AMENDMENT TO CREDIT AGREEMENT

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                                                                  Exhibit (4)(2)


                                  AMENDMENT
                                      TO
                               CREDIT AGREEMENT

        This Amendment to Credit Agreement (this "Amendment"), dated as of
April 28,1995, is entered into by and among CLEVETRUST REALTY INVESTORS, an
unincorporated association doing business in the form of a Massachusetts
Business Trust (Borrower), NATIONAL CITY BANK and MANUFACTURER'S AND TRADERS
TRUST COMPANY (together "Banks") and NATIONAL CITY BANK IN ITS CAPACITY AS
AGENT OF THE BANKS ("Agent") for the purposes of the Credit Agreement referred
to below and the Loan Documents.

                                  WITNESSETH:

        WHEREAS, the parties have entered into a Credit Agreement dated as of
November 30, 1994 (the "Credit Agreement"; all terms used in the Credit
Agreement being used herein with the same meaning), which sets forth the terms
and conditions upon which Borrower may obtain certain loans from time to time;
and

        WHEREAS, the parties desire to amend certain provisions of the Credit
Agreement to modifv the definition of "Maximum Commitment"; and

        NOW, THEREFORE, in consideration of the premises above and the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

SECTION I - AMENDMENT TO CREDIT AGREEMENT

        Clause (a)(ii)(B) of the definition of the term "Maximum Commitment" in
the Credit Agreement is hereby amended in its entirety to read as follows:

        "(B) fifty-seven percent (57%) of the Attributed Value of each Class
        Two Mortgaged Property, and"

SECTION 11 - REPRESENTATIONS AND WARRANTIES

        Borrower hereby represents and warrants to each of the other parties to
this Amendment that

        (A) none of the representations and warranties made in the Credit
        Agreement has ceased to be true and complete in any material respect 
        as of the date hereof; and

        (B) as of the date hereof no "Event of Default" has occurred that is
        continuing.

SECTION III - ACKNOWLEDGMENTS CONCERNING OUTSTANDING LOANS

        Borrower acknowledges and agrees that, as of the date hereof, all of
Borrower's outstanding loan obligations to Banks are owed without any offset,
deduction, defense, claim or counterclaim of any nature whatsoever.

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SECTION IV - REFERENCES

        On and after the effective date of this Amendment, each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof", or words of
like import referring to the Credit Acreement, and each reference in the Notes
or other Loan Documents to the "Credit Agreement", "thereof", or words of like
import referring to the Credit Agreement shall mean and refer to the Credit
Agreement as amended hereby.  The Credit Agreement, as amended by this
Amendment, is and shall continue to be in full force and effect and is hereby
ratified and confirmed in all respects.  The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of Agent or Banks under the Credit Agreement or constitute a
waiver of any provision of the Credit Agreement.

SECTION V - COUNTERPARTS AND  GOVERNING LAW

        This Amendment may be executed in any number of counterparts, each
counterpart to be executed by one or more of the parties but, when taken
together, all counterparts shall constitute one agreement.  This Amendment, and
the respective rights and obligations of the parties hereto, shall be construed
in accordance with and governed by Ohio law.

        IN WITNESS WHEREOF, the Borrower, Agent and the Banks have caused this
Amendment to be executed by their authorized officers as of the date and year
first above written.

NATIONAL CITY BANK, AGENT                     CLEVETRUST REALTY INVESTORS


By: /s/ Xxxx X. Xxxxxxx                         By: /s/ Xxxx X. Kikor
----------------------------------------        ------------------------------
Printed Name: Xxxx X. Xxxxxxx                   Printed Name: Xxxx X. Kikor
Title: Vice President                           Title: President


NATIONAL CITY BANK

By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Printed Name: Xxxx X. Xxxxxxx
Title: Vice President

MANUFACTURER'S AND TRADERS TRUST COMPANY

By: /s/ R. Xxxxxx Xxxxx
----------------------------------------
Printed Name:     R. Xxxxxx Xxxxx
Title:           Vice President