the 
Option Shares, the Company shall make the certificates representing the Option 
Shares available for inspection by the Representatives in New York, New York, 
not later than 2:00 P.M., New York City time, on the business day prior to the 
Second Delivery Date.



                                       18


          5.     Further Agreements of the Transaction Entities.  Each of the 
Transaction Entities jointly and severally agrees:

          (a) To prepare the Prospectus in a form approved by the
     Representatives and to file such Prospectus pursuant to Rule 424(b) under
     the Securities Act not later than the Commission's close of business on the
     second business day following the execution and delivery of this Agreement
     or, if applicable, such earlier time as may be required by Rule 430A(a)(3)
     under the Securities Act; to make no further amendment or any supplement to
     the Registration Statement or to the Prospectus except as permitted herein;
     to advise the Representatives, promptly after it receives notice thereof,
     of the time when any amendment to the Registration Statement has been filed
     or becomes effective or any supplement to the Prospectus or any amended
     Prospectus has been filed and to furnish the Representatives with copies
     thereof; to advise the Representatives, promptly after it receives notice
     thereof, of the issuance by the Commission of any stop order or of any
     order preventing or suspending the use of the Prospectus, of the suspension
     of the qualification of the Shares for offering or sale in any
     jurisdiction, of the initiation or threatening of any proceeding for any
     such purpose, or of any request by the Commission for the amending or
     supplementing of the Registration Statement or the Prospectus or for
     additional information; and, in the event of the issuance of any stop order
     or of any order preventing or suspending the use of the Prospectus or
     suspending any such qualification, to use promptly its best efforts to
     obtain its withdrawal; that the Prospectus and any amendments or
     supplements thereto furnished to the Underwriters will be identical to the
     electronically transmitted copies thereof filed with the Commission
     pursuant to EDGAR, except to the extent permitted by Regulation S-T;

          (b) To furnish promptly to the Representatives and to counsel for the
     Underwriters a signed copy of the Registration Statement as originally
     filed with the Commission, and each amendment thereto filed with the
     Commission, including all consents and exhibits filed therewith or
     incorporated by reference therein and all documents incorporated by
     reference therein;

          (c) To deliver promptly to the Representatives such number of the
     following documents as the Representatives shall reasonably request: (i)
     conformed copies of the Registration Statement as originally filed with the
     Commission and each amendment thereto (in each case including consents and
     exhibits other than this Agreement and the computation of per share
     earnings) and (ii) the Prospectus and any amended or supplemented
     Prospectus; and, if the delivery of a prospectus is required at any time
     after the Effective Time in connection with the offering or sale of the
     Shares or any other securities relating thereto and if at such time any
     events shall have occurred as a result of which the 



                                       19


     Prospectus as then amended or supplemented would include an untrue
     statement of a material fact or omit to state any material fact necessary
     in order to make the statements therein, in the light of the circumstances
     under which they were made when the Prospectus is delivered, not
     misleading, or, if for any other reason it shall be necessary to amend or
     supplement the Prospectus in order to comply with the Securities Act or the
     Exchange Act, to notify the Representatives and, upon its request, to file
     such document and to prepare and furnish without charge to each Underwriter
     and to any dealer in securities as many copies as the Representatives may
     from time to time reasonably request of an amended or supplemented
     Prospectus which will correct such statement or omission or effect such
     compliance. The aforementioned documents furnished to the Underwriters will
     be identical to the electronically transmitted copies thereof filed with
     the Commission pursuant to EDGAR except to the extent permitted by
     Regulation S-T;

          (d) To file promptly with the Commission any amendment to the
     Registration Statement or the Prospectus or any supplement to the
     Prospectus that may, in the judgment of the Representatives or Counsel to
     the Underwriters, be required by the Securities Act or requested by the
     Commission;

          (e) Prior to filing with the Commission any amendment to the
     Registration Statement or supplement to the Prospectus or any Prospectus
     pursuant to Rule 424 of the Rules and Regulations, to furnish a copy
     thereof to the Representatives and counsel for the Underwriters within a
     reasonable period of time prior to the filing thereof; and obtain the
     consent of the Representatives to the filing;

          (f) The Company will make generally available to its security holders
     as soon as practicable but no later than 60 days after the close of the
     period covered thereby an earnings statement (in form complying with the
     provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules
     and Regulations), which need not be certified by independent certified
     public accountants unless required by the Securities Act or the Rules and
     Regulations, covering a twelve-month period commencing after the "effective
     date" (as defined in said Rule 158) of the Registration Statement;

          (g) The Company will furnish to each Underwriter, from time to time
     during the period when the Prospectus is required to be delivered under the
     Securities Act or the Exchange Act of such number of copies of the
     Prospectus (as amended or supplemented) as such Underwriter may reasonably
     request for the purposes contemplated by the Securities Act or the Exchange
     Act or the respective applicable rules and regulations of the Commission
     thereunder.



                                       20


          (h) For a period of five years following the Effective Date, to
     furnish to the Representatives copies of all materials furnished by the
     Company to its stockholders and all public reports and all reports and
     financial statements furnished by the Company to the principal national
     securities exchange upon which the Common Shares may be listed pursuant to
     requirements of or agreements with such exchange or to the Commission
     pursuant to the Exchange Act or any rule or regulation of the Commission
     thereunder;

          (i) Promptly from time to time to take such action as the
     Representatives may reasonably request to qualify the Shares for offering
     and sale under the securities, real estate syndication or Blue Sky laws of
     such jurisdictions as the Representatives may reasonably request and to
     comply with such laws so as to permit the continuance of sales and dealings
     therein in such jurisdictions for as long as may be necessary to complete
     the distribution of the Shares, provided, however, that no Transaction
     Entity shall be required to qualify as a foreign corporation in any
     jurisdiction other than those in which it is presently so qualified;

          (j) For a period of 180 days from the date of the Prospectus, the
     Company and the Operating Partnership (i) will not, (1) directly or
     indirectly, offer for sale, sell, contract to sell, pledge or otherwise
     dispose of (or enter into any transaction or device which is designed to,
     or could be expected to, result in the disposition by any person at any
     time in the future of) any Common Shares, Units or securities convertible
     into or exercisable or exchangeable for Common Shares or Units (other than
     the Shares, shares issued pursuant to employee benefit plans, stock option
     plans or other employee compensation plans existing on the date hereof), 
     or sell or grant options, rights or warrants with respect to any Common
     Shares, convertible units or securities exercisable, or exchangeable for
     Common Shares or Units (other than the grant of options pursuant to option
     plans existing on the date hereof), or (2) enter into any swap or other
     derivatives transaction that transfers to another, in whole or in part, any
     of the economics benefit or risks of ownership of Common Shares, whether
     any such transaction described in clause (1) or (2) above is to be settled
     by delivery of Common Shares, Units or other securities, in cash or
     otherwise, in each case without the prior written consent of Lehman
     Brothers Inc., provided, however, that the foregoing provisions in this
     clause (i) shall not be applicable to the merger or consolidation of the
     Company or the sale of all or substantially all of the Company's and/or 
     Operating Partnership's assets nor will such provisions be applicable to
     the Questar Transaction or any acquisition of real estate assets in the
     ordinary course of business involving the exchange of Units or Common
     Shares (provided, that in the case of such acquisition in the ordinary
     course of business, any recipient of such Units or Common Shares agrees to
     be bound by the provisions of this Section 5(j)), and provided, further,
     that the Company will not waive or accelerate any rights any party has with
     respect to the Company in connection



                                       21


     with registration and/or conversion rights without the prior written
     consent of Lehman Brothers Inc.; and (ii) will cause each of those parties
     listed on Schedule 3 hereto to furnish to the Representatives, prior to the
     First Delivery Date, a letter or letters, in form and substance reasonably
     satisfactory to counsel for the Underwriters, pursuant to which each such
     person shall agree not to, (1) directly or indirectly, offer for sale,
     sell, contract to sell, pledge or otherwise dispose of (or enter into any
     transaction or device which is designed to, or could be expected to, result
     in the disposition by any person at any time in the future of) any Common
     Shares or securities convertible into or exercisable or exchangeable for
     Common Shares, or sell or grant options, rights or warrants with respect to
     any Common Shares or securities, convertible units or exercisable, or
     exchangeable for Common Shares, or (2) enter into any swap or other
     derivatives transaction that transfers to another, in whole or in part, any
     of the economics benefit or risks of ownership of Common Shares, whether
     any such transaction described in clause (1) or (2) above is to be settled
     by delivery of Common Shares or other securities, in cash or otherwise, in
     each case without the prior written consent of Lehman Brothers Inc.,
     provided, however, that the foregoing provisions in this clause (ii) shall
     not be applicable to (x) the merger or consolidation of the Company through
     any exchange and/or tender offer and/or sale of substantially all of the 
     Company's or Operating Partnership's assets or to (y) lenders under
     Financing Agreements or loan agreements of the individuals or entities
     listed on Schedule 3 hereto, pursuant to which such Common Shares or
     securities may be pledged (provided that any pledgee agrees to be bound by
     the provisions of this Section 5(j)).

          (k) To file with the NYSE all documents and notices required by such
     exchange of companies that have securities listed on the NYSE, and to use
     its best efforts to maintain the listing of the Common Shares thereon;
     prior to the Closing Date, to apply for the listing of the Shares and to
     complete that listing, subject only to official notice of issuance, prior
     the First Delivery Date.

          (l) To apply the net proceeds from the sale of the Shares being sold
     by the Company in accordance with the description set forth in the
     Prospectus under the caption "Use of Proceeds;"

          (m) To take such steps as shall be necessary to ensure that none of
     the Transaction Entities shall become an "investment company" within the
     meaning of such term under the Investment Company Act of 1940, as amended,
     and the rules and regulations of the Commission thereunder;


                                       22


          (n) Except as stated in this Agreement and in the Preliminary
     Prospectus and Prospectus, no Transaction Entity has taken, nor will any
     Transaction Entity take, directly or indirectly, any action designed to or
     that might reasonably be expected to cause or result in stabilization or
     manipulation of the price of the Common Shares to facilitate the sale or
     resale of the Shares;

          (o) The Company will use its best efforts to continue to meet the
     requirements to qualify as a "real estate investment trust" under the Code
     unless the Company's Board of Directors determines that it is no longer in
     the best interests of the Company to be so qualified;

          (p) If this Agreement shall be terminated by the Underwriters because
     of any failure or refusal on the part of the Transaction Entities to comply
     with the terms or fulfill any of the material conditions of this Agreement,
     the Transaction Entities jointly and severally agree to reimburse the
     Representatives for all reasonable out-of-pocket expenses (including fees
     and expenses of counsel for the Underwriters) incurred by the
     Representatives in connection herewith and such reimbursement shall be the
     sole compensation, except as otherwise permitted under Section 10 hereof,
     to which the Representatives shall be entitled in the event of such a
     termination;

          (q) Each of the Transaction Entities will use its best efforts to
     maintain the listing of the Shares on the NYSE for a period of two years
     after the Closing Date and thereafter unless the Company's Board of
     Directors determines that it is no longer in the best interests of the
     Company for the Shares to continue to be so listed, provided, however, that
     this requirement shall not be applicable in the event the shareholders vote
     to liquidate the Company prior to two years after the Closing; and

          (r) Each of the Transaction Entitles will use its best efforts to do
     and perform all things required to be done and performed under this
     Agreement by the Company prior to the Closing Date or any Option Closing
     Date, as the case may be, and to satisfy all conditions precedent to the
     delivery of the Shares.

          6.     Expenses.  The Transaction Entities jointly and severally 
agree to pay (a) the costs incident to the authorization, issuance, sale and 
delivery of the Shares and any taxes payable in that connection; (b) the costs 
incident to the preparation, printing, filing and distribution under the 
Securities Act of the Registration Statement and any amendments and exhibits 
thereto; (c) the costs of distributing the Registration Statement as 
originally filed and each amendment thereto and any post-effective amendments 
thereof (including, in each case, exhibits), any Preliminary Prospectus, the 
Prospectus and any amendment or supplement to the Prospectus, including the 
Prospectus Supplement, all as provided in this Agreement; (d) the costs of 
producing and distributing this Agreement and any other related documents in 
connection with 



                                       23


the offering, purchase, sale and delivery of the Shares; (f) the filing fees
incident to securing any required review by the NASD of the terms of sale of the
Shares; (g) any applicable listing or other fees; (h) the fees and expenses of
qualifying the Shares under the securities laws of the several jurisdictions as
provided in Section 5(i) and of preparing, printing and distributing a Blue Sky
Memorandum (including related fees and expenses of counsel to the Underwriters);
(i) all other costs and expenses incident to the performance of the obligations
of the Transaction Entities under this Agreement; (j) the costs and charges of
any transfer agent and registrar; (k) any expenses incurred by the Company in
connection with a "road show" presentation to potential investors; and (l) the
fees and disbursements of the Company's counsel and accountants; provided that,
except as provided in this Section 6 and in Section 12 the Underwriters shall
pay their own costs and expenses, including the costs and expenses of their
counsel, any transfer taxes on the Shares which they may sell and the expenses
of advertising any offering of the Shares made by the Underwriters.

          7.     Conditions of Underwriters' Obligations.  The respective 
obligations of the Underwriters hereunder are subject to the accuracy, when 
made and on each Delivery Date, of the representations and warranties of the 
Transaction Entities contained herein, to the performance by each Transaction 
Entity and of its obligations hereunder, and to each of the following 
additional terms and conditions:

          (a) If, at the time this Agreement is executed and delivered, it is
     necessary for the Registration Statement or a post-effective amendment
     thereto to be declared effective before the offering of the Shares may
     commence, the Registration Statement or such post-effective amendment shall
     have become effective not later than 5:30 P.M., New York City time, on the
     date hereof, or at such later date and time as shall be consented to in
     writing by the Representatives, and all filings, if any, required by Rules
     424 and 430A under the Rules and Regulations shall have been timely made;
     no stop order suspending the effectiveness of the Registration Statement
     shall have been issued and no proceeding for that purpose shall have been
     instituted or, to the knowledge of the Transaction Entities, or any
     Underwriter, threatened by the Commission, and any request of the
     Commission for additional information (to be included in the Registration
     Statement or the Prospectus or otherwise) shall have been complied with to
     the reasonable satisfaction of the Representatives.

          (b) Subsequent to the effective date of this Agreement, there shall
     not have occurred (i) any Material Adverse Effect, or (ii) any event or
     development relating to or involving any Transaction Entity, or any
     partner, officer, director or trustee of any Transaction Entity, which
     makes any statement of a material fact made in the Prospectus untrue or
     which, in the opinion of the Company and its counsel or the Underwriters
     and their counsel, requires the making of any addition to or change in the
     Prospectus in order to state a material fact required by the Securities Act
     or any other law to be stated therein or necessary in order 




                                       24


     to make the statements therein not misleading, if amending or supplementing
     the Prospectus to reflect such event or development would, in the
     Representative's reasonable opinion, adversely affect the market for the
     Shares.

          (c) All corporate proceedings and other legal matters incident to the
     authorization, form and validity of this Agreement, the Operative
     Documents, the Shares, the Registration Statement and the Prospectus, and
     all other legal matters relating to this Agreement and the transactions
     contemplated hereby shall be reasonably satisfactory in all material
     respects to counsel for the Underwriters, and the Company shall have
     furnished to such counsel all documents and information that they may
     reasonably request to enable them to pass upon such matters.

          (d) Peabody & Brown shall have furnished to the Representatives its
     written opinion, as counsel to the Company, addressed to the Underwriters
     and dated such Delivery Date, in form and substance reasonably satisfactory
     to the Representatives and counsel to the Underwriters, to the effect that:

               (i) The Company has been duly formed and is validly existing as a
          corporation in good standing under the laws of the State of Delaware,
          is duly qualified to do business and is in good standing as a foreign
          corporation in each jurisdiction in which its ownership or lease of
          property or other assets or the conduct of its business requires such
          qualification, except where the failure to do so will not have a
          Material Adverse Effect, and has all corporate power and authority
          necessary to own or hold its properties or other assets, to conduct
          the business in which it is engaged as described in the Registration
          Statement and the Prospectus, and to enter into and perform its
          obligations under this Agreement and the other Operative Documents to
          which it is a party.

               (ii) The Company has an authorized capitalization as set forth in
          the Prospectus, and all of the issued Common Shares (other than the
          Shares) have been duly and validly authorized and issued, are fully
          paid and non-assessable, have been offered and sold in compliance with
          all applicable laws (including, without limitation, federal and state
          securities laws) and conform to the description thereof contained in
          the Prospectus. Except as disclosed in the Prospectus, to the
          knowledge of such counsel, no Common Shares are reserved for any
          purpose and except for the Units, Series 1997-A Preferred, Warrants
          and stock options issued pursuant to the Stock Option Plan, there are
          no outstanding securities convertible into or exchangeable for any
          Common Shares, and no outstanding options, rights (preemptive or
          otherwise) or warrants to purchase or subscribe for shares of
          beneficial interest or any other 



                                       25


          securities of the Company. The issuance and sale of the Series 1997-A
          Preferred and, to the knowledge of such counsel, the issuance of the
          Warrants were exempt, and the issuance and sale of Units and Common
          Shares in connection with the Questar Transaction, at or immediately
          following the Closing Date, are exempt, from the registration
          requirements of the Securities Act and the applicable state securities
          laws. 

               (iii) The Operating Partnership has been duly formed and is
          validly existing as a limited partnership in good standing under the
          laws of the State of Delaware, is duly qualified to do business and is
          in good standing as a foreign limited partnership in each jurisdiction
          in which its ownership or lease of property and other assets or the
          conduct of its business requires such qualification, except where
          failure to do so will not have a Material Adverse Effect, and has all
          partnership power and authority necessary to own or hold its
          properties and other assets, to conduct the business in which it is
          engaged as described in the Registration Statement and the Prospectus,
          and to enter into and perform its obligations under this Agreement and
          the other Operative Documents to which it is a party. The General
          Partner is the sole general partner of the Operating Partnership. The
          Operating Partnership Agreement is in full force and effect, and, to
          the knowledge of such counsel, the aggregate percentage interests of
          the Company and the limited partners in the Operating Partnership are
          as set forth in the Prospectus.

               (iv) The General Partner has been duly formed and is validly
          existing as a corporation in good standing under the laws of the State
          of Delaware, is duly qualified to do business and is in good standing
          as a foreign corporation in each jurisdiction in which its ownership
          or lease of property and other assets or the conduct of its business
          requires such qualification, except where failure to do so will not
          have a Material Adverse Effect, and has all corporate power and
          authority necessary to own or hold its properties and other assets, to
          conduct the business in which it is engaged and to enter into and
          perform its obligations under this Agreement. The General Partner is a
          wholly-owned subsidiary of the Company. All of the issued and
          outstanding capital stock of the General Partner has been duly
          authorized and validly issued and is fully paid and non-assessable,
          has been offered and sold in compliance with all applicable laws
          (including, without limitation, federal or state securities laws) and,
          to the knowledge of such counsel, all of such capital stock owned by
          the Company is owned free and clear of any security interest,
          mortgage, pledge, lien, encumbrance, claim, restriction or equities.
          To the knowledge of such counsel, no shares of capital stock of the
          General Partner are reserved for any purpose, and there are



                                       26


          no outstanding securities convertible into or exchangeable for any
          capital stock of the General Partner and no outstanding options,
          rights (preemptive or otherwise) or warrants to purchase or to
          subscribe for shares of such capital stock or any other securities of
          the General Partner.

               (v) Each of the Subsidiaries (other than the Operating
          Partnership and the General Partners) has been duly formed and is
          validly existing as a corporation, limited partnership or other legal
          entity, as the case may be, under the laws of its respective
          jurisdiction of formation, is duly qualified to do business and is in
          good standing as a corporation, limited partnership or other legal
          entity, as the case may be, in each jurisdiction in which its
          ownership or lease of property and other assets or the conduct of its
          business requires such qualification, except where failure to do so
          will not have a Material Adverse Effect, and has all power and
          authority necessary to own or hold its properties and other assets, to
          conduct the business in which it is engaged as described in the
          Registration Statement and the Prospectus, and to enter into and
          perform its obligations under this Agreement and the other Operative
          Documents to which it is a party. To such counsel's knowledge, all of
          the issued and outstanding capital stock or other equity interests, as
          the case may be, of each Subsidiary (other than the Operating
          Partnership and the General Partner) have been duly authorized and
          validly issued and is fully paid and non-assessable, has been offered
          and sold in compliance with all applicable laws (including, without
          limitation, federal or state securities laws) and, to the knowledge of
          such counsel, all of such capital stock is owned by the Company and/or
          the Operating Partnership, free and clear of any security interest,
          mortgage, pledge, lien, encumbrance, claim, restriction or equities.
          To the knowledge of such counsel, no shares of capital stock or other
          equity interests, as the case may be, of each Subsidiary (other than
          the Operating Partnership and the General Partner) are reserved for
          any purpose, and there are no outstanding securities convertible into
          or exchangeable for any capital stock or other equity interests, as
          the case may be, of each Subsidiary (other than the Operating
          Partnership and the General Partner) and no outstanding options,
          rights (preemptive or otherwise) or warrants to purchase or to
          subscribe for shares of such capital stock or any other securities or
          other equity interests, as the case may be of each Subsidiary (other
          than the Operating Partnership and the General Partner).

               (vi) The Shares have been duly and validly authorized and, when
          issued and delivered against payment therefor as provided herein, will
          be duly and validly issued, fully paid and non-assessable. Upon
          payment of the purchase price and delivery of the Shares in accordance
          herewith, each of 



                                       27


          the Underwriters will receive good, valid and marketable title to the
          Shares, free and clear of all security interests, mortgages, pledges,
          liens, encumbrances, claims, restrictions and equities. The terms of
          the Common Shares conform in substance to all statements and
          descriptions related thereto contained in the Prospectus. The form of
          the certificates to be used to evidence the Common Shares are in due
          and proper form and comply with all applicable legal requirements. The
          issuance of the Shares is not subject to any preemptive or other
          similar rights arising under the Articles of Incorporation or by-laws
          of the Company, Delaware General Corporate Law or any agreement or
          other instrument to which the Company is a party known to such
          counsel.

               (vii) To such counsel's knowledge, the outstanding Units have
          been duly and validly authorized, duly and validly issued, fully paid
          and non-assessable and have been offered and sold in compliance with
          all applicable laws (including, without limitation, federal and state
          securities laws). To the knowledge of such counsel, the issuance and
          sale by the Operating Partnership of the Units was exempt from the
          registration requirements of the Securities Act and applicable state
          securities laws. The terms of the Units conform in substance to all
          statements and descriptions related thereto contained in the
          Prospectus.

               (viii) (A) This Agreement has been duly and validly authorized,
          executed and delivered by the each of the Transaction Entities and,
          and assuming due authorization, execution and delivery by the
          Representatives, and is a valid and binding agreement of each of the
          Transaction Entities, enforceable against the Transaction Entities in
          accordance with its terms; (B) the Operating Partnership Agreement and
          the Subsidiary Documents have each been duly and validly authorized,
          executed and delivered by each Transaction Entity which is a party
          thereto and are each valid and binding agreements of each Transaction
          Entity that is a party thereto, enforceable against such parties in
          accordance with their respective terms; (C) each of the Questar
          Documents has been duly and validly authorized, executed and delivered
          by each Transaction Entity that is a party thereto, and is a valid and
          binding agreement of each Transaction Entity that is a party thereto,
          enforceable against such Transaction Entity, in accordance with its
          terms; (D) the Employment Agreements have been duly and validly
          authorized, executed and delivered by each Transaction Entity that is
          a party thereto and are valid and binding




                                       28



          agreements, enforceable against such parties thereto, in accordance
          with their respective terms; (E) the Financing Agreements have been
          duly and validly authorized, executed and delivered by each
          Transaction Entity that is a party thereto and are valid and binding
          agreements, enforceable against such parties thereto, in accordance
          with their respective terms; and (F) the Lock-up Agreements have been
          duly and validly authorized, executed and delivered by the each
          Transaction Entity that is a party thereto and are valid and binding
          agreements, enforceable against such parties thereto, in accordance
          with their terms.

               (ix) The execution, delivery and performance of each Operative
          Document by each of the Transaction Entities and the consummation of
          the transactions contemplated hereby and thereby, to the knowledge of
          such counsel, will not conflict with or result in a breach or
          violation of any of the material terms or provisions of, or constitute
          (with or without the passage of time or the giving of notice, or both)
          a default (or give rise to any right of termination, cancellation or
          acceleration) under any of the material terms, conditions or
          provisions of, any note, bond, indenture, mortgage, deed of trust,
          lease, license, contract, loan agreement or other agreement or
          instrument to which any of the Transaction Entities is a party or by
          which any of the Transaction Entities is bound or to which any of the
          Properties or other assets of any of the Transaction Entities is
          subject, nor will such actions result in any material violation of the
          provisions of the charter, by-laws, certificate of limited
          partnership, agreement of limited partnership, or other organizational
          documents of any of the Transaction Entities, or, to such counsel's
          knowledge, any statute or any order, writ, injunction, decree, rule or
          regulation of any court or governmental agency or body having
          jurisdiction over any of the Transaction Entities or any of their
          properties or assets; and except for the registration of the Shares
          under the Securities Act and such consents, approvals, authorizations,
          registrations or qualifications as may be required under the Exchange
          Act, by the NYSE or the NASD and applicable state securities laws in
          connection with the purchase and distribution of the Shares by the
          Underwriters, no consent, approval, authorization or order of, or
          filing or registration with, any such court or governmental agency or
          body is required for the execution, delivery and performance of the
          Operative Documents by the Transaction Entities and the consummation
          of the transactions contemplated hereby and thereby.

               (x) To such counsel's knowledge, except with the respect to the
          6,281,909 shares of Common Shares reserved for issuance upon the
          exchange of outstanding Units, the 1,766,996 shares of Common Shares
          to be reserved for issuance upon the exchange of a maximum of
          1,766,996 Units to be issued in the Questar Transaction and the 
          400,000 shares of Common Shares to be issued in the Questar



                                       29


          Transaction as described in the Prospectus, there are no
          contracts, agreements or understandings between the Company and any
          person granting such person the right to require the Company to file a
          registration statement under the Securities Act with respect to any
          securities of the Company owned or to be owned by such person or to
          require the Company to include such securities in the securities
          registered pursuant to the Registration Statement or in any securities
          being registered pursuant to any other registration statement filed by
          the Company under the Securities Act.

               (xi) To such counsel's knowledge, the Operating Partnership and
          each Subsidiary has good and marketable title to each of its
          respective interests in the Properties and other assets, in each case
          free and clear of all liens, encumbrances, claims, security interests
          and defects, other than those referred to in the Prospectus or those
          which are not material in amount or those which would not have a
          Material Adverse Effect.

               (xii) To such counsel's knowledge, other than as set forth in the
          Prospectus, there are no legal or governmental proceedings pending to
          which any Transaction Entity or Subsidiary is a party or of which any
          property or assets of any Transaction Entity is the subject which, if
          determined adversely to such Transaction Entity or any Subsidiary,
          might reasonably be expected to have a Material Adverse Effect; and to
          the knowledge of such counsel no such proceedings are threatened.

               (xiii) To such counsel's knowledge, there are no contracts or
          other documents which are required to be described in the Prospectus
          or filed as exhibits to the Registration Statement by the Securities
          Act or by the Rules and Regulations which have not been described in
          the Prospectus or filed as exhibits to the Registration Statement or
          incorporated therein by reference as permitted by the Rules and
          Regulations.

               (xiv) To such counsel's knowledge, no relationship, direct or
          indirect, exists between or among any of the Transaction Entities on
          the one hand, and the directors, officers, stockholders, customers or
          suppliers of the Transaction Entities on the other hand, which is
          required by the Securities Act to be described in the Prospectus which
          is not so described.

               (xv) To such counsel's knowledge and other than as described in
          the Prospectus, no Transaction Entity or Subsidiary (i) is in


                                       30


          violation of its charter, by-laws, certificate of limited partnership,
          agreement of limited partnership or other similar organizational
          document, (ii) is in default in any material respect, and no event has
          occurred which, with notice or lapse of time or both, would constitute
          such a default, in the due performance or observance of any material
          term, covenant or condition contained in any material indenture,
          mortgage, deed of trust, loan agreement or other agreement or
          instrument to which it is a party or by which it is bound or to which
          any of the Properties or any of its other properties or assets is
          subject or (iii) is in violation in any material respect of any law,
          ordinance, governmental rule, regulation or court decree to which it
          or the Properties or any of its other properties or assets may be
          subject or has failed to obtain any material license, permit,
          certificate, franchise or other governmental authorization or permit
          necessary to the ownership of the Properties or any of its other
          properties or assets or to the conduct of its business.

               (xvi) Commencing with the taxable year ended December 31, 1991,
          the Company has been organized and has operated in conformity with the
          requirements for qualifications and taxation as a REIT under the Code,
          and the proposed method of operations will enable the Company to meet
          the requirements for qualification and taxation as a REIT under the
          Code; and the Operating Partnership will continue to be classified as
          a partnership and not as (a) an association taxable as a corporation
          or (b) a "publicly traded partnership" within the meaning of Section
          7704(b) of the Code.

               (xvii) No Transaction Entity or Subsidiary is an "investment
          company" within the meaning of such term under the Investment Company
          Act of 1940, as amended and the rules and regulations of the
          Commission thereunder.

               (xviii) The Common Shares have been approved for listing on the
          New York Stock Exchange upon notice of issuance.

               (xix) The Registration Statement was declared effective under the
          Securities Act as of the date and time specified in such opinion, the
          Prospectus was filed with the Commission pursuant to the subparagraph
          of Rule 424(b) of the Rules and Regulations specified in such opinion
          on the date specified therein and, to the best knowledge of such
          counsel, no stop order suspending the effectiveness of the
          Registration Statement has been issued and, to the best knowledge of
          such counsel, no proceeding for that purpose is pending or threatened
          by the Commission.



                                       31


               (xx) The Registration Statement and the Prospectus and any
          further amendments or supplements thereto made by the Company prior to
          such Delivery Date (other than the financial statements and related
          schedules and other financial and statistical data included therein,
          as to which such counsel need express no opinion) comply as to form in
          all material respects with the requirements of the Securities Act and
          the Rules and Regulations.

               (xxi) To the knowledge of such counsel, the documents
          incorporated or deemed to be incorporated by reference in the
          Prospectus pursuant to Item 12 of Form S-3 (other than the financial
          statements and related schedules and financial information and data
          included therein, as to which no opinion need be rendered), at the
          time they were filed with the Commission, complied and will comply as
          to form in all material respects with the requirements of the Exchange
          Act and the rules and regulations thereunder.

               (xxii) The statements contained in the Prospectus Supplement
          under the captions "Prospectus Supplement Summary," "Risk Factors,"
          "The Company" and "The Questar Transaction" and in the base Prospectus
          under the captions "Description of Capital Stock of the Company,"
          "Federal Income Tax Considerations," "Description of Debt Securities"
          and "Description of Securities Warrants" insofar as those statements
          are descriptions of contracts, agreements or other legal documents, or
          they describe federal statutes, rules and regulations or legal
          conclusions, constitute a fair summary thereof, and the opinion of
          such counsel filed as Exhibit 8 to the Registration Statement is
          confirmed and the Underwriters may rely upon such opinion as if it
          were addressed to them.

     In rendering such opinion, such counsel may (i) state that its opinion is
     limited to matters governed by the Federal laws of the United States of
     America and the States of Delaware and New York; (ii) rely (to the extent
     such counsel deems proper and specifies in their opinion), as to matters
     involving the application of the laws of the State of Delaware upon the
     opinion of other counsel of good standing, provided that such other counsel
     is satisfactory to counsel for the Underwriters and furnishes a copy of its
     opinion to the Representatives; (iii) in giving the opinion referred to in
     Section 7(d)(viii), state that such opinion with respect to the
     enforceability of such documents may be limited by bankruptcy, fraudulent
     conveyance, insolvency, reorganization, moratorium, and other laws relating
     to or affecting creditors' rights generally and by general equitable
     principles; and (iv) in giving the opinion referred to in Section 7(d)(xi),
     state that no examination of record titles for the purpose of such opinion
     has been made, 



                                       32


     and that it is relying upon a general review of the titles of the Company
     and its subsidiaries, upon opinions of local counsel and abstracts, reports
     and policies of title companies rendered or issued at or subsequent to the
     time of acquisition of such property by the Company or its subsidiaries,
     and, in respect of matters of fact, upon certificates of officers of the
     Company or its subsidiaries, provided that such counsel shall state that it
     believes that both the Underwriters and it are justified in relying upon
     such opinions, of local counsel and abstracts, reports, policies and
     certificates. Such counsel shall also have furnished to the Representatives
     a written statement, addressed to the Underwriters and dated such Delivery
     Date, in form and substance satisfactory to the Representatives and counsel
     to the Underwriters, to the effect that (x) such counsel has acted as
     counsel to the Company in connection with the preparation of the
     Registration Statement and the Prospectus, and (y) based on the foregoing,
     no facts have come to the attention of such counsel which lead it to
     believe that the Registration Statement, as of the Effective Date,
     contained any untrue statement of a material fact or omitted to state a
     material fact required to be stated therein or necessary in order to make
     the statements therein not misleading, or that the Prospectus, as of its
     date, as of the date hereof, and as of each applicable Date of Delivery,
     contains any untrue statement of a material fact or omits to state a
     material fact necessary in order to make the statements therein, in light
     of the circumstances under which they were made, not misleading. The
     foregoing opinion and statement may be qualified by a statement to the
     effect that such counsel does not assume any responsibility for the
     accuracy, completeness or fairness of the statements contained in the
     Registration Statement or the Prospectus except as indicated in Section
     7(d)(xxii), and may state that such counsel expresses no belief with
     respect to the financial statements and notes thereto and other financial
     and statistical data included in, or incorporated by reference in, the
     Registration Statement or the Prospectus.

          (e) The Representatives shall have received from Rogers & Wells,
     counsel for the Underwriters, such opinion or opinions, dated such Delivery
     Date, with respect to the issuance and sale of the Shares, the Registration
     Statement, the Prospectus and other related matters as the Representatives
     may reasonably require, and the Company shall have furnished to such
     counsel such documents as they reasonably request for the purpose of
     enabling them to pass upon such matters.

          (f) At the time of execution of this Agreement, the Representatives
     shall have received from Coopers & Lybrand LLP a letter, in form and
     substance reasonably satisfactory to the Representatives, addressed to the
     Underwriters and dated the date hereof (i) confirming that they are
     independent public accountants within the meaning of the Securities Act and
     are in compliance with the applicable requirements relating to the
     qualification of accountants under 



                                       33


     Rule 2-01 of Regulation S-X of the Commission, and (ii) stating, as of the
     date hereof (or, with respect to matters involving changes or developments
     since the respective dates as of which specified financial information is
     given in, or incorporated by reference in, the Prospectus, as of a date not
     more than five days prior to the date hereof), the conclusions and findings
     of such firm with respect to the financial information and other matters
     ordinarily covered by accountants' "comfort letters" to underwriters in
     connection with registered public offerings as contemplated in the
     Statement on Auditing Standards No. 72.

          (g) With respect to the letter of Coopers & Lybrand LLP referred to in
     the preceding paragraph and delivered to the Representatives concurrently
     with the execution of this Agreement (the "initial letter"), the Company
     shall have furnished to the Representatives a letter (the "bring-down
     letter") of such accountants, addressed to the Underwriters and dated such
     Delivery Date (i) confirming that they are independent public accountants
     within the meaning of the Securities Act and are in compliance with the
     applicable requirements relating to the qualification of accountants under
     Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of the date
     of the bring-down letter (or, with respect to matters involving changes or
     developments since the respective dates as of which specified financial
     information is given in the Prospectus, as of a date not more than five
     days prior to the date of the bring-down letter), the conclusions and
     findings of such firm with respect to the financial information and other
     matters covered by the initial letter and (iii) confirming in all material
     respects the conclusions and findings set forth in the initial letter.

          (h) Each Transaction Entity shall have furnished to the
     Representatives a certificate, dated each applicable Delivery Date, signed
     by its Chief Executive Officer and its chief financial officer, who in
     signing such certificate shall be acting solely in their capacity as
     officers of the Company, stating that:

               (i) The representations, warranties and agreements of the
          Transaction Entities in Section 1 are true and correct as of such
          Delivery Date; the Transaction Entities have complied with all its
          agreements contained herein; and the conditions set forth in Sections
          7(a), (b), (c), (j) and (m) have been fulfilled; and

               (ii) They have carefully examined the Registration Statement and
          the Prospectus and, in their opinion (A) as of the Effective Date, the
          Registration Statement and Prospectus did not include any untrue
          statement of a material fact and did not omit to state a material fact
          required to be stated therein or necessary to make the statements
          therein not misleading (with respect to the Prospectus, in light of
          the circumstances in which they were made), and (B) since the
          applicable 



                                       34


          Effective Date no event has occurred which should have been set forth
          in a supplement or amendment to the Registration Statement or the
          Prospectus and has not been so set forth.

          (i) (i) None of the Transaction Entities nor any of the Properties
     shall have sustained since the date of the latest audited financial
     statements included in the Prospectus any material loss to or interference
     with the business of the Transaction Entities from fire, explosion, flood
     or other calamity, whether or not covered by insurance, or from any labor
     dispute or court or governmental action, order or decree, otherwise than as
     set forth or contemplated in the Prospectus or (ii) since such date there
     shall not have been any change in the capital stock or long-term debt of
     any Transaction Entity or any material adverse change, or any development
     involving a prospective material adverse change, in or affecting the
     general affairs, management, financial position, stockholders' equity or
     results of operations of either Transaction Entity, otherwise than as set
     forth or contemplated in the Prospectus, the effect of which, in any such
     case described in clause (i) or (ii), is, in the reasonable judgment of the
     Representatives, so material and adverse as to make it impracticable or
     inadvisable to proceed with the public offering or the delivery of the
     Shares being delivered on such Delivery Date on the terms and in the manner
     contemplated in the Prospectus.

          (j) Subsequent to the execution and delivery of this Agreement there
     shall not have occurred any of the following: (i) trading in securities
     generally on the New York Stock Exchange or the American Stock Exchange or
     in the over-the-counter market, or trading in any securities of the Company
     on any exchange or in the over-the-counter market, shall have been
     suspended or minimum prices shall have been established on any such
     exchange or such market by the Commission, by such exchange or by any other
     regulatory body or governmental authority having jurisdiction, (ii) a
     banking moratorium shall have been declared by Federal or state
     authorities, (iii) the United States shall have become engaged in
     hostilities, there shall have been an escalation in hostilities involving
     the United States or there shall have been a declaration of a national
     emergency or war by the United States or (iv) there shall have occurred
     such a material adverse change in general economic, political or financial
     conditions (or the effect of international conditions on the financial
     markets in the United States shall be such) as to make it, in the judgment
     of a majority in interest of the several Underwriters, impracticable or
     inadvisable to proceed with the public offering or delivery of the Shares
     being delivered on such Delivery Date on the terms and in the manner
     contemplated in the Prospectus.

          (k) The NYSE shall have approved the Shares for listing, subject only
     to official notice of issuance.



                                       35


          (l) The Transaction Entities shall not have failed at or prior to such
     Delivery Date to have performed or complied with any of their material
     agreements herein contained and required to be performed or complied with
     by them hereunder at or prior to such Delivery Date.

          (m) On the First Delivery Date, counsel for the Underwriters shall
     have been furnished with such documents and opinions as they may reasonably
     require for the purpose of enabling them to pass upon the issuance and sale
     of the Shares as herein contemplated, or in order to evidence the accuracy
     of any of the representations or warranties, or the fulfillment of any of
     the conditions, herein contained; and all proceedings taken by the
     Transaction Entities in connection with the issuance and sale of the Shares
     as herein contemplated shall be reasonably satisfactory in form and
     substance to the Representatives and counsel for the Underwriters.

          (n) The Representatives shall have been furnished with the written
     agreements referred to in Section 5(j) hereof.

          (o) The Transaction Entities shall have furnished or caused to be
     furnished to the Representatives such further certificates and documents as
     the Representatives or counsel to the Underwriters shall have reasonably
     requested.

          (p) In the event that the Underwriters exercise their option provided
     in Section 2(b) hereof to purchase all or any portion of the Option Shares,
     the representations and warranties of the Transaction Entities contained
     herein and the statements in any certificates furnished by the Transaction
     Entities hereunder shall be true and correct as of each Date of Delivery
     and, at the relevant Date of Delivery, the Representatives shall have
     received:

               (i) A certificate, dated such Date of Delivery, of the Chief
          Executive Officer and the chief financial officer of each Transaction
          Entity confirming that the certificate delivered on the First Delivery
          Date pursuant to Section 7(h) hereof remains true and correct as of
          such Date of Delivery.

               (ii) The favorable opinion of Peabody & Brown, counsel for the
          Transaction Entities, in form and substance satisfactory to counsel
          for the Underwriters, dated such Date of Delivery, relating to the
          Option Shares to be purchased on such Date of Delivery and otherwise
          to the same effect as the opinions required by Section 7(d) hereof.



                                       36


               (iii) The favorable opinion of Rogers & Wells, counsel for the
          Underwriters, dated such Date of Delivery, relating to the Option
          Shares to be purchased on such Date of Delivery and otherwise to the
          same effect as the opinion required by Section 7(e) hereof.

               (iv) A letter from Coopers & Lybrand LLC, in form and substance
          satisfactory to the Representatives and dated such Date of Delivery,
          substantially the same in form and substance as the letters furnished
          to the Representatives pursuant to Section 7(g) hereof.

          All opinions, letters, evidence and certificates mentioned above or 
elsewhere in this Agreement shall be deemed to be in compliance with the 
provisions hereof only if they are in form and substance reasonably 
satisfactory to counsel for the Underwriters.

          Any certificate or document signed by any officer of the Transaction 
Entities and delivered to the Underwriters, or to counsel for the 
Underwriters, shall be deemed a representation and warranty by the Transaction 
Entities to each Underwriter as to the statements made therein.

          The several obligations of the Underwriters to purchase Option 
Shares hereunder are subject to the satisfaction on and as of any Date of 
Delivery of the conditions set forth in this Section 7, except that, if any 
Date of Delivery is other than the First Delivery Date, the certificates, 
opinions and letters referred to in Sections 7(d) through 7(h) hereof shall be 
dated the Date of Delivery in question and the opinions called for by Sections 
7(d) and 7(e) hereof shall be revised to reflect the sale of Option Shares.

          8.     Effective Date of Agreement.

          This Agreement shall become effective:  (i) upon the execution 
hereof by the parties hereto; or (ii) if, at the time this Agreement is 
executed and delivered, it is necessary for the Registration Statement or a 
post-effective amendment thereto to be declared effective before the offering 
of the Shares may commence, when notification of the effectiveness of the 
Registration Statement or such post-effective amendment has been released by 
the Commission.

          9.     Default by One or More of the Underwriters.

          If, on either Delivery Date, any Underwriter defaults in the 
performance of its obligations under this Agreement, the remaining 
non-defaulting Underwriters shall be obligated to purchase the Shares which 
the defaulting Underwriter agreed but failed to purchase on such Delivery Date 
in the respective proportions which the number of Firm Shares set forth 
opposite the name of each remaining non-defaulting Underwriter in Schedule 1
hereto bears to the total number of Firm Shares set forth opposite the names of
all the remaining non-defaulting Underwriters in Schedule 1 hereto; provided,
however, that the remaining non-defaulting




                                       37


Underwriters shall not be obligated to purchase any of the Shares of such
defaulting Underwriter or Underwriters on such Delivery Date if the total number
of Shares which the defaulting Underwriter or Underwriters agreed but failed to
purchase on such date exceeds 9.09% of the total number of Shares to be
purchased on such Delivery Date, and any remaining non-defaulting Underwriter
shall not be obligated to purchase more than 110% of the number of Shares which
it agreed to purchase on such Delivery Date pursuant to the terms of Section 2.
If the foregoing maximums are exceeded, the remaining non-defaulting
Underwriters, or those other underwriters satisfactory to the Representatives
who so agree, shall have the right, but shall not be obligated, to purchase, in
such proportion as may be agreed upon among them, all the Shares of the
defaulting Underwriter or Underwriters to be purchased on such Delivery Date. If
the remaining Underwriters or other underwriters satisfactory to the
Representatives do not elect to purchase the Shares which the defaulting
Underwriter or Underwriters agreed but failed to purchase on such Delivery Date,
this Agreement (or, with respect to the Second Delivery Date, the obligation of
the Underwriters to purchase, and of the Company to sell, the Option Shares)
shall terminate without liability on the part of any non-defaulting Underwriter
or the Transaction Entities, except that the Transaction Entities will continue
to be liable for the payment of expenses to the extent set forth in Sections 6
and 12. As used in this Agreement, the term "Underwriter" includes, for all
purposes of this Agreement unless the context requires otherwise, any party not
listed in Schedule 1 hereto who, pursuant to this Section 9, purchases Initial
Shares which a defaulting Underwriter agreed but failed to purchase.

          Nothing contained herein shall relieve a defaulting Underwriter of 
any liability it may have to the Transaction Entities for damages caused by 
its default.  If other underwriters are obligated or agree to purchase the 
Shares of a defaulting or withdrawing Underwriter, either the Representatives 
or the Company may postpone the Delivery Date for up to seven full business 
days in order to effect any changes that in the opinion of counsel for the 
Company or counsel for the Underwriters may be necessary in the Registration 
Statement, the Prospectus or in any other document or arrangement.

          10.     Indemnification and Contribution.

          (a)     The Transaction Entities jointly and severally, shall 
indemnify and hold harmless each Underwriter, its officers and employees and 
each person, if any, who controls any Underwriter within the meaning of the 
Securities Act, from and against any loss, claim, damage or liability, joint 
or several, or any action in respect thereof (including, but not limited to, 
any loss, claim, damage, liability or action relating to purchases and sales 
of Shares), to which that Underwriter, officer, employee or controlling person 
may become subject, under the Securities Act or otherwise, insofar as such 
loss, claim, damage, liability or action arises out of, or is based upon, (i) 
any untrue statement or alleged untrue statement of a material fact contained 
(a) in any Preliminary Prospectus, the Registration Statement or the 
Prospectus or in any amendment or supplement thereto, including the Prospectus 
Supplement, or (b) in any blue sky application or other document prepared or 
executed by the Company (or based upon any written information furnished by 
the Company) specifically for the purpose of qualifying any or all of 




                                       38


the Shares under the securities laws of any state or other jurisdiction (any
such application, document or information being hereinafter called a "Blue Sky
Application"), (ii) the omission or alleged omission to state in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or in any amendment or
supplement thereto, or in any Blue Sky Application any material fact required to
be stated therein or necessary to make the statements therein not misleading
(with respect to the Prospectus, in light of the circumstances under which they
were made) or (iii) any act or failure to act or any alleged act or failure to
act by any Underwriter in connection with, or relating in any manner to, the
Shares or the offering contemplated hereby, and which is included as part of or
referred to in any loss, claim, damage, liability or action arising out of or
based upon matters covered by clause (i) or (ii) above (provided that the
Transaction Entities shall not be liable under this clause (iii) to the extent
that it is determined in a final judgment by a court of competent jurisdiction
that such loss, claim, damage, liability or action resulted directly from any
such acts or failures to act undertaken or omitted to be taken by such
Underwriter through its gross negligence or willful misconduct), and shall
reimburse each Underwriter and each such officer, employee or controlling person
promptly upon demand for any legal or other expenses reasonably incurred by that
Underwriter, officer, employee or controlling person in connection with
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action as such expenses are incurred; provided, however,
that the Transaction Entities shall not be liable in any such case to the extent
that any such loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement
or the Prospectus, or in any such amendment or supplement, including the
Prospectus Supplement, or in any Blue Sky Application, in reliance upon and in
conformity with written information concerning such Underwriter furnished to the
Company through the Representatives by or on behalf of any Underwriter
specifically for inclusion therein. The foregoing indemnity agreement is in
addition to any liability which the Transaction Entities may otherwise have to
any Underwriter or to any officer, employee or controlling person of that
Underwriter.

          (b)     Each Underwriter, severally and not jointly, shall indemnify 
and hold harmless each Transaction Entity, its officers and employees, each of 
its directors (including any person who, with his consent, is named in the 
Registration Statement as about to become a director of the Company), and each 
person, if any, who controls each Transaction Entity within the meaning of the 
Securities Act, from and against any loss, claim, damage or liability, joint 
or several, or any action in respect thereof, to which each Transaction Entity 
and or any such director, officer or controlling person may become subject, 
under the Securities Act or otherwise, insofar as such loss, claim, damage, 
liability or action arises out of, or is based upon, (i) any untrue statement 
or alleged untrue statement of a material fact contained (A) in any 
Preliminary Prospectus, the Registration Statement or the Prospectus or in any 
amendment or supplement thereto, including the Prospectus Supplement, or (B) 
in any Blue Sky Application or (ii) the omission or alleged omission to state 
in any Preliminary Prospectus, the Registration Statement or the Prospectus, 
or in any amendment or supplement thereto, including the Prospectus 
Supplement, or in any Blue Sky Application any material fact required to be 
stated 



                                       39


therein or necessary to make the statements therein not misleading, but in each
case only to the extent that the untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information concerning such Underwriter furnished to the Company through
the Representatives by or on behalf of that Underwriter specifically for
inclusion therein, and shall reimburse each Transaction Entity and any such
director, officer or controlling person for any legal or other expenses
reasonably incurred by each Transaction Entity or any such director, officer or
controlling person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred. The foregoing indemnity agreement is in addition to any
liability which any Underwriter may otherwise have to each Transaction Entity or
any such director, officer, employee or controlling person.

          (c)     Promptly after receipt by an indemnified party under this 
Section 10 of notice of any claim or the commencement of any action, the 
indemnified party shall, if a claim in respect thereof is to be made against 
the indemnifying party under this Section 10, notify the indemnifying party in 
writing of the claim or the commencement of that action; provided, however, 
that the failure to notify the indemnifying party shall not relieve it from 
any liability which it may have under this Section 10 except to the extent it 
has been materially prejudiced by such failure and, provided further, that the 
failure to notify the indemnifying party shall not relieve it from any 
liability which it may have to an indemnified party otherwise than under this 
Section 10.  If any such claim or action shall be brought against an 
indemnified party, and it shall notify the indemnifying party thereof, the 
indemnifying party shall be entitled to participate therein and, to the extent 
that it wishes, jointly with any other similarly notified indemnifying party, 
to assume the defense thereof with counsel reasonably satisfactory to the 
indemnified party.  After notice from the indemnifying party to the 
indemnified party of its election to assume the defense of such claim or 
action, the indemnifying party shall not be liable to the indemnified party 
under this Section 10 for any legal or other expenses subsequently incurred by 
the indemnified party in connection with the defense thereof other than 
reasonable costs of investigation; provided, however, that the Representatives 
shall have the right to employ counsel to represent jointly the 
Representatives and those other Underwriters and their respective officers, 
employees and controlling persons who may be subject to liability arising out 
of any claim in respect of which indemnity may be sought by the Underwriters 
against the Transaction Entities under this Section 10 if, in the reasonable 
judgment of the Representatives, it is advisable for the Representatives and 
those Underwriters, officers, employees and controlling persons to be jointly 
represented by separate counsel, and in that event the fees and expenses of 
such separate counsel shall be paid by the indemnifying party.  No 
indemnifying party shall (i) without the prior written consent of the 
indemnified parties (which consent shall not be unreasonably withheld), settle 
or compromise or consent to the entry of any judgment with respect to any 
pending or threatened claim, action, suit or proceeding in respect of which 
indemnification or contribution may be sought hereunder (whether or not the 
indemnified parties are actual or potential parties to such claim or action) 
unless such settlement, compromise or consent includes an unconditional 
release of each indemnified party from all liability arising out of such 
claim, action, suit or proceeding, or (ii) be liable for any settlement of any 
such action 



                                       40


effected without its written consent (which consent shall not be unreasonably
withheld), but if settled with the consent of the indemnifying party or if there
be a final judgment of the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment.

          (d)     If the indemnification provided for in this Section 10 shall 
for any reason be unavailable to or insufficient to hold harmless an 
indemnified party under Section 10(a) or 10(b) in respect of any loss, claim, 
damage or liability, or any action in respect thereof, referred to therein, 
then each indemnifying party shall, in lieu of indemnifying such indemnified 
party, contribute to the amount paid or payable by such indemnified party as a 
result of such loss, claim, damage or liability, or action in respect thereof, 
(i) in such proportion as shall be appropriate to reflect the relative 
benefits received by the Transaction Entities on the one hand and the 
Underwriters on the other from the offering of the Shares or (ii) if the 
allocation provided by clause (i) above is not permitted by applicable law, in 
such proportion as is appropriate to reflect not only the relative benefits 
referred to in clause (i) above but also the relative fault of the Transaction 
Entities on the one hand and the Underwriters on the other with respect to the 
statements or omissions which resulted in such loss, claim, damage or 
liability, or action in respect thereof, as well as any other relevant 
equitable considerations.  The relative benefits received by the Transaction 
Entities on the one hand and the Underwriters on the other with respect to 
such offering shall be deemed to be in the same proportion as the total net 
proceeds from the offering of the Shares purchased under this Agreement 
(before deducting expenses) received by the Transaction Entities, on the one 
hand, and the total underwriting discounts and commissions received by the 
Underwriters with respect to the Shares purchased under this Agreement, on the 
other hand, bear to the total gross proceeds from the offering of the Shares 
under this Agreement, in each case as set forth in the table on the cover page 
of the Prospectus.  The relative fault shall be determined by reference to 
whether the untrue or alleged untrue statement of a material fact or omission 
or alleged omission to state a material fact relates to information supplied 
by the Transaction Entities or the Underwriters, the intent of the parties and 
their relative knowledge, access to information and opportunity to correct or 
prevent such statement or omission.  The Transaction Entities and the 
Underwriters agree that it would not be just and equitable if contributions 
pursuant to this Section were to be determined by pro rata allocation (even if 
the Underwriters were treated as one entity for such purpose) or by any other 
method of allocation which does not take into account the equitable 
considerations referred to herein.  The amount paid or payable by an 
indemnified party as a result of the loss, claim, damage or liability, or 
action in respect thereof, referred to above in this Section shall be deemed 
to include, for purposes of this Section 10(d), any legal or other expenses 
reasonably incurred by such indemnified party in connection with investigating 
or defending any such action or claim.  Notwithstanding the provisions of this 
Section 10(d), no Underwriter shall be required to contribute any amount in 
excess of the amount by which the total price at which the Shares underwritten 
by it and distributed to the public was offered to the public exceeds the 
amount of any damages which such Underwriter has otherwise paid or become 
liable to pay by reason of any untrue or alleged untrue statement or omission 
or alleged omission.  No person guilty of 



                                       41


fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute as provided in this Section 10(d) are several in proportion to their
respective underwriting obligations and not joint.

          (e)     The Underwriters severally confirm and each Transaction 
Entity acknowledges that (i) the name of the Underwriters set forth on the 
front cover page and the back cover page of, (ii) the legend concerning 
over-allotments on the inside front cover page of and (iii) the names of the 
Underwriters and the number of Shares which they are each purchasing, the 
concession and reallowance figures and, pursuant to Item 508 of Regulation S-K 
of the Securities Act, the information contained in the ninth, tenth and 
eleventh paragraphs, in each case under the caption "Underwriting" in the 
Prospectus are correct and constitute the only information concerning such 
Underwriters furnished in writing to the Company by or on behalf of the 
Underwriters specifically for inclusion in the Registration Statement and the 
Prospectus.

          11.     Termination.  The obligations of the Underwriters hereunder 
may be terminated by the Representatives by notice given to and received by 
the Company prior to delivery of and payment for the Firm Shares if, prior to 
that time, any of the events described in Sections 7(i), 7(j) or 7(l), shall 
have occurred or if the Underwriters shall decline to purchase the Shares for 
any reason permitted under this Agreement.

          12.     Reimbursement of Underwriters' Expenses.  If (a) the Company 
shall fail to tender the Shares for delivery to the Underwriters by reason of 
any failure, refusal or inability on the part of the Transaction Entities to 
perform any agreement on their part to be performed, or because any other 
condition of the Underwriters' obligations hereunder required to be fulfilled 
by the Transaction Entities is not fulfilled, the Transaction Entities will 
reimburse the Underwriters for all reasonable out-of-pocket expenses 
(including fees and disbursements of counsel) incurred by the Underwriters in 
connection with this Agreement and the proposed purchase of the Shares, and 
upon demand the Transaction Entities shall pay the full amount thereof to the 
Representatives.  If this Agreement is terminated pursuant to Section 9 by 
reason of the default of one or more Underwriters, the Transaction Entities 
shall not be obligated to reimburse any defaulting Underwriter on account of 
those expenses.

          13.     Notices, etc.  All statements, requests, notices and 
agreements hereunder shall be in writing, and:

               (a) if to the Underwriters, shall be delivered or sent by mail,
          telex or facsimile transmission to Lehman Brothers Inc., Three World
          Financial Center, New York, New York 10285, Attention: Syndicate
          Department (Fax: 212-526-6588), with a copy, in the case of any notice
          pursuant to Section 10(c), to the Director of Litigation, Office of
          the General Counsel, Lehman Brothers Inc., 3 World Financial Center,
          10th Floor, New York, NY 10285;



                                       42


               (b) if to the Transaction Entities shall be delivered or sent by
          mail, telex or facsimile transmission to the Company, 470 Atlantic
          Avenue, Boston, Massachusetts 02210, Attention: David F. Marshall,
          with copies to Marianne Pritchard of the Company and to Peabody &
          Brown, 101 Federal Street, Boston, MA 02110; Attention: Alexander J.
          Jordan;

provided, however, that any notice to an Underwriter pursuant to Section 10(c) 
shall be delivered or sent by mail, telex or facsimile transmission to such 
Underwriter at its address set forth in its acceptance telex to the 
Representatives, which address will be supplied to any other party hereto by 
the Representatives upon request.  Any such statements, requests, notices or 
agreements shall take effect at the time of receipt thereof.  The Transaction 
Entities shall be entitled to act and rely upon any request, consent, notice 
or agreement given or made on behalf of the Underwriters by Lehman Brothers 
Inc.

          14.     Persons Entitled to Benefit of Agreement.  This Agreement 
shall inure to the benefit of and be binding upon the Underwriters, the 
Transaction Entities, and their respective personal representatives and 
successors.  This Agreement and the terms and provisions hereof are for the 
sole benefit of only those persons, except that (a) the representations, 
warranties, indemnities and agreements of the Transaction Entities contained 
in this Agreement shall also be deemed to be for the benefit of the person or 
persons, if any, who control any Underwriter within the meaning of Section 15 
of the Securities Act and (b) the indemnity agreement of the Underwriters 
contained in Section 10(b) of this Agreement shall be deemed to be for the 
benefit of directors of the Transaction Entities, officers of the Company who 
have signed the Registration Statement and any person controlling the 
Transaction Entities within the meaning of section 15 of the Securities Act.  
Nothing in this Agreement is intended or shall be construed to give any 
person, other than the persons referred to in this Section 14, any legal or 
equitable right, remedy or claim under or in respect of this Agreement or any 
provision contained herein.

          15.     Survival.  The respective indemnities, representations, 
warranties and agreements of the Transaction Entities, and the Underwriters 
contained in this Agreement or made by or on behalf on them, respectively, 
pursuant to this Agreement, shall survive the delivery of and payment for the 
Shares and shall remain in full force and effect, regardless of any 
investigation made by or on behalf of any of them or any person controlling 
any of them.

          16.     Definition of the Terms "Business Day" and "Subsidiary".  
For purposes of this Agreement, (a) "business day" means any day on which the 
New York Shares Exchange, Inc. is open for trading and (b) "subsidiary" has 
the meaning set forth in Rule 405 of the Rules and Regulations.

          17.     Governing Law.  This Agreement shall be governed by and 
construed in accordance with the laws of New York.



                                       43


          18.     Counterparts.  This Agreement may be executed in one or more 
counterparts and, if executed in more than one counterpart, the executed 
counterparts shall each be deemed to be an original but all such counterparts 
shall together constitute one and the same instrument.

          19.     Headings.  The headings herein are inserted for convenience 
of reference only and are not intended to be part of, or to affect the meaning 
or interpretation of, this Agreement.



                                       44


          If the foregoing correctly sets forth the agreement between the 
Transaction Entities and the Underwriters, please indicate your acceptance in 
the space provided for that purpose below.


                                 Very truly yours,                       
                            
                                 BERKSHIRE REALTY COMPANY, INC.
                            
                            
                                 By: /s/ David F. Marshall
                                     --------------------------------
                                     Name: David F. Marshall
                                     Title: President
                            
                            
                                 BERKSHIRE APARTMENTS, INC.
                            
                                 By:     Berkshire Realty Company, Inc.,
                            
                                 By: /s/ David F. Marshall
                                     --------------------------------
                                 Name:  David F. Marshall
                                 Title: President
                            
                            BRI OP LIMITED PARTNERSHIP
                            
                                 By:  Berkshire Apartments, Inc.,
                                        its general partner
                            
                            
                                 By:     /s/ David F. Marshall
                                     --------------------------------
                                 Name:  David F. Marshall
                                 Title:  President



                                       45


Accepted:

Lehman Brothers Inc.
BT Alex. Brown
A.G. Edwards & Sons, Inc.
Legg Mason Wood Walker Incorporated
Salomon Brothers Inc

By:  Lehman Brothers


By: /s/ Michael W. Reid          
   ---------------------------------
   Name: Michael W. Reid
   Title: Managing Director

For themselves and as Representatives
of the several Underwriters named
in Schedule 1 hereto


                                       46


                                   Schedule 1



                                                          Number of
Underwriters                                             Firm Shares
- ------------                                             -----------
Lehman Brothers                                           2,000,000
A.G. Edwards & Sons, Inc.                                 2,000,000
BT Alex. Brown Incorporated                               2,000,000
Legg Mason Wood Walker Incorporated                       2,000,000
Salomon Brothers Inc                                      2,000,000
                                                          ---------
   Total                                                 10,000,000
                                                         ==========


                                       47


                                  Schedule 2

                      Subsidiaries and Ownership Interest

                          [COMPANY'S OWNERSHIP CHART]



                                       48


                                   Schedule 3

                          Lockup Agreement Signatories



1)The Company
2)The Operating Partnership
3)Douglas Krupp
4)GN Limited Partnership
5)The Berkshire Companies Limited Partnership
6)Turtle Creek Associates Limited Partnership
7)David F. Marshall
8)Stephen M. Gorn


                                       49