ARTICLES OF INCORPORATION

                                       OF

                             CEDAR INCOME FUND, LTD.



                             ----------------------



                  I, THE UNDERSIGNED, JAMES T. CUNNINGHAM, whose post-office

address is c/o Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New

York 10038, being at least eighteen years of age, do hereby form a corporation,

under and by virtue of the General Laws of the State of Maryland authorizing the

formation of corporations.



                                    ARTICLE I



                                      Name



                  The name of the Corporation shall be Cedar Income Fund, Ltd.

(the "Corporation").



                                   ARTICLE II



                  Principal Office, Registered Office and Agent



                  The address of the Corporation's principal office in Maryland

is c/o The Corporation Trust, Incorporated, 300 East Lombard Street, Baltimore,

Maryland 21202. The address of the Corporation's principal office and registered

office in the State of Maryland is 300 East Lombard Street, Baltimore, Maryland

21202. The name of its registered agent at that office is The Corporation Trust,

Incorporated, a Maryland corporation.



                                   ARTICLE III



                                    Purposes



                  The purpose of the Corporation is to engage in any lawful act

or activity for which corporations may be organized under the General

Corporation Law of Maryland as now or hereafter in force.



                                   ARTICLE IV



                                  Capital Stock



         A. Authorized Shares. The total number of shares of all classes of

capital stock that the Corporation shall have authority to issue is 55 million

shares, consisting of 50 million shares of Common Stock with a par value of $.01

per share (the "Common Stock"), amounting in the aggregate to par value of

$500,000, and 5 million shares of Preferred Stock with a par value of $.01 per

share (the "Preferred Stock"), amounting in the aggregate to par value of

$50,000.

{PAGE}

         B.       Common Stock



                  1. Dividend Rights. Subject to the preferential dividend

rights of the Preferred Stock, if any, as may be determined by the Board of

Directors of the Corporation pursuant to paragraph C of this Article IV, Holders

(as defined below) shall be entitled to receive such dividends as may be

declared by the Board of Directors of the Corporation. Upon the declaration of

dividends hereunder, Holders shall be entitled to share in all such dividends,

pro rata, in accordance with the relative number of shares of Common Stock held

by each such Holder.



                  2. Rights Upon Liquidation. Subject to the preferential rights

of the Preferred Stock, if any, as may be determined by the Board of Directors

of the Corporation pursuant to paragraph C of this Article IV, in the event of

any voluntary or involuntary liquidation, dissolution or winding up of, or any

distribution of the assets of, the Corporation, each Holder shall be entitled to

receive, ratably with each other Holder, that portion of the assets of the

Corporation available for distribution to its stockholders as the number of

shares of the Common Stock held by such Holder bears to the total number of

shares of Common Stock then outstanding.



                  3. Voting Rights. Each Holder shall be entitled to vote on all

matters (on which a holder of Common Stock shall be entitled to vote), and shall

be entitled to one vote for each share of the Common Stock held by such Holder.



                  4. Restrictions on Ownership and Transfer to Preserve Tax

Benefit.



                     (a)  Definitions



For the purposes of this Article IV, the following terms shall have the

following meanings:



                  "Act" shall mean the General Corporation Law of Maryland.



                  "Beneficial Ownership" shall mean ownership of Common Stock by

         a Person who would be treated as an owner of such shares of Common

         Stock either directly or constructively through the application of

         Section 544 of the Code, as modified by Section 856(h) of the Code. The

         terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned"

         shall have the correlative meanings.



                  "Charitable Trust" shall mean the trust created pursuant to

         subparagraph B(4)(c)(i) of this Article IV.



                  "Code" shall mean the Internal Revenue Code of 1986, as

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