EXHIBIT 3.2(B)
                            AMENDMENT TO THE BY-LAWS
                                OF GTJ REIT, INC.


     1. Article 3 of the By-Laws of GTJ REIT, Inc. (the "Corporation") is hereby
amended to include a new Section 3.19 to read as follows:

          Section  3.19  Nomination  of  Directors.  The Board of Directors at a
          special or regular  meeting  shall be entitled to nominate one or more
          persons to act as a director  or  directors  of the  corporation  with
          respect to any directorship or directorships  the term of which has or
          have  expired or will  expire.  Such  nominee or  nominees  may in the
          discretion of the Board be the person or persons who held or hold such
          directorship or directorships.

     2. Except as herein amended,  the By-Laws of the Corporation remain in full
force and effect.

                                                   /s/ Douglas A. Cooper
                                                --------------------------------
                                                Douglas A. Cooper
                                                Secretary