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                                EXHIBIT 10.3(a)

                     FIRST AMENDMENT TO ADVISORY AGREEMENT

 
                     FIRST AMENDMENT TO ADVISORY AGREEMENT


  THIS AMENDMENT TO ADVISORY AGREEMENT ("Amendment"), dated as of the 1st day of
June, 1998, is authorized and executed by XXXXX REAL ESTATE INVESTMENT TRUST,
INC., a Maryland corporation (the "Company"), and XXXXX CAPITAL, INC., a Georgia
corporation (the "Advisor").

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  WHEREAS, the Company and the Advisor entered into that certain Advisory
Agreement dated as of January 30, 1998, whereby the Advisor agreed to perform
certain services for the Company, subject to the supervision of the Board of
Directors of the Company;

  WHEREAS, the Advisor and the Company believe that the amount of the fidelity
bond required under Section 12 of the Advisory Agreement is unnecessarily high
for the risk involved to the Company for the types of losses that may
foreseeably result from the services performed by the Advisor for the Company;

  WHEREAS, the Advisor and the Company desire to reduce the amount of such
fidelity bond requirement from $10,000,000 to $200,000; and

  WHEREAS, the Advisor and the Company desire to amend the Advisory Agreement to
better reflect the understanding of the parties.

  NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants
and agreements contained herein, the parties hereby agree, and the Advisory
Agreement is hereby amended as follows:

  1.  Section (12) of the Advisory Agreement is hereby deleted in its entirety
and the following substituted in lieu thereof:

  "(12) FIDELITY BOND. The Advisor shall maintain a fidelity bond for the
  benefit of the Company which bond shall insure the Company from losses of up
  to $200,000 per occurrence and shall be of the type customarily purchased by
  entities performing services similar to those provided to the Company by the
  Advisor."

  2.  Except as expressly modified by this Amendment, the Advisory Agreement
shall remain unaltered and in full force and effect.

  3.  This Amendment shall be governed by and construed in accordance with the
laws of the State of Maryland.

 
  IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date and year first above written.

                                        XXXXX REAL ESTATE INVESTMENT
                                        TRUST, INC.
                                        A Maryland Corporation


                                        By: /s/ Xxxxx X. Xxxxxx
                                           ---------------------------------
                                           Xxxxx X. Xxxxxx
                                           Executive Vice President



                                        XXXXX CAPITAL, INC.
                                        A Georgia Corporation


                                        By: /s/ Xxx X. Xxxxx, III
                                           ---------------------------------
                                           Xxx X. Xxxxx, III
                                           President