EXHIBIT 2
"This certificate also evidences and entitles the holder hereof to certain
rights as set forth in a Rights Agreement between Columbus Realty Trust and
BankBoston N.A., dated as of May 23, 1997 (the "Rights Agreement"), the terms of
which are hereby incorporated herein by reference and a copy of which is on file
at the principal executive offices of Columbus Realty Trust. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Columbus Realty Trust will mail to the holder of this certificate a
copy of the Rights Agreement without charge after receipt of a written request
therefor. Under certain circumstances, as set forth in the Rights Agreement,
Rights issued to any Person who becomes an Acquiring Person (as defined in the
Rights Agreement) may become null and void."
