EXHIBIT 4(mm)

    Sixth Amendment to the Amended and Restated Credit Agreement among CRIIMI
  MAE Inc. and Signet Bank/Virginia and the First Amendment to the Amended and
                   Restated Collateral Pledge Agreement


March 31, 1995



Signet Bank/Virginia
8330 Boone Boulevard
Vienna, Virginia  22182-2632

     Re:  Sixth Amendment to Credit Agreement and
          First Amendment to Pledge Agreement

Ladies and Gentlemen:

Reference is made to the (i) Amended and Restated Credit Agreement dated as of
December 22, 1992, as amended by the First Amendment thereto dated April 29,
1993, the Second Amendment thereto dated June 30, 1993, the Third Amendment
thereto dated September 14, 1993, the Fourth Amendment thereto dated April 28,
1994 and the Fifth Amendment thereto dated December 9, 1994 (the "Credit
Agreement") among CRIIMI MAE Inc. (the "Borrower"), Signet Bank/Virginia, as the
Bank party thereto (the "Bank") and Signet Bank/Virginia, as Agent (the "Agent")
and (ii) Amended and Restated Collateral Pledge Agreement dated as of December
31, 1991 and amended and restated as of December 29, 1992 (the "Pledge
Agreement").  Except as otherwise provided, capitalized terms used herein and
not defined shall have the meanings set forth in the Credit Agreement and the
Pledge Agreement.

The Borrower has requested that (i) the Credit Agreement be amended as follows: 
(a) that the definition of "Euro-Dollar Margin", which is contained in Section
2.05(a) of the Credit Agreement, be changed to three-fourths of one percent; (b)
that the definition of "A Loan Maturity Date", which is contained in Section
1.01 of the Credit Agreement, be changed to April 1, 1997; (c) that the
definition of  "Euro-Dollar Interest Period", which is contained in Section 1.01
of the Credit Agreement, be revised to allow alternative Euro-Dollar Interest
Periods; (d) that the definition of "Termination Date", which is contained in
Section 1.01 of the Credit Agreement, be changed to April 1, 1997; (e) that the
required quarterly principal payments as reflected in Section 2.03(a) of the
Credit Agreement be adjusted; (f) that Section 5.01(f) of the Credit Agreement
be amended to eliminate the necessity for an accountant's statement pursuant
thereto in certain cases; (g) that Section 5.05(f) of the Credit agreement be
amended to increase the maximum amount of debt allowable and to allow for Debt
for the financing of mortgage investments; and  that the Credit Agreement be
amended in certain other respects as set forth herein; (ii) the Pledge Agreement
be amended to reflect certain adjustments in the collateral requirements
contained in Sections 3.09, 3.10 and 3.11 of the Pledge Agreement; and (iii) the
A Loan Note be amended and restated to reflect the new A Loan Maturity Date. 
The Bank and the Agent are willing to agree to such requests, subject to the
terms and conditions contained herein.

Accordingly, upon the acceptance of this Sixth Amendment to the Credit Agreement
and First Amendment to the Pledge Agreement by the Bank and the Agent in the
space provided for that purpose below, the parties hereto agree as follows:

I.   Amendments to the Credit Agreement.

     A.   The definition of "Euro-Dollar Margin", which is contained in Section
          2.05(a) of the Credit Agreement, is hereby amended to read as follows:

II.  "Euro-Dollar Margin" means three-fourths of one percent (.75%).

     A.   The definition of "A Loan Maturity Date," which is contained in
          Section 1.01 of the Credit Agreement, is hereby amended to read as
          follows:<PAGE>
III. "A Loan Maturity Date" means April 1, 1997.

     A.   The definition of "Termination Date," which is contained in Section
          1.01 of the Credit Agreement, is hereby amended to read as follows:

IV.  "Termination Date" means April 1, 1997.

     A.   The first clause of the definition of "Euro-Dollar Interest Period",
          which is contained in Section 1.01 of the Credit Agreement, is hereby
          amended to read as follows:

V.   "Euro-Dollar Interest Period" means: with respect to each Euro-Dollar Loan,
     the period commencing on the date that such Loan is made or continued and
     ending one, two or three months thereafter, as the Company may select as
     provided in Section 2.04(a) hereof, with any subsequent Euro-Dollar
     Interest Period commencing on the last day of the immediately preceding
     Euro-Dollar Interest Period and ending one, two or three months thereafter
     as selected by the Company in Section 2.04 hereof; provided that 

     A.   Section 2.03(a) of the Credit Agreement is hereby amended in its
          entirety to read as follows:

SECTION 2.03   Notes.

(a)  The A Loans of each Bank are evidenced by the A Loan Notes.  The B Loans of
     each Bank shall be evidenced by a single B Loan Note payable to the order
     of such Bank for the account of the Applicable Lending Office in an amount
     equal to the aggregate outstanding principal amount of such Bank's B Loans.
     The aggregate outstanding principal amount of the A Loans shall be payable
     in eight (8) consecutive quarterly installments as follows: one million six
     hundred fourteen thousand six hundred ten and no/l00 ($1,614,610.00)
     Dollars, payable to the Bank, to be applied to the Bank's A Loan
     Commitment, subject to the provisions of Section 2.08 hereof, on the first
     Domestic Business Day of each July, October, January and April, beginning
     on the first Domestic Business Day of July, 1995, until the A Loans are
     fully paid.  The aggregate outstanding principal amount of the B Loans
     shall be fully paid on the last day of the Euro-Dollar Interest Period
     ending in March, 1995.  Notwithstanding any other provision of this Section
     2.03(a), (i) for so long as the Loans are outstanding as Daily Federal
     Funds Loans, Term Funds Loans or Prime Rate Loans pursuant to Article VIII,
     such principal payments shall be payable on the first Domestic Business Day
     of each January, April, July and October occurring after the date of the
     conversion to Daily Federal Funds Loans, Term Federal Funds Loans or Prime
     Rate Loans and (ii) the final payment of both principal and interest, if
     not sooner paid, shall be due (x) with respect to the A Loans, on the A
     Loan Maturity Date and (y) with respect to the B Loans, on the B Loan
     Maturity Date.

     Section 2.04(a) of the Credit Agreement is hereby amended in its entirety
     to read as follows:

     (a)  Provided that no Event of Default has occurred and is continuing, and
     except as provided in Article VIII, the Loans shall be continued as Euro-
     Dollar Loans from any current Interest Period into each subsequent Interest
     Period, provided that prior to the termination of each Euro-Dollar Interest
     Period with respect to each Euro-Dollar Loan, Borrower shall give written
     notice (a "Rollover Notice") to the Banks of the Euro-Dollar Interest
     Period which shall be applicable to such portion of the Loan which remains
     outstanding upon the expiration of such Euro-Dollar Interest Period.  Such
     Rollover Notice shall be given to the Banks at least three Euro-Dollar
     Business Days prior to the termination of such Euro-Dollar Interest Period.
     Each Rollover Notice shall be irrevocable and effective upon notification
     thereof to the Banks.  If the required Rollover Notice shall not have been
     timely received by the Banks in accordance with this Section 2.04(a) prior
     to the expiration of the then relevant Euro-Dollar Interest Period in
     effect when such notice was required to be given, Borrower shall be deemed 
     to have selected a Euro-Dollar Interest Period of three months to be
     applicable to such portion of the Loan upon expiration of such Euro-Dollar
     Interest Period and to have given the Banks notice of such selection.

     Section 2.10 of the Credit Agreement is hereby amended in its entirety to
     read as follows:

     SECTION 2.10  Funding Losses.  If (i) the Borrower makes any payment of
     principal with respect to any Fixed Rate Loan (pursuant to Section 2.08,
     Article VI or VIII or otherwise) on any day other than the last day of the
     Interest Period applicable thereto, (ii) the Borrower fails to borrow the B
     Loans in accordance with a Notice of Borrowing delivered to the Agent
     pursuant to Section 2.02, (iii) the Banks, upon the request of the
     Borrower, agree not to continue or convert the Loans in accordance with a
     Notice of Conversion/Continuation delivered to the Banks pursuant to
     Section 2.04(b), or (iv) the Borrower fails to prepay the Loans in
     accordance with any notice of prepayment delivered to the Banks pursuant to
     Section 2.08(a), the Borrower shall reimburse each Bank within 15 days
     after demand for any resulting loss or expense incurred by it (or by a
     Participant in the Loan so paid or not borrowed or continued), including
     (without limitation) any loss incurred in obtaining, liquidating or
     employing deposits from third parties for the period after any such payment
     or failure to borrow or continue, provided that such Banks shall have
     delivered to the borrower a certificate as to the amount of such loss or
     expense, which certificate shall be conclusive in the absence of manifest
     error.  The Banks will act in good faith and in a commercially reasonable
     manner to mitigate any such loss or expense.  Notwithstanding any provision
     to the contrary contained herein, the Borrower shall not be required to
     reimburse the Banks for any resulting loss or expense incurred pursuant to
     this Section 2.10 for (i) regularly scheduled principal payments made
     pursuant to Section 2.03 hereof that are made on the first Domestic
     Business Day of each July, October, January and April and (ii) optional
     prepayments made pursuant to Section 2.08 hereof that are made on the first
     Domestic Business Day of each July, October, January and April.

     Section 5.01(f) of the Credit Agreement is hereby amended in its entirety
     to read as follows:

     Simultaneously with the delivery of each set of financial statements
     referred to in clause (a) above, a statement of the firm of independent
     public accountants which reported on such statements whether anything has
     come to their attention to cause them to believe that any Default existed
     during the period covered by such financial statements or existed on the
     date of such statements; provided, however, that if such independent public
     accountants shall deliver an unqualified opinion with each set of financial
     statements referred to in clause (a) above, the statement referred to in
     this clause (f) shall not be required.

     Section 5.05(a)(iii) of the Credit Agreement is hereby amended to read as
     follows:
     (iii) (A) Debt of the Borrower under the CIBC Credit Agreement, (B) Debt of
     the Borrower under (x) the Nomura Credit Facilities, as defined in the
     Third Amendment to the Credit Agreement dated September 14, 1993 and (y)
     the Committed Master Repurchase Agreement Governing Purchases and Sales of
     Participation Certificates and the Committed Master Repurchase Agreement,
     each as amended from time to time, each dated as of November 30, 1993 and
     each attached as Exhibit A to the Fourth Amendment to the Credit Agreement
     dated April 28, 1994 (jointly, the "Additional Nomura Credit Facility") and
     (C) other Debt of the Borrower on terms and conditions similar to those
     applicable to the Debt described in clauses (A) and (B) of this subsection;
     provided, that the aggregate amount of all such Debt permitted under this
     subsection (a)(iii) shall at no time exceed $700,000,000; 

     Section 5.05(a) of the Credit Agreement is hereby amended, by adding the
     following subparagraph (ix) at the end thereof: 

     (ix) Debt of the Borrower for the financing of mortgage investments (other
     than Collateral) up to a maximum aggregate amount of Debt for such purpose
     of $100,000,000.

     Section 5.08 of the Credit Agreement is hereby amended to read as follows:

     Section 5.08   Interest Rate Protection Agreements.  The Borrower shall
     enter into and cause to remain in  effect one or more Interest Rate
     Protection Agreements satisfying each of the following conditions:

     (a)  the Interest Rate Protection Agreements shall be in form and substance
          and in a notional principal amount satisfactory to the Borrower and
          the Required Banks;

     (b)  the Borrower shall have in place Interest Rate Protection Agreements,
          or other interest rate hedging instruments acceptable to the Bank such
          that the notional aggregate principal amount is at least equal to
          seventy-five (75%) percent of the aggregate Floating Rate Debt of the
          Borrower, whereby "Floating Rate Debt" is defined as any debt which
          has interest payments calculated on other than a fixed interest rate
          basis;

     (c)  the Interest Rate Protection Agreements shall provide that the
          Borrower's payment amount, if any, be calculated on the basis of a
          fixed rate of interest on the notional principal amount thereof;

     (d)  the counterparty to the Interest Rate Protection Agreements shall be a
          Bank or a financial institution whose long-term debt is rated "A-" or
          better by Standard & Poor's or "A3" or better by Moody's; and

     (e)  if the counterparty to an Interest Rate Protection Agreement is a
          Bank, the Borrower's obligations under any such Interest Rate
          Protection Agreement shall be secured by the pledge of Eligible
          collateral in amounts and on terms and conditions reasonably
          satisfactory to such Bank.

I.   Amendments to the Pledge Agreement.

     A.   Section 3.09(a) of the Pledge Agreement is hereby amended in its
          entirety to read as follows: 

          (a)  The Aggregate Fair Market Value of the Initial Collateral with
     respect to the A Loans will be at least equal to 175 percent of the
     aggregate principal amount of the A Loans made by the Banks on the related
     Funding Date.  The Aggregate Fair Market Value of the Initial Collateral
     with respect to the B Loans will be at least equal to the excess of (i) 175
     percent of the sum of (A) the aggregate amount of the B Loan Commitments of
     the Banks and (B) the aggregate principal amount of the A Loans outstanding
     on the Funding Date for the B Loans over (ii) the Aggregate Fair Market
     Value of Eligible Collateral subject to the Lien of this Agreement on such
     Funding Date (before giving effect to the addition of such Initial
     Collateral).  After the first Funding Date, in the event that the Aggregate
     Fair Market Value shown on any Certificate of Collateral Value delivered to
     the Banks pursuant to Section 3.08(b) or, subject to the procedures for
     review and reconciliation set forth in Section 3.08, on any Letter
     Reviewing the Collateral Calculation delivered to the Banks and the
     Collateral Agent pursuant to Section 3.08(c) as of the Valuation Date of
     such Certificate or Letter is less than 150 percent of the aggregate
     principal amount of the Loans outstanding on the date thereof, the
     Borrower, (i) within ten Domestic Business Days after delivery to the Banks
     and the Collateral Agent of such Certificate of Collateral Value or Letter
     Reviewing Collateral Calculation, as the case may be, shall, unless
     otherwise cured as a result of an increase in the Aggregate Fair Market
     Value of the Collateral, prepay Loans or deliver to the Collateral Agent
     sufficient Eligible Collateral, so that the Aggregate Fair Market Value of
     Eligible Collateral subject to the Lien of this Agreement shall be at least
     equal to 160 percent of the aggregate principal amount of the Loans
     outstanding on such day and (ii) within ten Domestic Business Days after
     delivery to the Banks and the Collateral Agent of the Certificate of
     Collateral Value as described in (i) above or letter reviewing Collateral
     Calculation, as the case may be, shall, unless otherwise cured as a result
     of an increase in the Aggregate Fair Market Value of the Collateral, prepay
     Loans or deliver to the Collateral Agent sufficient Eligible Collateral, so
     that the Aggregate Fair Market Value of Eligible Collateral subject to the
     Lien of this Agreement shall be at least equal to 175 percent of the
     aggregate principal amount of the Loans outstanding on such day.  If
     additional Eligible Collateral is delivered by the Borrower in satisfaction
     of the provisions of this Section 3.09, such Eligible Collateral shall be
     delivered to the Collateral Agent, in the manner provided under
     Sections 2.01 and 2.02 for Collateral of such type, together with (a) a
     supplementary Certificate of Collateral Value dated the date of the
     delivery of the Eligible Collateral (which date shall be the Valuation Date
     for such Certificate) describing the additional Eligible Collateral and
     showing that the Aggregate Fair Market Value of the Eligible Collateral as
     of the date of such Certificate, and giving effect to the prepayment of
     Loans and delivery of the additional Eligible Collateral hereunder, equals
     or exceeds the amounts required hereunder, (b) an Assurance Letter of the
     Borrower in the form set forth in Exhibit C with respect to such additional
     Eligible Collateral, (c) a receipt of the Collateral Agent in the form of
     Exhibit D with respect to such additional Eligible Collateral delivered as
     required by Section 2.03, and (d) if requested by the Banks, an Opinion of
     Counsel, in form and substance satisfactory to the Banks, relating to the
     perfection and, with respect to any Collateral issued in registered form
     and evidenced by a certificate, including Liquidating REIT Stock, priority
     of the Lien hereof with respect to such additional Eligible Collateral. 

     B.   Section 3.10(a) of the Pledge Agreement is hereby amended in its
          entirety to read as follows:

          a.   In the event that the Aggregate Fair Market Value of Eligible
               Collateral subject to the Lien of this Agreement is equal to or
               greater than 185 percent of the aggregate principal amount of the
               Loans outstanding, the Borrower may furnish to the Banks and the
               Collateral Agent an Officer's Certificate requesting the release
               of cash or Permitted Investments constituting all or a portion of
               the Eligible Collateral or the reassignment to the Borrower of
               any other Collateral, which Officer's Certificate shall state the
               date (the "Removal Date") of the proposed release and/or
               reassignment (which shall not be earlier than five Domestic
               Business Days after delivery of such Officer's Certificate and
               shall be the first Domestic Business Day of January, April, July
               or October) and shall set forth facts showing that the release
               and/or reassignment is authorized by this Section 3.10.  On the
               Removal Date, the Borrower shall deliver, or cause to be
               delivered, to the Banks and the Collateral Agent a Certificate of
               Collateral Value (separately describing and valuing the cash and
               Permitted Investments to be released and the other Collateral to
               be reassigned and dated, and containing valuations as of, the
               Removal Date) which shows that the Aggregate Fair Market Value of
               Eligible Collateral subject to the Lien of this Agreement is
               equal to or greater than 185 percent of the aggregate principal
               amount of Loans outstanding and, if the Collateral to be removed
               were not included in the Collateral, the Aggregate Fair Market
               Value of Eligible Collateral as of the Removal Date then
               remaining subject to the Lien of this Agreement would
               nevertheless be equal to or greater than 175 percent.  Promptly
               after receipt of such Certificate of Collateral Value, the Agent
               shall, or shall direct the Collateral Agent to, promptly release
               and/or reassign and deliver, without recourse, representation or
               warranty of any kind, the cash, Permitted Investments or other
               Collateral specified in such Officer's Certificate to the
               Borrower (or as the Borrower directs) and the Banks and the 
               Collateral Agent shall promptly execute and deliver to the
               Borrower such instruments of transfer, assignment, release,
               discharge, termination and satisfaction and evidence of such
               release and delivery, without recourse, representation or
               warranty of any kind, in such forms as the Borrower may
               reasonably request to remove from the Lien of this Agreement such
               Collateral, to vest in the Borrower such Collateral and to
               evidence properly such action.  It is understood that the
               Borrower may exercise its rights under and subject to the
               conditions of this Section 3.10 to recover sole possession of
               Collateral, including, without limitation, that resulting from
               changes in the Aggregate Fair Market Value of Eligible Collateral
               subject to the Lien of this Agreement. 

     C.   Section 3.11(a) of the Pledge Agreement is hereby amended in its
          entirety to read as follows:

          (a)  In the event that the Aggregate Fair Market Value of Eligible
               Collateral subject to the Lien of this Agreement is equal to or
               greater than 175 percent of the aggregate principal amount of the
               Loans outstanding and subject to Sections 3.11(b) and (c), the
               Borrower may, at its option exercisable from time to time,
               substitute additional Eligible Collateral for Collateral (other
               than Liquidating REIT Stock) subject to the Lien of this
               Agreement.  Such additional Eligible Collateral shall be
               delivered to the Collateral Agent in the manner provided under
               Sections 2.01 and 2.02 for Collateral of such type.  The term
               "Substitution Notice Date" shall mean, with respect to such
               substitution, a date which is the third Domestic Business Day
               prior to the Domestic Business Day specified in a written notice
               of substitution by the Borrower ("Substitution Notice") as the
               date on which withdrawal of Eligible Collateral in connection
               with such substitution is to occur pursuant to the terms hereof.
               The term "Substitution Date" shall mean the date on which such
               substitution is to occur. 

     3.   Amended and Restated A Loan Note.  The form of Amended and Restated A
Loan Note is attached hereto as Exhibit A.

     4.  Representations and Warranties.  The Borrower represents and warrants
that, (i) all representations and warranties made in or in connection with the
Credit Agreement, this Sixth Amendment thereto and each other Loan Document are
true, correct and complete on and as of the date hereof and (ii) no event which
would constitute a Default under the Credit Agreement, as amended hereby, or any
other Loan Document has occurred and is continuing.

     5.  Conditions of Amendment.  The agreement of the Banks and the Agent set
forth in Paragraph 1 of this Sixth Amendment to the Credit Agreement is subject
to the satisfaction of the following conditions precedent:

          (a)  The Bank and the Agent shall have received the following, all of
               which must be satisfactory in form and substance to the Bank and
               the Agent, in their discretion:

               (1)  this Sixth Amendment to the Credit Agreement and First
                    Amendment to the Pledge Agreement, duly executed by the
                    Borrower, the Bank and the Agent; and

               (2)  any additional agreements, opinions, certifications,
                    instruments and other documents relating to this Sixth
                    Amendment to the Credit Agreement and First Amendment to the
                    Pledge Agreement, the Credit Agreement or the Pledge
                    Agreement that the Bank or the Agent may reasonably deem
                    necessary or desirable.

          (b)  All representations and warranties made in or in connection with 
               the Credit Agreement, this Sixth Amendment to the Credit
               Agreement and First Amendment to the Pledge Agreement and each
               other Loan Document, shall be true, correct and complete on and
               as of the date hereof.

          (c)  No Default shall have occurred and be continuing.

     6.  No Claims or Defenses.  The Borrower acknowledges and agrees that its
obligations under the Loan Documents are its valid obligations and, as of the
date hereof, there are no claims, setoffs or defenses to the payment or
performance by the Borrower of such obligations, and that the Bank and the Agent
may enforce the payment and performance of such obligations as set forth in the
Loan Documents.

     7.  Counterpart Execution.  This Sixth Amendment to the Credit Agreement
and First Amendment to the Pledge Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     8.  GOVERNING LAW.  THIS SIXTH AMENDMENT TO THE CREDIT AGREEMENT AND FIRST
AMENDMENT TO THE PLEDGE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA WITHOUT GIVING EFFECT
TO THE CHOICE OF LAW RULES THEREOF.

     9.  References to Credit Agreement and Pledge Agreement. Except as herein
specifically amended, the Credit Agreement and Pledge Agreement shall remain in
full force and effect in accordance with their respective terms.  Whenever
reference is made in any note, document, letter or conversation, such reference
shall, without more, be deemed to refer to the Credit Agreement or the Pledge
Agreement, as the case may be, as both are amended hereby.


                                   CRIIMI MAE INC.


                                   By:  /s/ Jay R. Cohen
                                        ---------------------------
                                        Jay R. Cohen
                                        Executive Vice President
                                        & Treasurer


Accepted and agreed to as of
the date first written above:

SIGNET BANK/VIRGINIA, as Assignee


By:  /s/ Barry E. Cooper
     -------------------------------
     Barry E. Cooper, Vice President


SIGNET BANK/VIRGINIA, as Agent


By:  /s/ Barry E. Cooper
     -------------------------------
     Barry E. Cooper, Vice President<PAGE>