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                                                                    Exhibit 3(h)

                                SECOND AMENDMENT
                                       TO
                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                     CRIIMI MAE SERVICES LIMITED PARTNERSHIP

         The Second Amendment to the Limited Partnership Agreement of CRIIMI MAE
Services Limited Partnership is made and entered into as of January 2, 1997, by
and among CRIIMI MAE Management, Inc., a Maryland corporation (the "General
Partner"), and CRIIMI MAE Services, Inc., a Maryland corporation (the "Limited
Partner").

         WHEREAS, on March 14, 1995, the General Partner executed a Certificate
of Limited Partnership (the "Certificate") for the formation of CRIIMI MAE
Services Limited Partnership (the "Partnership") pursuant to terms of the
Maryland Revised Uniform Limited Partnership Act, as amended (the "Act"), which
certificate was subsequently filed with the Maryland State Department of
Assessments and Taxation (the "State") on March 17, 1995; and

         WHEREAS, as of June 1, 1995, the General Partner and the Limited
Partner executed an Agreement of Limited Partnership (the "Original Agreement")
of the Partnership; and

         WHEREAS, the parties hereto now desire to enter into this First
Amendment to Limited Partnership Agreement of the Partnership to make certain
changes to the terms of the Original Agreement.

         NOW, THEREFORE, in consideration of the foregoing, of mutual promises
of the parties hereto and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree to
amend the terms of the Original Agreement as follows:

         1.       Paragraph 6.1 is amended to add subparagraph (c) as follows:

                  (c) The Partnership shall have the right and is authorized to
                  employ persons as its employees and to retain third parties to
                  carry out the purposes and business of the Partnership in
                  accordance with this Agreement, including, but not limited to,
                  the purposes enumerated in Paragraph 2.3(a) and (b) above.
                  Such employees shall be deemed employees of the Partnership
                  and not employees of the General Partner.

         2. Paragraph 6.4 is amended to add the following sentence after the
caption "Partnership Expenses."

                  Any and all expenses associated with the employment of the
                  employees of the Partnership, including but not limited to,
                  salary and benefits, shall constitute Operating Expenses.
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         3. Except as amended hereby, all of the provisions of Original
Agreement shall remain in full force and effect.

         4. Capitalized terms used here and not defined shall have the meanings
ascribed to such terms in the Original Agreement.

         IN WITNESS WHEREOF, the parties have affixed their signatures and seals
to this Second Amendment to Limited Partnership Agreement of CRIIMI MAE Services
Limited Partnership as of the date first written above.

                           GENERAL PARTNER

                           CRIIMI MAE MANAGEMENT, INC.


                           By:      /s/ H. William Willoughby
                                    ---------------------------
                                    H. William Willoughby
                                    President

                           LIMITED PARTNER

                           CRIIMI MAE SERVICES, INC.


                           By:      /s/ William B. Dockser
                                    ---------------------------
                                    William B. Dockser
                                    Chairman of the Board