AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT





     This AMENDMENT NO. 1, dated as of September 6, 2000 ("Amendment No. 1"), to

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

that certain Purchase and Sale Agreement, dated as of July 10, 2000 (the

"Purchase and Sale Agreement"), by and among BRE Properties, Inc., a Maryland

corporation ("BRE"), BRE Property Investors LLC, a Delaware limited liability

              ---

company ("DownREIT", and together with BRE, "Sellers") and G&I III Residential

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

One LLC, a Delaware limited liability company ("Purchaser").  Capitalized terms

                                                ---------

used but not otherwise defined herein shall have the meanings assigned to them

in the Purchase and Sale Agreement.



                                  WITNESSETH:

                                  ----------



     WHEREAS, Sellers and Purchaser have entered into the Purchase and Sale

Agreement; and



     WHEREAS, Sellers and Purchaser now desire to amend the Purchase and Sale

Agreement as provided herein.



     NOW, THEREFORE, in consideration of the foregoing and other good and

valuable consideration, the receipt and adequacy of which are hereby

acknowledged, and intending to be legally bound hereby, the parties hereto agree

to amend the Purchase and Sale Agreement as follows:



     1.   Section 1.1(d) is hereby amended by deleting such Section 1.1(d) in

its entirety and adding, in lieu thereof, a new Section 1.1(d) to read as

follows:



     (d)  Purchase Price: $280,000,000, of which $261,000,000 will be due at the

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

                          First Closing (the "First Closing Purchase Price"),

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

                          and $19,000,000 will be due at the Second Closing (the

                          "Second Closing Purchase Price").

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



     2.   Section 1.1(f) is hereby amended by deleting such Section 1.1(f) in

its entirety and adding, in lieu thereof, a new Section 1.1(f) to read as

follows:



     (f)  Deposit:        Cash in the amount of $1,500,000, all of which has

          -------         been released to BRE, comprised of $1,300,000 (the

                          "First Closing Deposit") and $200,000 (the "Second

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

                          Closing Deposit").

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

{PAGE}



     3.   Section 1.1(g) is hereby amended by deleting such Section 1.1(g) in

its entirety and adding, in lieu thereof, a new Section 1.1(g) to read as

follows:



     (g)  Closing Dates:  First Closing Date:  September 13, 2000.  Second

          -------------   Closing Date: As soon as practicable after all

                          required HUD loan assumption approvals for Hacienda

                          Del Rio Apartments and Fountain Plaza Apartments are

                          obtained, but not later than October 25, 2000 unless

                          the parties hereto mutually agree to extend such date

                          as needed.



     4.   Section 1.1(h) is hereby amended by deleting such Section 1.1(h) in

its entirety and adding, in lieu thereof, a new Section 1.1(h) to read as

follows:



     (h)  Termination:    Except as may be required in order to enable Purchaser

          -----------     to enforce its right to specific performance pursuant

                          to Section 8.2 of this Agreement, this Agreement will

                          automatically terminate (1) as to all the Properties,

                          if the First Closing shall not have occurred by 5:00

                          p.m. Eastern Time on September 13, 2000, and (2) as to

                          the Second Closing Properties, if the Second Closing

                          shall not have occurred by 5:00 p.m. Eastern Time on

                          October 25, 2000.



     5.   Section 1.1 is amended by the insertion of a new Section 1.1(j), such

Section 1.1(j) to read as follows:



     (j)  Properties:     The First Closing Properties, listed on Exhibit B-1

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

                          hereto, to be sold in the First Closing. The Second

                          Closing Properties, listed on Exhibit B-2 hereto, to

                                                        -----------

                          be sold in the Second Closing.



     6.   Section 1.3 is hereby amended by deleting such Section 1.3 in its

entirety and adding, in lieu thereof, a new Section 1.3 to read as follows:

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