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                                                                    Exhibit 3(k)

                             ARTICLES SUPPLEMENTARY
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                                 CRIIMI MAE INC.

   SERIES F REDEEMABLE CUMULATIVE DIVIDEND PREFERRED STOCK (CONVERTIBLE DURING
   THE PERIOD OF TEN (10) BUSINESS DAYS AFTER THE FIFTH BUSINESS DAY AFTER THE
    INITIAL ISSUE DATE AND DURING THE PERIOD OF TEN (10) BUSINESS DAYS ENDING
            NINETY (90) CALENDAR DAYS AFTER THE INITIAL ISSUE DATE OR
                       THE FIRST BUSINESS DAY THEREAFTER)

         CRIIMI MAE INC., a Maryland corporation (the "CORPORATION"), by and
through its undersigned Senior Vice President, does hereby certify that:

                  FIRST: On September 14, 1999, the Board of Directors of the
Corporation (the "BOARD OF DIRECTORS"), pursuant to Section 2-105 of the
Maryland General Corporation Law (the "MGCL") and Article SIXTH of the Articles
of Incorporation of the Corporation, duly classified 1,610,000 unissued shares
of the Corporation's preferred stock, $0.01 par value per share, into a series
of preferred stock designated "Series F Redeemable Cumulative Dividend Preferred
Stock (convertible during the period of ten (10) Business Days after the fifth
Business Day after the Initial Issue Date and during the period of ten (10)
Business Days ending ninety (90) calendar days after the Initial Issue Date or
the first Business Day thereafter)" and established and fixed the preferences,
conversion or other rights, voting powers, restrictions as to dividends,
qualifications and terms and conditions of redemption of such series of
preferred stock, and authorized the execution and delivery of these Articles
Supplementary to the Maryland State Department of Assessments and Taxation for
filing pursuant to Section 2-208 of the MGCL.

                  SECOND: The Series F Dividend Preferred Stock shall be subject
to all of the provisions of the Corporation's Articles of Incorporation relating
to the stock of the Corporation generally and shall have the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption, as set by the
Board of Directors, as follows:

                           SECTION 1. DEFINITIONS. For the purposes of these
Articles Supplementary, the following terms have the meanings indicated:

                  "ARTICLES OF INCORPORATION" means the Articles of
Incorporation of the Corporation as in effect from time to time.

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                  "AVERAGE PRICE" for a given Pricing Period means (a) the
Volume Weighted Average Price of the Common Stock traded during such Pricing
Period utilizing the Bloomberg (Equity) HP function, or, if that information is
not available, (b) the average of the sum of the average daily high and low sale
prices for the Common Stock for each Trading Day during such Pricing Period, as
reported by the New York Stock Exchange or the American Stock Exchange or any
successor thereto weighted by the number of shares traded for that day or, if
that information is not available, (c) the average of the sum of the daily
averages of the last reported high bid and low asked quotations for the Common
Stock for each Trading Day during such Pricing Period, as quoted by the Nasdaq
National Market System or any successor thereto.

                  "BOARD" and "BOARD OF DIRECTORS" means the Board of Directors
of the Corporation.

                  "BUSINESS DAY" means any day other than a Saturday, Sunday or
the Friday after Thanksgiving, or a day on which banking institutions in the
State of Maryland are authorized or obligated by law or executive order to
close.

                  "COMMON STOCK" means the common stock, par value $0.01 per
share, of the Corporation.

                  "CONVERSION PERIOD" has the meaning ascribed thereto in
Section 9(a).

                  "CORPORATION" means CRIIMI MAE Inc., a Maryland corporation.

                  "DIVIDEND PARITY STOCK" has the meaning ascribed thereto in
Section 3(a)(3).

                  "DIVIDEND PERIOD" has the meaning ascribed thereto in Section
3(a)(1).

                  "DIVIDEND RATE" means 12%.

                  "HOLDER CONVERSION NOTICE" has the meaning ascribed thereto in
Section 9(d)(1).

                  "INITIAL ISSUE DATE" has the meaning ascribed thereto in
Section 3(a)(1).

                  "JUNIOR CAPITAL STOCK" has the meaning ascribed thereto in
Section 2(b).

                  "LIQUIDATION PARITY STOCK" has the meaning ascribed thereto in
Section 8(a).

                  "LIQUIDATION VALUE" means, with respect to a share of Series F
Dividend Preferred Stock, $10.00.

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                  "MGCL" means the Maryland General Corporation Law, as amended,
as the same may be in effect from time to time.

                  "PARITY CAPITAL STOCK" has the meaning ascribed thereto in
Section 2(b).

                  "PERSON" means any individual, firm, corporation or other
entity, and includes any successor (by merger or otherwise) of such entity.

                  "PREFERRED STOCK" means the preferred stock, par value $0.01
per share, of the Corporation.

                  "PRICING PERIOD" means the ten (10) Trading Days ending one
day prior to the date a holder of the Series F Dividend Preferred converts his
or her shares during a Conversion Period.

                  "REDEMPTION DATE" has the meaning ascribed thereto in Section
6(a).

                  "REDEMPTION PRICE" means, with respect to a share of Series F
Dividend Preferred Stock, $10.00.

                  "REIT" means a real estate investment trust for federal income
tax purposes.

                  "SALE PRICE" has the meaning ascribed thereto in Section
9(d)(3).

                  "SENIOR CAPITAL STOCK" has the meaning ascribed thereto in
Section 2(b).

                  "SERIES A PREFERRED STOCK" means the Corporation's Series A
Cumulative Convertible Preferred Stock, par value $0.01 per share.

                  "SERIES B PREFERRED STOCK" means the Corporation's Series B
Cumulative Convertible Preferred Stock, par value $0.01 per share.

                  "SERIES C PREFERRED STOCK" means the Corporation's Series C
Cumulative Convertible Preferred Stock, par value $0.01 per share.

                  "SERIES D PREFERRED STOCK" means the Corporation's Series D
Cumulative Convertible Preferred Stock, par value $0.01 per share

                  "SERIES F DIVIDEND DECLARATION DATE" means the date on which
the Board of Directors declares a dividend with respect to the Series F Dividend
Preferred Stock.

                  "SERIES F DIVIDEND PREFERRED STOCK" has the meaning ascribed
thereto in Section 2(a).

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                  "SUBSIDIARY" of any Person means any corporation or other
entity of which a majority of the voting power of the voting equity securities,
or equity interest, is owned, directly or indirectly, by such Person.

                  "TRADING DAY" means any day on which the principal national
securities exchange on which the Common Stock is listed or admitted to trading
is open for the transaction of business or, if the Common Stock is not listed or
admitted to trading on any national securities exchange, a Business Day.

                  "VOLUME WEIGHTED AVERAGE PRICE OF THE COMMON STOCK" for a
given period means the quotient of (i) the aggregate dollar value obtained by
multiplying (a) the number of shares traded at each given price during such
period, by (b) such price, divided by (ii) the total number of shares traded
during such period.

                           SECTION 2. DESIGNATION NUMBER; RANK.

                  (a) DESIGNATION. The shares of the series of Preferred Stock
designated pursuant hereto shall be designated as "Series F Redeemable
Cumulative Dividend Preferred Stock (convertible during the period of ten (10)
Business Days after the fifth Business Day after the Initial Issue Date and
during the period of ten (10) Business Days ending ninety (90) calendar days
after the Initial Issue Date or the first Business Day thereafter)" (the "SERIES
F DIVIDEND PREFERRED STOCK"). The number of shares initially constituting the
Series F Dividend Preferred Stock shall be 1,610,000 which number may be
decreased (but not increased) by the Board of Directors without a vote of the
holders of Series F Dividend Preferred Stock; PROVIDED, HOWEVER, that such
number may not be decreased below the number of shares of Series F Dividend
Preferred Stock outstanding at the effective time of such reduction.

                  (b) RANK. The Series F Dividend Preferred Stock shall, with
respect to dividend rights and rights upon liquidation, dissolution or winding
up, rank (i) senior to the Common Stock and to all other capital stock of the
Corporation the terms of which specifically provide that such capital stock
ranks junior to the Series F Dividend Preferred Stock with respect to dividend
rights and/or rights upon liquidation, dissolution or winding up of the
Corporation (collectively, such other capital stock being referred to as the
"JUNIOR CAPITAL STOCK"); (ii) PARI PASSU with all capital stock of the
Corporation the terms of which specifically provide that such capital stock
ranks PARI PASSU with the Series F Dividend Preferred Stock with respect to
dividend rights and/or rights upon liquidation, dissolution or winding up of the
Corporation (collectively, such capital stock being referred to as the "PARITY
CAPITAL STOCK"); and (iii) junior to (v) the Series A Preferred Stock, (w) the
Series B Preferred Stock, (x) the Series C Preferred Stock, (y) the Series D
Preferred Stock, and (z) all other capital stock of the Corporation the terms of
which specifically provide that such capital stock ranks senior to the Series F
Dividend Preferred Stock with respect to dividend rights and/or rights upon
liquidation, dissolution or

                                      -4-
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winding up of the Corporation (collectively, such capital stock being referred
to as the "SENIOR CAPITAL STOCK").

                  (c) SAVINGS CLAUSE. Notwithstanding anything otherwise
provided in these Articles Supplementary, none of the rights pertaining to
dividends and distributions, and rights upon liquidation, dissolution and
winding up attributable to the Series F Dividend Preferred Stock, may be
exercised, enjoyed or received unless the corresponding rights of the Senior
Capital Stock have been fully exercised, enjoyed or received.

                           SECTION 3. DIVIDENDS AND DISTRIBUTIONS.

                  (a)      DIVIDENDS.

                           (1) The holders of shares of Series F Dividend
Preferred Stock, in preference to the holders of shares of Common Stock and of
shares of any Junior Capital Stock that ranks junior to the Series F Dividend
Preferred Stock as to the payment of dividends shall be entitled to receive,
when, as and if declared by the Board of Directors, out of the assets of the
Corporation legally available therefor, cumulative dividends at the Dividend
Rate, payable no more than sixty (60) calendar days following the Series F
Dividend Declaration Date. Such dividends shall be declared at such intervals as
the Board of Directors, in its discretion, shall determine; PROVIDED, HOWEVER,
that payment of the first dividend on shares of Series F Dividend Preferred
Stock shall be paid no earlier than the end of the calendar quarter (March 31,
June 30, September 30, December 31) in which the Corporation's Plan of
Reorganization becomes effective and thereafter not more than quarterly, as
determined by the Board of Directors (each such period being referred to as a
"DIVIDEND PERIOD"). Dividends shall be fully cumulative from the date of first
issuance of any shares of Series F Dividend Preferred Stock (the "INITIAL ISSUE
DATE") and, after the payment of the first dividend, payable not more than
quarterly in arrears. Accrued dividends will not be paid to holders who exercise
their conversion privilege during a Conversion Period on shares so converted.
Dividends will be payable to holders of record as they appear in the stock
records of the Corporation at the close of business on the applicable record
date set by the Board of Directors. No interest shall be payable with respect to
any dividend payment on Series F Dividend Preferred Stock that may be in
arrears.

                           (2) Dividends on shares of Series F Dividend
Preferred Stock shall be payable in cash.

                           (3) Dividends paid on shares of Series F Dividend
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated among all such shares
of Series F Dividend Preferred Stock and all other shares of capital stock of
the Corporation ranking on parity as to dividends with the Series F Dividend
Preferred Stock ("DIVIDEND PARITY STOCK") at the time outstanding PRO RATA, so
that the dollar amount of the dividend declared per share of Series F Dividend
Preferred Stock and the Dividend Parity Stock shall in all cases bear

                                      -5-
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to each other the same ratio that accrued dividends per share on the Series F
Dividend Preferred Stock and the Dividend Parity Stock bear to each other.

                           (4) The Board of Directors may fix a record date for
the determination of holders of shares of the Series F Dividend Preferred Stock
entitled to receive payment of a dividend declared thereon, which record date
shall be no more than sixty (60) calendar days nor less than ten (10) calendar
days prior to the date fixed for the payment thereof.

                           (5) Any dividend payment made on shares of the Series
F Dividend Preferred Stock first shall be credited against the earliest accrued
but unpaid dividend due with respect to shares of the Series F Dividend
Preferred Stock which remains payable.

                  (b) OTHER DISTRIBUTIONS. Holders of shares of the Series F
Dividend Preferred Stock shall not be entitled to receive any dividends or other
distributions except as expressly provided herein.

                           SECTION 4. VOTING. Holders of outstanding shares of
Series F Dividend Preferred Stock shall have the following voting rights:

                  (a) LIMITATION ON VOTING RIGHTS. Holders of shares of Series F
Dividend Preferred Stock shall have no voting rights except as set forth below
or as otherwise required by law.

                  (b) ELECTION OF TWO (2) DIRECTORS. During any period in which
dividends on the Series F Dividend Preferred Stock are cumulatively in arrears
for not less than six quarterly dividend payments (whether or not consecutive),
then the number of directors constituting the Board of Directors shall, without
further action, be increased by two and the holders of shares of the Series F
Dividend Preferred Stock shall have, in addition to the other voting rights set
forth herein, the exclusive right, voting separately as a single class, to elect
the directors of the Corporation to fill such newly created directorships, the
remaining directors to be elected by the other classes of stock entitled to vote
therefor at each meeting of stockholders held for the purpose of electing
directors. Such additional voting rights shall continue until such time as all
dividends accumulated on the Series F Dividend Preferred Stock shall have been
paid in full or non-cumulative dividends paid regularly for one year, at which
time such additional directors shall cease to be directors and such additional
voting right of the holders of Series F Dividend Preferred Stock shall terminate
subject to revesting in the event of each and every subsequent cumulative
arrearage for not less than six (6) quarterly periods as contemplated by the
first sentence of this Section. In no event shall the holders of Series F
Dividend Preferred Stock voting separately as a class be entitled to elect a
total of more than two directors to the Board of Directors pursuant to this
Section 4(b).

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                  (c) PROCEDURAL MATTERS.

                           (1) The voting rights of holders of shares of Series
F Dividend Preferred Stock set forth in Section 4(b) above may be exercised at
any annual meeting of stockholders or at a special meeting of stockholders held
for such purpose as hereinafter provided or at any adjournment thereof, or by
the unanimous written consent, delivered to the Secretary of the Corporation, of
the holders of the outstanding shares of Series F Dividend Preferred Stock.
Unless such right has been exercised by the unanimous written consent of all
holders of Series F Dividend Preferred Stock, the Chairman of the Board of
Directors may call, and upon the written request of holders of record of at
least twenty percent (20%) of the outstanding shares of Series F Dividend
Preferred Stock, addressed to the Secretary of the Corporation at the principal
office of the Corporation, shall call, a special meeting of the holders of
shares entitled to vote as provided herein. Such meeting shall be held not more
than sixty (60) calendar days after delivery of such request to the Secretary,
at the place and upon the notice provided by law and in the Bylaws of the
Corporation for the holding of special meetings of stockholders.

                           (2) At each meeting of stockholders at which the
holders of shares of Series F Dividend Preferred Stock shall have the right, as
provided in this Section 4, to take any action, the presence in person or by
proxy of the holders of record of a majority of the total number of shares of
Series F Dividend Preferred Stock then outstanding and entitled to vote on the
matter shall be necessary and sufficient to constitute a quorum. At any such
meeting or at any adjournment thereof:

                                    (A) the absence of a quorum of the holders
of shares of Series F Dividend Preferred Stock shall not prevent the election of
directors or the taking of any other action by the holders of any other
class(es) or series of the Corporation's capital stock, and the absence of a
quorum of the holders of shares of any other class or series of the
Corporation's capital stock shall not prevent the taking of any action by the
holders of Series F Dividend Preferred Stock as provided in this Section 4; and

                                    (B) in the absence of a quorum of the
holders of shares of Series F Dividend Preferred Stock, a majority of the
holders of shares of Series F Dividend Preferred Stock, present in person or by
proxy, shall have the power to adjourn the meeting as to the actions to be taken
by the holders of shares of Series F Dividend Preferred Stock from time to time
and place to place without notice other than announcement at the meeting until a
quorum shall be present.

                           (3) For the taking of any action as provided in this
Section 4 by the holders of Series F Dividend Preferred Stock, each such holder
shall have one (1) vote for each share of Series F Dividend Preferred Stock in
such holder's name on the stock transfer books of the Corporation as of any
record date fixed for such purpose or, if no such date be fixed, at the close of
business on the Business Day next preceding the day on which notice is given, or
if notice is waived, at the close of business on the Business Day next preceding
the day on which the meeting is held.

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                           SECTION 5. CERTAIN RESTRICTIONS.

                  (a) ON DIVIDENDS. If any shares of Series F Dividend Preferred
Stock are outstanding, then the Corporation shall not, other than pursuant to
Section 3(a)(3), declare, make, pay or set apart for payment or distribution any
dividends or other distributions for any period on the Common Stock, any series
or class of Dividend Parity Stock or any series or class of Junior Capital Stock
that ranks junior to the Series F Dividend Preferred Stock with respect to
dividend rights, unless full cumulative dividends have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
set apart for such payment on all shares of Series F Dividend Preferred Stock
entitled thereto.

                  (b) ON REDEMPTIONS, REPURCHASES AND REACQUISITIONS. If any
shares of Series F Dividend Preferred Stock are outstanding, the Corporation
shall not redeem, purchase or otherwise acquire for any consideration (or pay or
make available money for a sinking fund for the redemption of) any Common Stock
or any Junior Capital Stock (except by conversion into or exchange for Common
Stock or Junior Capital Stock) unless full cumulative dividends have been or
contemporaneously are declared and paid, or declared and a sum sufficient for
the payment thereof set apart for such payment on the Series F Dividend
Preferred Stock for all past dividend periods through and including the date
fixed for redemption, purchase or acquisition, PROVIDED, HOWEVER, that the
foregoing shall not prevent the purchase or acquisition of any shares of capital
stock of the Corporation by the Corporation (i) to the extent necessary, in the
reasonable judgment of the Board of Directors, in order to preserve the status
of the Corporation as a REIT or (ii) pursuant to a purchase or exchange offer
made on comparable terms to all holders of outstanding shares of capital stock
of the Corporation. For purposes of this Section 5(b), the date to be fixed for
redemption, purchase or acquisition shall be set by resolution of the Board of
Directors.

                  (c) ON ACTIONS BY SUBSIDIARIES. The Corporation shall not
permit any Subsidiary of the Corporation to purchase or otherwise acquire for
consideration any shares of capital stock of the Corporation unless the
Corporation could, pursuant to Section 5(b), purchase or otherwise acquire such
shares at such time and in such manner.

                           SECTION 6. REDEMPTION.

                  (a) TIME; PRICE; RIGHTS UPON CALL FOR REDEMPTION. Shares of
Series F Dividend Preferred Stock shall not be redeemable in whole or in part
prior to the first (1st) annual anniversary of the Initial Issue Date. On or
after such first (1st) annual anniversary, to the extent the Corporation shall
have funds legally available therefor, the Series F Dividend Preferred Stock
shall be subject to redemption in whole or in part, in cash or shares of Parity
Capital Stock, at the election of the Corporation in its sole discretion, at any
time or from time to time, at the Redemption Price, together, in each case with
an amount equal to any accrued and unpaid dividends to (and including) the date

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fixed for redemption (the "REDEMPTION DATE"). For purposes of determining
dividends due and payable in respect of shares of Series F Dividend Preferred
Stock called for redemption pursuant to this Section 6(a), the Redemption Date
shall be the last Series F Dividend Declaration Date preceding the Redemption
Date. On and after the Redemption Date, provided that the aggregate Redemption
Price (including any accrued and unpaid dividends to (and including) the date
fixed for redemption) for all shares of Series F Dividend Preferred Stock called
for redemption has been duly paid or deposited in trust for the benefit of the
holders of the Series F Dividend Preferred Stock, dividends shall cease to
accrue on the Series F Dividend Preferred Stock called for redemption, such
shares shall no longer be deemed to be outstanding and all rights of the holders
of such shares shall cease, except only the right to receive the monies payable
upon such redemption, without interest thereon, upon surrender of the
certificates evidencing such shares. Any monies deposited in trust by the
Corporation and unclaimed at the end of two (2) years from the Redemption Date
shall be repaid to the Corporation upon its written request, after which
repayment the holders of shares of Series F Dividend Preferred Stock so called
for redemption shall look only to the Corporation for the payment thereof.

                  (b) PROCEDURAL MATTERS. Notice of any redemption pursuant to
Section 6(a) shall be given to the holders of shares of Series F Dividend
Preferred Stock not less than thirty (30) or more than forty-five (45) calendar
days prior to the Redemption Date. Notice of redemption shall be given by first
class mail to each such holder's address as shown on the stock transfer books of
the Corporation and shall specify (i) the Redemption Date; (ii) the total number
of shares of Series F Dividend Preferred Stock to be redeemed; (iii) the number
of shares of Series F Dividend Preferred Stock to be redeemed from such holder;
(iv) the per share Redemption Price and the aggregate Redemption Price for all
shares to be redeemed from such holder; (v) the place or places where
certificates for shares of Series F Dividend Preferred Stock are to be
surrendered for payment of the Redemption Price; and (vi) that dividends on the
shares of Series F Dividend Preferred Stock to be redeemed will cease to accrue
on the Redemption Date. If less than all shares of Series F Dividend Preferred
Stock then outstanding are to be redeemed, shares of Series F Dividend Preferred
Stock will be redeemed PRO RATA from among the holders of shares of Series F
Dividend Preferred Stock then outstanding.

                           SECTION 7. REACQUIRED SHARES. Any shares of Series F
Dividend Preferred Stock converted, redeemed, purchased or otherwise acquired by
the Corporation in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof. All such shares of Series F Dividend Preferred
Stock shall, upon their cancellation, and upon the filing of appropriate
articles supplementary with the Maryland State Department of Assessments and
Taxation, become authorized but unissued shares of Preferred Stock and may be
reissued as part of any series of Preferred Stock subject to the conditions or
restrictions on issuance set forth herein, to the extent any Series F Dividend
Preferred Stock remains outstanding.

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                           SECTION 8. LIQUIDATION; DISSOLUTION; WINDING UP.

                  (a) GENERALLY. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, before any
distribution or payment shall be made to the holders of any shares of Common
Stock or any class or series of Junior Capital Stock that ranks junior to the
Series F Dividend Preferred Stock as to distribution of assets upon any
liquidation, dissolution or winding up of the Corporation, the holders of Series
F Dividend Preferred Stock shall be entitled to receive, out of assets of the
Corporation legally available for distribution to stockholders, liquidating
distributions in the amount of the Liquidation Value, plus an amount equal to
any dividends accrued and unpaid thereon as of the date of liquidation,
dissolution or winding up. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of Series F Dividend
Preferred Stock will have no right or claim to any of the remaining assets of
the Corporation. In the event that, upon any such voluntary or involuntary
liquidation, dissolution or winding up, the available assets of the Corporation
are insufficient to pay the amount of the liquidating distributions on all
outstanding shares of Series F Dividend Preferred Stock and the corresponding
amounts payable on all shares of Parity Capital Stock that ranks PARI PASSU with
the Series F Dividend Preferred Stock as to the distribution of assets upon
liquidation, dissolution or winding up ("LIQUIDATION PARITY STOCK"), then the
holders of Series F Dividend Preferred Stock and all other such classes or
series of Liquidation Parity Stock shall share ratably in any such distribution
of assets in proportion to the full liquidating distributions to which they
would otherwise be respectively entitled.

                  (b) EXCLUDED TRANSACTIONS. Neither the consolidation, merger
or other business combination of the Corporation with or into any other Person,
nor the sale, lease or conveyance of all or substantially all of the property or
business of the Corporation shall be deemed to constitute a liquidation,
dissolution or winding up of the Corporation for purposes of this Section 8.

                           SECTION 9. CONVERSION.

                  (a) CONVERSION PERIOD. During the period of ten (10) Business
Days after the fifth Business Day after the Initial Issue Date and during the
period of ten (10) Business Days ending ninety (90) calendar days after the
Initial Issue Date or the first Business Day thereafter (each, a "CONVERSION
PERIOD"), each outstanding share of Series F Dividend Preferred Stock shall be
convertible, at the sole option of the holder thereof, into fully paid and
nonassessable shares of Common Stock; PROVIDED, HOWEVER, that in no event may a
holder of Series F Dividend Preferred Stock convert a share of Series F Dividend
Preferred Stock into Common Stock if such conversion would result in violation
of Article EIGHTEENTH of the Articles of Incorporation. For purpose of these
Articles Supplementary, "beneficial ownership" shall be determined in accordance
with Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

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                  (b) COMMON STOCK ISSUABLE UPON CONVERSION. The number of
shares of Common Stock deliverable upon conversion of a share of Series F
Dividend Preferred Stock during a Conversion Period shall be equal to a fraction
(i) the numerator of which is the Liquidation Value of the Series F Dividend
Preferred Stock and (ii) the denominator of which, subject to Section 9(c), is
the Average Price for the Pricing Period.

                  (c) LIMITATIONS ON CONVERSION PRICE. Anything to the contrary
contained in Section 9(b) or Section 9(d)(5) notwithstanding, in no event shall
the Average Price used to compute the number of shares of Common Stock issuable
upon conversion be less than fifty percent (50%) of the Volume Weighted Average
Price of the Common Stock on the Initial Issue Date. In the event that the
Average Price is less than the floor set forth in the preceding sentence, then
the number of shares of Common Stock issuable upon conversion shall be computed
by reference to such floor.

                  (d) PROCEDURAL MATTERS.

                           (1) During either Conversion Period, holders of
Series F Dividend Preferred Stock may convert their shares of Series F Dividend
Preferred Stock into Common Stock by surrendering to the Corporation's transfer
agent, Registrar and Transfer Company (the "TRANSFER AGENT"), at its offices in
Cranford, New Jersey, the certificate(s) of such Series F Dividend Preferred
Stock to be converted, properly endorsed and medallion certified, and
accompanied by a written notice stating that such holder elects to convert all
or a specified whole number of such shares in accordance with the provisions of
this Section 9 and specifying the name or names in which such holder wishes the
certificate or certificates for shares of Common Stock to be issued (a "HOLDER
CONVERSION NOTICE"). In case a Holder Conversion Notice shall specify a name or
names other than that of such holder, such Holder Conversion Notice shall be
accompanied by payment of all transfer taxes, if any, payable upon the issuance
of shares of Common Stock in such name or names. Other than fees to the Transfer
Agent, the Corporation will not pay any issue or other taxes that may be payable
in respect of any issue or delivery of shares of Common Stock on conversion of
Series F Dividend Preferred Stock pursuant hereto.

                           (2) As promptly as practicable, and in any event
within five (5) Business Days after the date of delivery of the certificate(s)
representing shares of Series F Dividend Preferred Stock to be converted,
together with a Holder Conversion Notice (or, if the share certificate(s) and
Holder Conversion Notice are delivered separately, then within five (5) Business
Days after the date of delivery of the later document(s) to be so delivered),
the Corporation shall deliver or cause to be delivered (i) one or more
certificates representing the number of validly issued, fully paid and
nonassessable full shares of Common Stock to which the holder of shares of
Series F Dividend Preferred Stock being converted shall be entitled and (ii) if
less than the full number of shares of Series F Dividend Preferred Stock
evidenced by the surrendered certificate(s) is being converted, a new
certificate or certificates, of like tenor, for the number of shares of Series F
Dividend Preferred Stock evidenced by such surrendered certificate(s), less the
number

                                      -11-
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of shares being converted. All conversions shall be deemed to have been made at
the close of business on the later of the date of delivery of the Holder
Conversion Notice or the date of delivery of the certificate(s) representing the
shares being converted (if different), or if such date is not a Business Day, as
of the close of business on the next succeeding Business Day, so that the rights
of the holder thereof as to the shares being converted shall cease, except only
the right to receive shares of Common Stock in accordance herewith, and the
Person entitled to receive the shares of Common Stock shall be treated for all
purposes as having become the record holder of such shares of Common Stock at
the close of business on such date. The Corporation shall not be required to
convert, and no surrender of shares of Series F Dividend Preferred Stock shall
be effective for that purpose, while the stock transfer books of the Corporation
for the Common Stock are closed for any purpose (but not for any period in
excess of ten (10) calendar days); PROVIDED that the surrender of shares of
Series F Dividend Preferred Stock for conversion during any period while such
books are so closed shall become effective for conversion immediately upon the
reopening of such books, as if the conversion had been made on the date such
shares of Series F Dividend Preferred Stock were surrendered, or if such date is
not a Business Day, as of the close of business on the next succeeding Business
Day.

                           (3) No fractions of shares of Common Stock shall be
issued in connection with the conversion of any shares of Series F Dividend
Preferred Stock, but in lieu thereof the Corporation shall pay a cash adjustment
in respect of such fractional interest in an amount equal to the same fraction
of Sale Price (as defined below) of the Common Stock at the close of business on
the day of conversion. In the absence of a Sale Price, the Board of Directors
shall in good faith determine the current market price on the basis of such
quotation as it considers appropriate. As used herein, "SALE PRICE" means the
closing sales price of the Common Stock (or if no sales price is reported, the
average of the high bid and low asked prices) as reported by the principal
national or regional stock exchange on which the Common Stock is listed or, if
the Common Stock is not listed on a national or regional stock exchange, as
reported by the Nasdaq Stock Market and if not so reported, then as reported by
the National Quotation Bureau Incorporated. If more than one share of Series F
Dividend Preferred Stock shall be surrendered for conversion by the same holder
during the same Conversion Period, the number of full shares of Common Stock
issuable on conversion thereof shall be computed on the basis of the total
number of shares of Series F Dividend Preferred Stock so surrendered.

                           (4) The Corporation shall at all times endeavor to
reserve and keep available for issuance upon the conversion of the Series F
Dividend Preferred Stock such number of its authorized but unissued shares of
Common Stock as will from time to time be sufficient to permit the conversion of
all outstanding shares of Series F Dividend Preferred Stock, and to take all
action required to increase the authorized number of shares of Common Stock if
necessary to permit the conversion of all outstanding shares of Series F
Dividend Preferred Stock.

                           (5) In case of any reclassification of the Common
Stock, any consolidation of the Corporation with, or merger of the Corporation
into, any other entity,

                                      -12-
<PAGE>

any merger of another entity into the Corporation (other than a merger that does
not result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock), any sale or transfer of all or
substantially all of the assets of the Corporation or any compulsory share
exchange, pursuant to which the Common Stock is converted into other securities,
cash or other property, then the Corporation (or successor entity), at its
election and in its sole discretion, may (i) notwithstanding Section 6(a),
redeem each share of the Series F Dividend Preferred Stock then outstanding at
the Redemption Price, together, in each case with an amount equal to any accrued
and unpaid dividends to (and including) the last Series F Dividend Declaration
Date preceding the date fixed for redemption; or (ii) convert each share of the
Series F Dividend Preferred Stock then outstanding into the kind and amount of
securities, cash and other property receivable upon the reclassification,
consolidation, merger, sale, transfer or share exchange by a holder of the
number of shares of Common Stock into which such share of the Series F Dividend
Preferred Stock would have been convertible, which shall be a fraction (x) the
numerator of which is the Liquidation Value of the Series F Dividend Preferred
Stock and (y) the denominator of which, subject to Section 9(c), is the Volume
Weighted Average Price of the Common Stock on the Business Day immediately prior
to the effectiveness of the reclassification, consolidation, merger, sale,
transfer or share exchange; or (iii) notwithstanding Section 9(a) or anything to
the contrary herein, permit each share of the Series F Dividend Preferred Stock
then outstanding to remain outstanding with modified conversion rights, so that
such shares may be converted into the kind and amount of securities, cash and
other property receivable upon the reclassification, consolidation, merger,
sale, transfer or share exchange by a holder of the number of shares of Common
Stock into which such share of the Series F Dividend Preferred Stock would have
been convertible had such share been converted pursuant to this Section
9(d)(5)(ii). The Person formed by the consolidation or resulting from the merger
or which acquires such assets or which acquires the Corporation's shares, as the
case may be, shall make provisions in its certificate or articles of
incorporation or other constituent document to establish such rights. The
certificate or articles of incorporation or other constituent document shall
provide for adjustments, which, for events subsequent to the effective date of
the certificate or articles of incorporation or other constituent document,
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 9. The provisions of this Section 9(d)(5) shall similarly
apply to successive reclassification, consolidations, mergers, sales, transfers
or share exchanges.

                  SECTION 10. REIT STATUS. Nothing contained in these Articles
Supplementary or the Articles of Incorporation shall limit the authority of the
Board of Directors to take such other action as it deems necessary or advisable
to protect the Corporation and the interests of the stockholders by preservation
of the Corporation's qualification as a REIT under the REIT Provisions (as
defined in the Articles of Incorporation), including, without limitation, the
enforcement of the provisions of Article EIGHTEENTH of the Articles of
Incorporation and payment of dividends in the form of Parity Capital Stock or
Junior Capital Stock.

                                      -13-
<PAGE>

                  SECTION 11. AMENDMENT. These Articles Supplementary may be
amended, revised or otherwise altered by the consent, at a meeting or otherwise,
of a majority of the shares of the Series F Dividend Preferred Stock issued and
outstanding at the time of any such amendment, revision or alteration.

















                                      -14-
<PAGE>

                  IN WITNESS WHEREOF, this instrument has been executed for and
on behalf and in the name of the Corporation by its officers thereunto duly
authorized on the ___ day of September, 1999.

                                                   CRIIMI MAE INC.

                                                   By:
                                                      -------------------------

                                                   Print Name:
                                                              -----------------

                                                   Title:
                                                         ----------------------
Attest:


-------------------------
Print Name:
           --------------
Title:
      -------------------







<PAGE>

                  THE UNDERSIGNED, _______________ of the Corporation, who
executed on behalf of the Corporation Articles Supplementary of which this
Certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles Supplementary to be the corporate act of
said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.

                                                   By:
                                                      -------------------------
                                                   Print Name:
                                                              -----------------
                                                   Title:
                                                         ----------------------