EXHIBIT 3.46



                    AMENDMENT NO. 41 TO AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                           OF PRIME GROUP REALTY, L.P.




     This  AMENDMENT  NO.  41 TO  AMENDED  AND  RESTATED  AGREEMENT  OF  LIMITED
PARTNERSHIP OF PRIME GROUP REALTY,  L.P. (this  "Amendment") is made as of March
7, 2002, by Prime Group Realty Trust,  a Maryland real estate  investment  trust
("PGRT"),  as the  Managing  General  Partner of Prime  Group  Realty,  L.P.,  a
Delaware  limited  partnership (the  "Partnership"),  and on behalf of the other
Partners (as  hereinafter  defined).  Capitalized  terms used but not  otherwise
defined  herein shall have the  meanings  given to such terms in the Amended and
Restated  Agreement  of  Limited  Partnership  of the  Partnership,  dated as of
November 17, 1997, by and among PGRT and the other parties signatory thereto, as
amended thereafter (as so amended, the "Limited Partnership Agreement").


                                    W I T N E S S E T H:

     WHEREAS,  pursuant to Section 4.3.C. of the Limited Partnership  Agreement,
the Managing  General  Partner may raise all or any portion of Additional  Funds
required by the  Partnership  for the  acquisition  of additional  properties by
accepting  additional  Capital  Contributions,  including the issuance of Common
Units for  Capital  Contributions  that  consist of  property  or  interests  in
property;

     WHEREAS,  pursuant to that Real Estate Sales Contract,  dated as of October
20, 1997, by and among The Prime Group, Inc., an Illinois corporation, PGRT, the
Partnership  and  the  Contributors   named  therein  (the   "Agreement"),   the
Partnership agreed to purchase certain vacant land from the Contributors located
in Carol Stream and Batavia,  Illinois (the  "Property") upon the fulfillment of
certain conditions;

     WHEREAS,  the  conditions  of the  Agreement  having  been  fulfilled,  the
Partnership  is  acquiring  the  Property in return for issuing  Common Units of
Limited Partner Interest to The Nardi Group, L.L.C., James M. Kane and Gloria I.
Kane; and

     WHEREAS,  Sections  2.4  and  12.3  of the  Limited  Partnership  Agreement
authorize,  among other things, the Managing General Partner, as true and lawful
agent and attorney-in fact, to execute, swear to, acknowledge, deliver, file and
record this  Amendment  on behalf of each  Partner that has executed the Limited
Partnership Agreement and on behalf of the Partnership.

     NOW,  THEREFORE,  for good and  adequate  consideration,  the  receipt  and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     Section 1. Acceptance of Capital Contribution in Exchange for Common Units.
(a) PGRT, as Managing General Partner and on behalf of the  Partnership,  hereby
accepts from Carol Stream  Industrial Park Joint Venture and Narco  Enterprises,
Inc. the grant of all of their right, title and interest in the Property,  legal
descriptions   of  which  are  attached  hereto  as  Exhibit  1,  as  a  Capital
Contribution  in exchange for an  aggregate  of 344,331  Common Units of Limited
Partner Interest which are hereby issued by the Partnership as follows:  335,753
Common  Units of Limited  Partner  Interest to The Nardi  Group,  L.L.C.,  4,289
Common Units of Limited Partner Interest to James M. Kane and 4,289 Common Units
of Limited  Partner  Interest to Gloria I. Kane pursuant to Section 4.3.C of the
Limited  Partnership   Agreement,   and  which  are  evidenced  by  Common  Unit
Certificate Nos. 77, 78 and 79 of the Partnership.

     (b) Each of the Common  Units of  Limited  Partner  Interest  issued to The
Nardi Group, L.L.C., James M. Kane and Gloria I. Kane pursuant to this Section 2
shall have the same terms and provisions as the Common Units of Limited  Partner
Interest issued by the Partnership on November 17, 1997 except that the Exchange
Rights relating thereto may be exercised only after the first (1st)  anniversary
of their issuance (as opposed to November 17, 1998).

     Section 2.  Amendment  of Exhibit A to the Limited  Partnership  Agreement.
Exhibit A to the Limited Partnership Agreement is hereby amended and restated to
reflect the  aforementioned  change(s) by deleting Exhibit A attached thereto in
its entirety, and by attaching in lieu thereof a replacement exhibit in the form
of  Exhibit  A  attached  hereto.  From  and  after  the  effectiveness  of this
Amendment,  the amended and restated Exhibit A attached hereto shall be the only
Exhibit A to the Limited Partnership Agreement, unless and until it is hereafter
further amended.

      Section 3.  Reference to and Effect on the Limited Partnership Agreement.

     A. The Limited Partnership  Agreement is hereby deemed to be amended to the
extent necessary to effect the matters contemplated by this Amendment. Except as
specifically provided for hereinabove, the provisions of the Limited Partnership
Agreement shall remain in full force and effect.

     B. The execution,  delivery and  effectiveness  of this Amendment shall not
operate (i) as a waiver of any  provision,  right or  obligation of the Managing
General  Partner,  the other  General  Partner or any Limited  Partner under the
Limited Partnership Agreement except as specifically set forth herein or (ii) as
a waiver or consent to any subsequent action or transaction.

     Section 4.  Applicable Law. This Amendment shall be construed in accordance
with and  governed by the laws of the State of Delaware,  without  regard to the
principles of conflicts of law.

                                  [signature page follows]





                 AMENDMENT NO. 41 TO AMENDED AND RESTATED  AGREEMENT OF LIMITED
                 PARTNERSHIP OF PRIME GROUP REALTY, L.P.

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

                                    MANAGING GENERAL PARTNER:
                                    ------------------------

                                    PRIME GROUP REALTY TRUST, a
                                    Maryland real estate investment trust


                                    By:  /s/Jeffrey  A. Patterson
                                    -----------------------------
                                    Name: Jeffrey A. Patterson
                                    Title: Co-President


                                    LIMITED PARTNERS:
                                    ----------------

                                    Each Limited Partner hereby executes
                                    this Amendment to the Limited
                                    Partnership Agreement.


                                    By:   PRIME GROUP REALTY TRUST, a
                                          Maryland real estate investment
                                          trust, as attorney-in fact


                                          By:  /s/ Jeffrey A. Patterson
                                               ------------------------

                                          Name: Jeffrey A. Patterson
                                          Title:Co-President





As to Section 1 hereof,

ACKNOWLEDGED AND AGREED


THE NARDI GROUP, L.L.C.

      By:  /s/ Stephen J. Nardi
      -------------------------

      Name:  Stephen J. Nardi
      -----------------------

      Title: President
      ----------------



/s/ James M. Kane
-----------------
James M. Kane





/s/ Gloria I. Kane
------------------
Gloria I. Kane



                                 AMENDMENT 41a

                                   EXHIBIT A*

                    Partners, Number of Units and Capital Contributions

                                            Number of             Capital
Managing General Partner                   Common Units        Contribution

Prime Group Realty Trust                    15,703,158             **
      77 West Wacker Drive
      Suite 3900
      Chicago, IL  60601
      Attn:  Richard S. Curto
             James F. Hoffman

Limited Partners

The Nardi Group, L.L.C.                     1,815,187           $29,747,057
      c/o Stephen J. Nardi
      77 W. Wacker Drive
      Suite 3900
      Chicago, IL 60601


Narco Enterprises, LLC
      c/o Stephen J. Nardi                   136,459            $1,798,607
      77 W. Wacker Drive
      Suite 3900
      Chicago, IL 60601

Edward S. Hadesman
Trust Dated May 22, 1992                     398,427            $7,968,540
      c/o Edward S. Hadesman
      2500 North Lakeview
      Unit 1401
      Chicago, IL  60614

                                            Number of             Capital
Limited Partners                           Common Units        Contribution

Carolyn B. Hadesman                           54,544               $1,090,880
Trust Dated May 21, 1992
      c/o Edward S. Hadesman
      2500 North Lakeview
      Unit 1401
      Chicago, IL  60614

Lisa Hadesman 1991 Trust                     169,053               $3,381,060
      c/o Edward S. Hadesman
      2500 North Lakeview
      Unit 1401
      Chicago, IL  60614

Cynthia Hadesman 1991 Trust                  169,053               $3,381,060
      c/o Edward S. Hadesman
      2500 North Lakeview
      Unit 1401
      Chicago, IL  60614

Frances S. Shubert                            36,006               $720,120
      2549 Greenville Way
      Henderson, NE  89052

Sky Harbor Associates                         62,149               $1,242,980
      c/o Howard I. Bernstein
      6541 North Kilbourn
      Lincolnwood, IL  60646

Jeffrey A. Patterson                         110,000               $2,200,000
      c/o Prime Group Realty Trust
      77 West Wacker Drive
      Suite 3900
      Chicago, IL  60601

                                            Number of             Capital
Limited Partners                           Common Units        Contribution

Primestone Investment Partners, L.P.        7,944,893              **
      c/o The Prime Group, Inc.
      77 West Wacker Drive
      Suite 4200
      Chicago, IL  60601
      Attn:  Paul A. Roehri

Prime Group VI, L.P.                          47,525               $950,500
      c/o The Prime Group, Inc.
      77 West Wacker Drive
      Suite 4200
      Chicago, IL  60601
      Attn:  Michael W. Reshcke
             Robert J. Rudnik

Ray R. Grinvalds                              2,608                $52,160
      714 Blaine Court
      Apt. 1606
      Schaumburg, IL 60173

Sandra F. Grinvalds                           2,608                $52,160
      217 Deer Valley Dr.
      Barrington, IL 60010

Warren H. John, as Trustee of the             37,259               $745,180
Warren H. John Trust dated December
18, 1998
      1030 N. State Street
      #50E
      Chicago, IL  60610



James M. Kane                                31,568                $428,343
Connemara Farm
61 E. Palatine Road
South Barrington, IL 60010

Gloria I. Kane                               13,568                $428,343
Connemara Farm
61 E. Palatine Road
South Barrington, IL 60010




                                            Number of             Capital
Managing General Partner                 Preferred Units       Contribution

Prime Group Realty Trust             2,000,000                     **/
                                                                   --
      77 West Wacker Drive           Convertible Preferred
      Suite 3900                     Units
      Chicago, IL  60601
      Attn: Richard S. Curto
            James F. Hoffman

Prime Group Realty Trust             4,000,000                     **/
                                                                   --
      77 West Wacker Drive           Series B Preferred
      Suite 3900                     Units
      Chicago, IL  60601
      Attn: Richard S. Curto
            James F. Hoffman






--------
 * As amended by Amendment No. 41 to the Amended and Restated Agreement of
   Limited Partnership of Prime Group Realty, L.P.

** This amount shall be inserted by the Managing General  Partner.