EXHIBIT 3(r)

                  Bylaws of CRIIMI MAE Financial Corporation II <PAGE>
 




                                     BYLAWS

                                       OF

                      CRIIMI MAE FINANCIAL CORPORATION II*


                                    ARTICLE I

                                     OFFICES

     The Corporation may have such office(s) at such place(s), both within and
without the State of Maryland, as the Board of Directors (the "Board") from time
to time determines or as the business of the Corporation from time to time
requires.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 1.  Annual Meetings.  Annual meetings of the Corporation's
stockholders ("Stockholders") shall be held at such time and place (within or
without the State of Maryland) as shall be designated from time to time by the
Board and stated in the notice of the meeting.  Subject to the Articles of
Incorporation, at each annual meeting Stockholders shall elect directors to
succeed those whose terms expire and shall transact such other business as may
properly be brought before the meeting.

     Section 2.  Special Meetings.  Unless otherwise prescribed by law, the
Articles of Incorporation or these bylaws ("Bylaws"), special meetings of
Stockholders for any purpose or purposes may be called by the Board, the
president or by the secretary upon the written request of the holders of shares
entitled to cast not less than 25% of all the votes entitled to be cast at such
meeting.  Requests for special meetings shall state the purpose or purposes of
the meeting and the matters proposed to be acted on at such meeting.  The
secretary shall inform such requesting Stockholders of the reasonably estimated
cost of preparing and mailing notice of the meeting and, upon payment by such
Stockholders to the Corporation of such costs, the secretary shall give notice
to each Stockholder entitled to notice of the meeting.  Unless requested by
Stockholders entitled to cast a majority of all votes entitled to be cast at
such meeting, a special meeting need not be called to consider any matter which
is substantially the same as a matter voted on at any meeting of the
Stockholders held during the preceding twelve months.

--------------------------
* As adopted by the Board of Directors on September 20, 1995.

     Section 3.  Notices of Annual and Special Meetings.

          (a)  Except as otherwise provided by law, the Articles of
Incorporation or these Bylaws, written notice of any annual or special meeting
of Stockholders shall state the place, date and time thereof and, in the case of
a special meeting, the purpose or purposes for which the meeting is called, and
shall be given to each Stockholder of record entitled to vote at such meeting,
and to each other Stockholder entitled to notice of such meeting, not less than
10 nor more than 90 days prior to the meeting.

     Section 4.  List of Stockholders.  At least 10 days (but not more than 90
days) before any meeting of Stockholders, the officer or transfer agent in
charge of the stock transfer books of the Corporation shall prepare and make a
complete alphabetical list of the Stockholders entitled to vote at such meeting,
which list shows the address of each Stockholder and the number of shares
registered in the name of each Stockholder.  The list so prepared shall be
maintained at a place within the city where the meeting is to be held, which
                    
 
place shall be specified in the notice of the meeting, or, if not so specified,
at the place where the meeting is to be held, and shall be open to inspection by
any Stockholder, for any purpose germane to the meeting, during ordinary
business hours during a period of no less than 10 days prior to the meeting. 
The list also shall be produced and kept open at the meeting (during the entire
duration thereof) and, except as otherwise provided by law, may be inspected by
any Stockholder or proxy of a Stockholder who is present in person at such
meeting.

     Section 5.  Presiding Officers; Order of Business.

          (a)  Meetings of Stockholders shall be presided over by the chairman
of the Board, if any, or, if the chairman is not present (or if there is none),
by the president, or, if the president is not present, by a vice president, or,
if a vice president is not present, by such person who is chosen by the Board,
or, if none, by a chairperson to be chosen at the meeting by Stockholders
present in person or by proxy who own a majority of the shares of capital stock
of the Corporation entitled to vote and represented at such meeting.  The
secretary of meetings shall be secretary of the Corporation, or, if the
secretary is not present, an assistant secretary, or, if any assistant secretary
is not present, such person as may be chosen by the Board, or, if none, by such
person who is chosen by the chairperson at the meeting.

          (b)  The following order of business, unless otherwise ordered at the
meeting by the chairperson thereof, shall be observed as far as practicable and
consistent with the purposes of the meeting. 

                 (1)     Call of the meeting to order.

                 (2)     Presentation of proof of mailing of notice of the
                         meeting and, if the meeting is a special meeting, the
                         call thereof.

                 (3)     Presentation of proxies.

                 (4)     Determination and announcement that a quorum is
                         present.

                 (5)     Reading and approval (or waiver thereof) of the minutes
                         of the previous meeting.

                 (6)     Reports, if any, of officers.

                 (7)     Election of directors to succeed those whose terms
                         expired, if the meeting is an annual meeting or a
                         meeting called for such purpose.

                 (8)     Transaction of such other business as may properly come
                         before the meeting.

                 (9)     Adjournment.

     Section 6.  Quorum; Adjournments.

          (a)  The holders of a majority of the shares of capital stock of the
Corporation issued and outstanding and entitled to vote at any given meeting
present in person or by proxy shall be necessary to and shall constitute a
quorum for the transaction of business at all meetings of Stockholders, except
as otherwise provided by law or by the Articles of Incorporation.

          (b)  A meeting of Stockholders convened on the date for which it was
called may be adjourned from time to time without further notice to a date not
more than 120 days after the original record date set by the directors for the
purpose of determining which Stockholders are entitled to notice of the meeting
and which Stockholders are entitled to vote at the meeting. 

          (c)  Any business which might have been transacted at a meeting as
originally called may be transacted at any meeting held after adjournment as
provided in this Section 6 at which reconvened meeting a quorum is present in
person or by proxy.

     Section 7.  Voting. 

          (a)  At any meeting of Stockholders every Stockholder having the right
to vote shall be entitled to vote in person or by proxy authorized by an
instrument in writing filed in accordance with the procedure established for the
meeting.  Except as otherwise provided by law or by the Articles of
Incorporation, each Stockholder of record shall be entitled to one vote (on each
matter submitted to a vote) for each share of capital stock registered in his
name on the books of the Corporation.

          (b)  All elections of directors, and except as otherwise provided by
law or by the Articles of Incorporation, all other matters, shall be determined
by a vote of a majority of the shares present in person or represented by proxy
and voting on such other matters.     

          (c)  All voting, including on the election of directors but excepting
where otherwise required by law, may be by a voice vote; provided, however, that
upon demand therefor by a Stockholder entitled to vote or his proxy, a share
vote shall be taken.  Every share vote shall be taken by ballots, each of which
shall state the name of the Stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting. 
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.

     Section 8.  Notice of Stockholder Business.  At any annual or special
meeting of Stockholders, only such business shall be conducted as shall have
been properly brought before a meeting.  Business must be (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board, (b) properly brought before the meeting by or at the direction of the
Board, or (c) properly brought before an annual meeting by a Stockholder, and,
if and only if the notice of a special meeting provides for business to be
brought before the special meeting by Stockholders, properly brought before the
special meeting by a Stockholders.  For business to be properly brought before a
meeting by a Stockholder, the Stockholder must have given timely notice thereof
in writing to the secretary of the Corporation.  To be timely, a Stockholder's
notice must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 90 days prior to the meeting; provided,
however, that if less than 100 days' notice or prior public disclosure of the
date of the meeting is given or made to Stockholders, notice by the Stockholder
to be timely must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the meeting was
mailed or such public notice of the date of the meeting was mailed or such
public disclosure was made.  Furthermore, Stockholders are not permitted to
nominate individuals to serve as directors, unless notice of such nomination is
given to the Corporation in accordance with Section 13 of Article III of these
Bylaws.  A Stockholder's notice to the secretary shall set forth as to each
matter the Stockholder proposes to bring before the meeting (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, (b) the name and address,
as they appear on the Corporation's books, of the Stockholder proposing such
business, (c) the class and number of shares of the Corporation which are
beneficially owned by the Stockholder and (d) any material interest of the
Stockholder in such business.  Notwithstanding anything in the Bylaws to the
contrary, no business shall be conducted at any meeting of Stockholders except
in accordance with the procedures set forth in this Section 8 of Article II. 
The chairman of a meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting and in
accordance with the provisions of this section, and if he should so determine,
he shall so declare that the meeting and any such business not properly brought
before the meeting shall not be transacted.  Notwithstanding anything in the
Bylaws to the contrary, the Corporation shall be under no obligation to submit 
for action any Stockholder proposal at any meeting of Stockholders, which
proposal the Corporation would otherwise be permitted to omit in accordance with
Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

     Section 9.  Action by Consent.   Any action required or permitted to be
taken at any meeting  of the Stockholders may be taken without a meeting if the
following are filed with the records of Stockholders meetings:

          (a)    A unanimous written consent which sets forth the action and is
signed by each Stockholder entitled to vote on the matter; and 

          (b)    A written waiver of any right to dissent signed by each
Stockholder entitled to notice of the meeting but not entitled to vote at it.

                                   ARTICLE III

                                    DIRECTORS

     Section 1.  General Powers; Number; Tenure.  The business and affairs of
the Corporation shall be managed under the direction of the Board, which may
exercise all powers of the Corporation and perform or authorize the performance
of all lawful acts and things which are not by law, the Articles of
Incorporation or these Bylaws directed or required to be exercised or performed
by the Stockholders.  Subject to the Articles of Incorporation, the number of
directors of the Corporation shall be fixed from time to time exclusively by the
Board pursuant to a resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is presented to the
Board for adoption), but shall not at any time be less than 3, or the number of
Stockholders, if less than three.  Directors need not be Stockholders of the
Corporation nor residents of the State of Maryland.

     Section 2.  Vacancies.  Subject to the Articles of Incorporation, newly
created directorships resulting from any increase in the authorized number of
directors or any vacancies in the Board resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
(i) by a majority vote of the Stockholders entitled to vote, (ii) by a majority
vote of the directors then in office though less than a quorum, or (iii) by the
sole remaining director.  Directors so chosen shall hold office until the next
annual meeting of Stockholders and until their successors have been duly elected
and have qualified, or, where the vacancy results from the removal of a
director, for a term expiring at the annual meeting of Stockholders at which the
term of office of the class to which they have been elected expires.  No
decrease in the number of directors constituting the Board shall shorten the
term of any incumbent director.  Subject to the Articles of Incorporation, when
one or more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
director so chosen shall hold office for a term expiring at the annual meeting
of Stockholders at which the term of office of the class to which such director
has been elected expires or until his successor has been elected and has
qualified.

     Section 3.  Removal; Resignation.

          (a)  The Stockholders may, at any time, remove any director in the
manner provided in the Articles of Incorporation.

          (b)  Any director may resign at any time by giving written notice to
the Board, the chairman of the Board, the president, or the secretary of the
Corporation.  Unless otherwise specified in such written notice, a resignation
shall take effect upon delivery thereof to the Board or the designated officer. 
A resignation need not be accepted in order for it to be effective.

    Section 4.  Place of Meetings.  The Board may hold both regular and special
meetings either within or without the State of Maryland, at such place as the
Board from time to time deems advisable.

     Section 5.  Annual Meeting.  The annual meeting of each newly elected Board
shall be held as soon as is practicable following the annual meeting of
Stockholders, and no notice to the newly elected directors of such meeting shall
be necessary for such meeting to be lawful, provided a quorum is present.

     Section 6.  Regular Meetings.  Additional regular meetings of the Board may
be held without notice, at such time and place as from time to time may be
determined by the Board.

     Section 7.  Special Meetings.  Special meetings of the Board may be called
by the chairman of the Board or by the president or by a majority of the entire
Board upon 24 hours' notice to each director if such notice is delivered
personally or sent by telegram or facsimile, or upon 5 days' notice if sent by
mail, unless such notice is waived.  Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.

     Section 8.  Quorum; Adjournments.  A majority of the total number of
directors then in office shall constitute a quorum for the transaction of
business at each and every meeting of the Board, and the act of a majority of
the directors present at any meeting at which a quorum is present shall be the
act of the Board, except as may otherwise specifically be provided by law, the
Articles of Incorporation or these Bylaws.  If a quorum is not present at any
meeting of the Board, the directors present may adjourn the meeting, from time
to time, without notice other than announcement at the meeting, until a quorum
is present.

     Section 9.  Approval by Independent Directors.  For all purposes, a
transaction which is subject to approval by a majority of the independent
directors shall be approved if such transaction is approved by a majority of the
independent directors present and entitled to vote at a meeting at which a
quorum is present, provided that the independent directors voting to approve the
transaction constitute an absolute majority of all independent directors serving
at such time.

     Section 10.    Compensation.  Directors shall be entitled to such
compensation for their services as directors as from time to time may be fixed
by the Board, including, without limitation, for their services as members of
committees of the Board and in any event shall be entitled to reimbursement of
all reasonable expenses incurred by them in attending directors' meetings.  Any
director may waive compensation for any meeting.  No director who receives
compensation as a director shall be barred from serving the Corporation in any
other capacity or from receiving compensation and reimbursement of reasonable
expenses for any or all such other services.

     Section 11.    Action by Consent.  Any action required or permitted to be
taken at any meeting of the Board may be taken without a meeting and without
prior notice if a written consent in lieu of such meeting which sets forth the
action so taken is signed either before or after such action by all directors. 
All written consents shall be filed with the minutes of the Board's proceedings.

     Section 12.    Meetings by Telephone or Similar Communications.  The
directors may participate in meetings by means of conference telephone or
similar communications equipment, whereby all directors participating in the
meeting can hear each other at the same time, and participation in any such
meeting shall constitute presence in person by such director at such meeting.  A
written record shall be made of all actions taken at any meeting conducted by
means of a conference telephone or similar communications equipment.

     Section 13.    Nomination of Director Candidates.  Nominations for the
election of directors may be made by (a) the Board or a proxy committee
appointed by the Board or (b) any Stockholder entitled to vote in the election
of directors generally.  However, any Stockholder entitled to vote in the 
election of directors generally may nominate one or more persons for election as
directors at a meeting only if timely notice of such Stockholder's intent to
make such nomination or nominations has been given in writing to the secretary
of the Corporation.  To be timely, a Stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the Corporation not
fewer than 90 days prior to the meeting; provided, however, that if less than
100 days' notice or prior public disclosure of the date of the meeting is given
or made to Stockholders, notice by the Stockholder to be timely must be so
received not later than the close of business on the tenth day following the day
on which such notice of the date of the meeting was mailed or such public
disclosure was made.  Each such notice shall set forth (a) the name and address
of the Stockholder who intends to make the nomination and of the person or
persons to be nominated, (b) a representation that the Stockholder is a holder
of record of stock of the Corporation entitled to vote for the election of
directors on the date of such notice and intends to appear in person or by proxy
at the meeting to nominate the person or persons specified in the notice, (c) a
description of all arrangements or understandings between the Stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
Stockholder, (d) such other information regarding each nominee proposed by such
Stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board and (e) the
consent of each nominee to serve as a director of the Corporation if so elected.

     If a person is validly designated as a nominee in accordance with this
Section 13 and shall thereafter become unable or unwilling to stand for election
to the Board, the Board or the Stockholder who proposed such nominee, as the
case may be, may designate a substitute nominee upon delivery, not fewer than 20
days prior to the date of the meeting for the election of such nominee, of a
written notice to the secretary setting forth such information regarding such
substitute nominee as would have been required to be delivered to the secretary
pursuant to this Section 13 of Article III had such substitute nominee been
initially proposed as a nominee.  Such notice shall include a signed consent to
serve as a director of the Corporation, if elected, of each such substitute
nominee.

     If the chairman of the meeting for the election of directors determines
that a nomination of any candidate for election as a director at such meeting
was not made in accordance with the applicable provisions of this Section 13 of
Article III, such nomination shall be void. 


                                   ARTICLE IV

                                   COMMITTEES

     Section 1.  Formation of Committees.  The Board may, by resolution passed
by a majority of the entire Board, designate one or more committees, with each
committee consisting of one or more directors of the Corporation.  The Board may
designate one or more directors as alternate members of any committee who may
replace any absent or disqualified member at any meeting of the committee. 
Except as prohibited by statute and subject to the Articles of Incorporation,
any such committee, to the extent provided in the resolution, shall have and may
exercise the powers of the Board conferred upon such committee by the Board in
the management of the business and affairs of the Corporation, and may authorize
the seal of the Corporation to be affixed to all papers which may require it. 
Such committee or committees shall have the name or names as may be determined
from time to time by resolution adopted by the Board.  

     Section 2.  Other Provisions Regarding Committees.

          (a)  Subject to the limitations set forth in Section 1 of this Article
IV, the Board shall have the power at any time to fill vacancies in, change the
membership of, or discharge any committee. 

          (b)  Members of any committee shall be entitled to such compensation
for their services as such as from time to time may be fixed by the Board and in
any event shall be entitled to reimbursement of all reasonable expenses incurred
in attending committee meetings.  Any member of a committee may waive
compensation for any meeting.  No committee member who receives compensation as
a member of any one or more committees shall be barred from serving the
Corporation in any other capacity or from receiving compensation and
reimbursement of reasonable expenses for any or all such other services.

          (c)  Unless prohibited by law, the provisions of Section 11 ("Action
by Consent") and Section 12 ("Meetings by Telephone or Similar Communications")
of Article III shall apply to all committees from time to time created by the
Board.

          (d)  Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law.  Adequate provision shall be made
for notice to members of all meetings; one-third of the authorized members shall
constitute a quorum unless the committee shall consist of one or two members, in
which event one member shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present.


                                    ARTICLE V

                                    OFFICERS

     Section 1.  Positions.  The Corporation's officers shall be chosen by the
Board and shall consist of a president, one or more executive vice presidents,
senior vice presidents and vice presidents (if and to the extent required by law
or if not required, if the Board from time to time appoints any such officers),
a secretary and a treasurer.  The Board also may choose a chairman of the Board,
one or more assistant secretaries and/or assistant treasurers and such other
officers and/or agents as the Board from time to time deems necessary or
appropriate.  The Board may delegate to the president of the Corporation the
authority to appoint any officer or agent of the Corporation and to fill a
vacancy other than the chairman of the Board, president, executive vice
president, secretary or treasurer.  The election or appointment of any officer
of the Corporation in itself shall not create contract rights for any such
officer.  All officers of the Corporation shall exercise such powers and perform
such duties as from time to time shall be determined by the Board.  Any two or
more officers may be held by the same person, except as otherwise provided by
statute.

     Section 2.  Term of Office; Removal.  Each officer of the Corporation shall
hold office at the pleasure of the Board and any officer may be removed, with or
without cause, at any time by the affirmative vote of a majority of the
directors then in office, provided that any officer appointed by the president
pursuant to authority delegated to the president by the Board may be removed,
with or without cause, at any time whenever the president in his or her absolute
discretion shall consider that the best interests of the Corporation shall be
served by such removal.  Removal of an officer by the Board or by the president,
as the case may be, shall not prejudice the contract rights, if any, of the
person so removed.  Vacancies (however caused) in any office may be filled for
the unexpired portion of the term by the Board (or by the president in the case
of a vacancy occurring in an office to which the president has been delegated
the authority to make appointments).

     Section 3.  Compensation.  The salaries of all officers of the Corporation
shall be fixed from time to time by the Board, and no officer shall be prevented
from receiving a salary by reason of the fact that he or she also receives from
the Corporation compensation in any other capacity.

     Section 4.  Action with Respect to Securities of Other Corporations. 
Unless otherwise directed by the Board, the president or any officer of the
Corporation authorized by the president shall have power to vote and otherwise 
act on behalf of the Corporation, in person or by proxy, at any meeting of
stockholders of or with respect to any action of stockholders of any other
corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.

     Section 5.  Chairman of the Board.  The chairman of the Board shall be an
agent of the Corporation and, subject to the direction of the Board, shall
perform such functions and duties as from time to time may be assigned to him or
her by the Board.  The chairman of the Board, if present, shall preside at all
meetings of the Stockholders and all meetings of the Board.

     Section 6.  Vice Chairman of the Board.  The vice chairman of the Board
shall be an agent of the Corporation and, subject to the direction of the Board,
shall perform such functions and duties as from time to time may be assigned to
him or her by the Board.

     Section 7.  President.  The president shall be the chief executive officer
of the Corporation and, subject to the direction of the Board, shall have
general charge of the business, affairs and property of the Corporation and
general supervision over its other officers and agents.  In general, the
president shall perform all duties incident to the office of president of a
stock corporation and shall see that all orders and resolutions of the Board are
carried into effect.  Unless otherwise prescribed by the Board, the president
shall have full power and authority on behalf of the Corporation to attend, act
and vote at any meeting of security holders of other corporations in which the
Corporation may hold securities.  At any such meeting, the president shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities which the Corporation possesses and has the power to
exercise.  The Board from time to time may confer like powers upon any other
person or persons.

     Section 8.  Executive Vice President.  The executive vice president shall
be the chief operating officer of the Corporation and, subject to the direction
of the Board and the president, shall have general charge over the operation of
the business, affairs and property of the Corporation and general supervision
over its other officers and agents.  In general, the executive vice president
shall perform all duties incident to the office of chief operating officer of a
stock corporation.  In the absence or disability of the president, the executive
vice president, if any (or in the event there is more than one, the executive
vice presidents in the order designated, or in the absence of designation, in
order of their election), shall perform the duties and exercise the powers of
the president.

     Section 9.  Vice Presidents.  In the absence or disability of the president
and the executive vice president, the vice president, if any (or in the event
there is more than one, the vice presidents in the order designated, or in the
absence of any designation, in the order of their election), shall perform the
duties and exercise the powers of the president.  The vice president(s) also
generally shall assist the president and any executive vice presidents and shall
perform such other duties and have such other powers as from time to time may be
prescribed by the Board.

     Section 10.    Secretary.  The secretary shall attend all meetings of the
Board and of the Stockholders and shall record all votes and the proceedings of
all meetings in a book to be kept for such purposes.  The secretary also shall
perform like duties for the committees, if required by any such committee.  The
secretary shall give (or cause to be given) notice of all meetings of
Stockholders and all special meetings of the Board and shall perform such other
duties as from time to time may be prescribed by the Board, the chairman of the
Board or the president.  The secretary shall have custody of the seal of the
Corporation, shall have authority (as shall any assistant secretary) to affix
the same to any instrument requiring it, and to attest the seal by his or her
signature.  The Board may give general authority to officers other than the
secretary or any assistant secretary to affix the seal of the Corporation and to
attest the affixing thereof by his or her signature. 

     Section 11.    Assistant Secretary.  The assistant secretary, if any (or in
the event there is more than one, the assistant secretaries in the order
designated, or in the absence of any designation, in the order of their
election), in the absence or disability of the secretary, shall perform the
duties and exercise the powers of the secretary.  The assistant secretary(ies)
shall perform such other duties and have such other powers as from time to time
may be prescribed by the Board.

     Section 12.    Treasurer/Chief Financial Officer.  The treasurer shall have
the custody of the corporate funds, securities, other similar valuable effects,
and evidences of indebtedness, shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as from time to time may be designated by the
Board.  The treasurer shall disburse the funds of the Corporation in such manner
as may be ordered by the Board from time to time and shall render to the
chairman of the Board, the president and the Board, at regular meetings of the
Board or whenever any of them may so require, an account of all transactions and
of the financial condition of the Corporation.

     Section 13.    Assistant Treasurer.  The assistant treasurer, if any (or in
the event there is more than one, the assistant treasurers in the order
designated, or in the absence of any designation, in the order of their
election), in the absence or disability of the treasurer, shall perform the
duties and exercise the powers of the treasurer.  The assistant treasurer(s)
shall perform such other duties and have such other powers as from time to time
may be prescribed by the Board.


                                   ARTICLE VI

                                     NOTICES

     Section 1.  Form; Delivery.  Any notices required or permitted to be given
to any director, officer, Stockholder or committee member shall be given in
writing, either personally or by first-class mail with postage prepaid, in
either case addressed to the recipient at his or her address as it appears in
the records of the Corporation.  Personally delivered notices shall be deemed to
be given at the time they are so delivered, and mailed notices shall be deemed
to be given at the time they are deposited in the United States mail.  Notice to
a director also may be given by telegram or telecopy sent to his or her address
as it appears on the records of the Corporation and shall be deemed given at the
time delivered at such address.

     Section 2.  Waiver; Effect of Attendance.  Whenever any notice is required
to be given by law, the Articles of Incorporation or these Bylaws, a written
waiver thereof, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be the equivalent of the giving
of such notice.  In addition, any Stockholder who attends a meeting of
Stockholders in person, or who is represented at such meeting by a proxy, or any
director or committee member who attends such meeting of the Board or a
committee thereof shall be deemed to have had timely and proper notice of the
meeting unless such Stockholder (or his or her proxy) or director or committee
member attends such meeting for the express purpose of objecting to the
transaction of any business thereat on the grounds that the meeting was not
lawfully called or convened.

                                  ARTICLE VII

                  INDEMNIFICATION AND EXCULPATION; TRANSACTIONS
                             WITH AFFILIATED PERSONS

     Section 1.  Indemnification and Exculpation.

          (a)  Reference is hereby made to Section 2-418 of the Maryland General
Corporation Law (or any successor provision thereto) (the "Section").  The
Corporation shall indemnify each director and officer of the Corporation to the
full extent permitted by and in accordance with the terms and conditions
specified in such Section.  The Corporation may, in the sole discretion of the
Board, indemnify any other person who may be indemnified pursuant to the Section
to the extent the Board deems advisable, as permitted by the Section.  In each
and every situation where the Corporation may do so under the Section, the
Corporation hereby obligates itself to so indemnify the directors and officers
of the Corporation, and in each case, if any, where the Corporation must make
certain investigations on a case-by-case basis prior to indemnification, the
Corporation hereby obligates itself to pursue such investigations diligently. 
It is the specific intention of these Bylaws to obligate the Corporation to
indemnify each director and officer of the Corporation to the fullest extent
permitted by the Maryland General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than said law permitted the Corporation to provide prior to such
amendment).  The Corporation shall pay expenses incurred by a director or
officer in defending any action, suit or proceedings, whether civil, criminal,
administrative, arbitrative or investigative ("Proceeding"), in advance of its
final disposition; provided, however, that the payment of such expenses incurred
by a director or officer in his capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of such Proceeding, shall be
made only upon delivery to the Corporation of an undertaking by or on behalf of
such director or officer to repay all amounts so advanced if it should be
determined ultimately that such director or officer is not entitled to be
indemnified under this section or otherwise.

          (b)  The Board is authorized to enter into a contract with any
director, officer, employee or agent of the Corporation, or any person serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including employee benefit plans, providing for indemnification rights
equivalent to or, if the Board so determines, less than or greater than, those
provided for in this Article VII.

     Section 2.  Insurance.  The Corporation shall maintain insurance to the
extent reasonably available, at its expense, to protect itself and any director,
officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the Maryland
General Corporation Law.

     Section 3.  Effect of Amendment.  Any amendment, repeal or modification of
any provision of this Article VII by the Stockholders or the Board shall not
adversely affect any right or protection of a director or officer of the
Corporation existing at the time of such amendment, repeal or modification. 


                                  ARTICLE VIII

                               STOCK CERTIFICATES

     Section 1.  Form; Signatures.  Each Stockholder who has fully paid for any
shares of the Corporation shall be entitled to receive a certificate
representing such shares, which shall be nonassessable, and such certificate
shall be signed by the chairman of the Board or the president or a vice
president and by the treasurer or an assistant treasurer or the secretary or an
assistant secretary of the Corporation.  Signatures on the certificate may be
facsimile, in the manner prescribed by law.  Each certificate shall exhibit on
its face the name of the Corporation, the number and class (and series, if any)
of the shares it represents, a full statement or summary of the designations and
any preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, the terms and conditions of
redemption of the stock of each such class, the differences in the relative
rights and preferences between the shares of each series to the extent they have
been set, and the authority of the Board to set relative rights and preferences
of subsequent series.  Each certificate also shall state upon its face the name
of the person to whom it is issued and that the Corporation is organized under
the laws of the State of Maryland.  Each certificate may (but need not) be
sealed with the seal of the Corporation or facsimile thereof.  If any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate ceases to be such officer, transfer agent or registrar
before the certificate is issued, the certificate nevertheless may be issued by
the Corporation with the same effect as if such person were such officer at the
date of issue of the certificate.  All stock certificates representing shares of
capital stock which are subject to restrictions on transfer or to other
restrictions may have imprinted thereon a notation of such restriction.

     Section 2.  Registration of Transfer.  Upon surrender to the Corporation or
to any transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Corporation, or its transfer agent, shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon the Corporation's books.

     Section 3.  Registered Stockholders.  Except as otherwise provided by law,
the Corporation shall be entitled to recognize the exclusive right of a person
who is registered on its books as the owner of shares of its capital stock to
receive dividends or other distributions (to the extent otherwise distributable
or distributed) and to vote (in the case of voting stock) as such owner, and to
hold liable for calls and assessments a person who is registered on its books as
the owner of shares of its capital stock.  The Corporation shall not be bound to
recognize any equitable or legal claim to or interest in such shares on the part
of any other person.  The Corporation (or its transfer agent) shall not be
required to send notices or dividends to a name or address other than the name
or address of the Stockholders appearing on the stock ledger maintained by the
Corporation (or by the transfer agent or registrar, if any), unless any such
Stockholder shall have notified the Corporation (or the transfer agent or
registrar, if any), in writing, of another name or address at least 10 days
prior to the mailing of such notice or dividend.

     Section 4.  Record Date.  To facilitate the determination of the
Stockholders of record who are entitled (i) to notice of or to vote at any
meeting of Stockholders or any adjournment thereof, (ii) to receive payment of
any dividend or other distribution or allotment of any rights or (iii) to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board, in advance, may fix a
date as the record date for any such determination.  Such date shall not be more
than 90 days nor less than 10 days before the date of such meeting, nor more
than 90 days prior to the date of any other action.  A determination of
Stockholders of record entitled to notice of or to vote at a meeting of the
Stockholders shall apply to any adjournment of the meeting taken pursuant to
Section 6 of Article II; provided, however, that the Board, in its discretion,
may fix a new record date for the adjourned meeting. 

     Section 5.  Lost, Stolen or Destroyed Certificate.  The Board may direct a
new certificate to be issued in place of any certificate theretofore issued by
the Corporation which is claimed to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the person claiming the certificate
to be lost, stolen or destroyed.  When authorizing such issue of a new
certificate, the Board, in its discretion, may require as a condition precedent
to issuance that the owner of such lost, stolen or destroyed certificate, or his
or her legal representative, advertise the same in such manner as the Board
shall require and/or to give the Corporation a bond in such sum, or other
security in such form, as the Board may direct, as indemnity against any claim
that may be made against the Corporation with respect to the certificate claimed
to have been lost, stolen or destroyed.

     Section 6.  Regulations.  The issue, transfer, conversion and registration
of certificates of stock shall be governed by such other regulations as the
Board may establish.


                                   ARTICLE IX

                               GENERAL PROVISIONS

     Section 1.  Dividends.  Subject to the Maryland General Corporation Law and
to any provisions of the Articles of Incorporation relating to dividends,
dividends upon the outstanding capital stock of the Corporation may be declared
by the Board at any annual, regular or special meeting and may be paid in cash,
in property or in shares of the Corporation's capital stock.  Any distribution
to Stockholders of income or capital assets of the Corporation will be
accompanied by a written statement disclosing the source of the funds
distributed.  If, at the time of distribution, this information is not
available, a written explanation of the relevant circumstances will accompany
the distribution and the written statement disclosing the source of the funds
distributed will be sent to the Stockholders not later than 60 days after the
close of the fiscal year in which the distribution was made.

     Section 2.  Reserves.  The Board, in its sole discretion, may fix a sum
which may be set aside or reserved over and above the paid-in capital of the
Corporation for working capital or as a reserve for any proper purpose, and from
time to time may increase, diminish or vary such fund or funds.

     Section 3.  Fiscal Year.  The fiscal year of the Corporation shall be as
determined from time to time by the Board.

     Section 4.  Seal.  The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its incorporation and the words "Corporate Seal"
and "State of Maryland."

     Section 5.  Amendment of the Bylaws.  The Board is expressly empowered to
adopt, amend or repeal these Bylaws.  Any adoption, amendment or repeal of
Bylaws by the Board shall require the approval of a majority of the total number
of authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any resolution providing for adoption,
amendment or repeal is presented to the Board) provided, that such majority
shall include a majority of Independent Directors.  The Stockholders shall also
have power to adopt, amend or repeal the Bylaws.  In addition to any vote of the
holders of any class or series of stock of the Corporation required by law or by
these Bylaws, the affirmative vote of the holders of at least 66-2/3% of the
voting power of all of the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to adopt, amend or repeal any
provisions of the Bylaws.

  

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