BY-LAWS



                                     OF



                   JONES LANG LASALLE INTERNATIONAL, INC.







                                 ARTICLE I

                                  OFFICES



        Section 1.1    The registered office of the Corporation shall be in

 the City of Wilmington, County of New Castle, State of Delaware.  The

 Corporation may also have offices at such other places both within and

 without the State of Delaware as the Board of Directors may from time to

 time determine or the business of the Corporation may require.





                                 ARTICLE II

                                STOCKHOLDERS



        Section 2.1    Time and Place of Meetings.  All meetings of the

 stockholders for the election of directors or for any other purpose shall

 be held at such time and place,, within or without the State of Delaware,

 as shall be designated by the Board of Directors. In the absence of any

 such designation by the Board of Directors, each such meeting shall be held

 at the principal office of the Corporation.



        Section 2.2    Annual Meetings.  An annual meeting of stockholders

 shall be held for the purpose of electing Directors and transacting such

 other business as may properly be brought before the meeting. The date of

 the annual meeting shall be determined by the Board of Directors.



        Section 2.3    Special Meetings.  Special meetings of the

 stockholders, for any purpose or purposes, unless otherwise prescribed by

 law, may be called by the President and shall be called by the Secretary at

 the direction of a majority of the Board of Directors, or at the request in

 writing of stockholders owning a majority in amount of the entire capital

 stock of the Corporation issued and outstanding and entitled to vote.





        Section 2.4    Notice of Meetings.  Written notice of each meeting

 of the stockholders stating the place, date and time of the meeting shall

 be given not less than ten nor more than sixty days before the date of the

 meeting, to each stockholder entitled to vote at such meeting.  The notice

 of any special meeting of stockholders shall state the purpose or purposes

 for which the meeting is called.



        Section 2.5    Quorum.  The holders of a majority of the stock

 issued and outstanding and entitled to vote thereat, present in person or

 represented by proxy, shall constitute a quorum at all meetings of the

 stockholders for the transaction of business, except as otherwise provided

 by law.  If a quorum is not present or represented, the holders of the

 stock present in person or represented by proxy at the meeting and entitled

 to vote thereat shall have power, by the affirmative vote of the holders of

 a majority of such stock, to adjourn the meeting to another time and/or

 place, without notice other than announcement at the meeting, until a

 quorum shall be presented or represented. At such adjourned meeting, at

 which a quorum shall be present or represented, any business may be



 transacted which might have been transacted at the original meeting. If the

 adjournment is for more than thirty days, or if after the adjournment a new

 record date is fixed for the adjourned meeting, a notice of the adjourned

 meeting shall be given to each stockholder of record entitled to vote at

 the meeting.



        Section 2.6    Voting.  At all meetings of the stockholders, each

 stockholder shall be entitled to vote, in person or by proxy, the shares of

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