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                      Mark Centers Trust

                Fourth Amendment to Declaration
                           of Trust
                
                Dated:  August 12, 1998



     Mark Centers Trust, a Real Estate Investment Trust formed
pursuant to Title 8 of the Corporations and Associations Article
of the Annotated Code of Maryland (1993 Replacement Volume) (the
"REIT"), hereby certifies to the State Department of Assessments
and Taxation:

     FIRST:  That SECTION 1.1 of the Declaration of Trust of the
REIT is hereby amended by deleting therefrom the name "Mark
Centers Trust" and by substituting in lieu thereof the name
"Acadia Realty Trust."

     SECOND:  That SECTION 6.1 of the Declaration of Trust of the
REIT is hereby amended by deleting from the second sentence
thereof the number of "50,000,000" and by substituting in lieu
thereof the number "100,000,000."

     THIRD:  This Amendment to the REIT's Declaration of Trust
was duly approved by the affirmative vote of the holders of not
less than a majority of the shares issued by the REIT and then
outstanding on July 8, 1998.

     IN WITNESS WHEREOF, Mark Centers Trust has caused these
presents to be signed in its name an on its behalf by its Senior
Vice President and attested by its Secretary, this 12th day of
August, 1998.  Each of the undersigned officers of Mark Centers
Trust acknowledges, under the penalties for perjury, that this
Fourth Amendment to Declaration of Trust is the act of the REIT
and that, to the best of his knowledge, information and belief,
the matters and facts set forth herein are true in all material
respects.

ATTEST:                       MARK CENTERS TRUST

/s/ Marvin J. Levine          /s/ Joshua Kane
Marvin J. Levine, Secretary   Joshua Kane, Senior Vice President
                              and Chief Financial Officer

