EXHIBIT 3(q)

       Articles of Incorporation of CRIIMI MAE Financial Corporation II 






                            ARTICLES OF INCORPORATION
                                       OF
                       CRIIMI MAE FINANCIAL CORPORATION II


     THE UNDERSIGNED, being at least eighteen years of age, in order to form a
corporation for the purposes hereinafter stated, under and pursuant to the
provisions of the Maryland General Corporation Law (the "GCL"), does hereby
certify to the State Department of Assessments and Taxation of the State of
Maryland, as follows:

     FIRST:    The name of the Corporation is CRIIMI MAE FINANCIAL CORPORATION
II.

     SECOND:   The address of the Corporation's principal office in the State of
Maryland is 11200 Rockville Pike, Rockville, Maryland, 20852.

     THIRD:    The name and address of the Corporation's resident agent is CRICO
Services Corporation, a Maryland corporation, with its registered office at
11200 Rockville Pike, Rockville, Maryland 20852.

     FOURTH:   The purposes for which the Corporation is organized are: (a) to
accept the transfer to the Corporation from CRIIMI MAE Inc. of certain mortgage-
related securities (the "Securities") to be identified in one or more
assignments from CRIIMI MAE or an affiliate to the Corporation and to issue a
funding note (a "Funding Note") pursuant to a funding note purchase and security
agreement among the Federal Home Loan Mortgage Corporation ("Freddie Mac"),
CRIIMI MAE and the Corporation (the "Agreement")' (b) to execute and deliver and
to perform its obligations under the Agreement and Funding Note and in that
connection to grant a security interest in the Securities for the benefit of
Freddie Mac and any other holder of the Funding Note to the extent set forth in
the applicable Agreement; and (c) to engage in any lawful act or activity and to
exercise any powers permitted to corporations organized under the Maryland
General Corporation Law ("GCL") that in either case are incidental to and
necessary or convenient for the accomplishment of the above-mentioned businesses
and purposes.

     FIFTH:    The total number of shares of stock that the Corporation shall
have authority to issue is 1,000 shares of Common Stock, $.01 par value and no
classes of preferred stock may be issued by the Corporation.  The aggregate par
value of all of the authorized shares of all classes of capital stock having par
value is $10. 

     SIXTH:    The name and address of the Sole Incorporator is as follows:

          Name                          Address

     Deborah A. Linn               11200 Rockville Pike, 5th
                                     Floor
                                     Rockville, Maryland 20852

     SEVENTH:  The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

          (A)  The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors.

          (B)  The number of directors of the Corporation shall be from time to
time fixed by, or in the manner provided in, the Bylaws of the Corporation with
the initial Board of Directors consisting of three members.  At least one
director of the Corporation (the "Outside Director") and at least one officer of
the Corporation (the "Outside Officer") shall not be, and for at least eighteen
months prior thereto shall not have been, a director, officer or employee (or
related to any such director, officer or employee) of CRIIMI MAE Inc., a
Maryland corporation ("CRIIMI MAE"), or any  affiliate (other than the
Corporation) of CRIIMI MAE  or a trustee, conservator or receiver from CRIIMI
MAE or any affiliate of CRIIMI MAE; provided, however, that the Outside Director
and the Outside Officer may be the same person.  For the purposes of the
foregoing, an "affiliate" of an entity is an entity controlling, controlled by,
or under common control with such entity.  Notwithstanding any other provision
of these Articles of Incorporation or any other provision of law, in the event
of the death, incapacity, or resignation of the Outside Director or the Outside
Officer, or any other vacancy in such position, a successor Outside Director or
Outside Officer, as applicable, shall be appointed by the remaining directors of
the Corporation and, in the case of an Outside Director, no action requiring the
unanimous affirmative vote of the Board of Directors of the Corporation shall be
taken until a successor Outside Director is elected and qualified and approves
such action.  Election of directors need not be by written ballot unless the
Bylaws so provide.  The following persons initially shall serve as directors of
the Corporation and shall have and exercise any and all rights powers,
privileges and discretionary authority granted or permitted by these Articles of
Incorporation until the first annual meeting of stockholders or until their
successors are duly elected and shall qualify:

                               William B. Dockser
                              H. William Willoughby
                              Debra D. Yogodzinski

          (C)  The  Corporation shall  maintain corporate  records and  books of
account and shall not commingle its corporate records and books  of account with
the corporate records and books of account of CRIIMI MAE or any other entity.

          (D)  The Board of Directors of the Corporation shall hold  appropriate
meetings to authorize all of its corporate actions.

          (E)  The  funds and  other  assets of  the  Corporation shall  not  be
commingled with those of any other entity.

          (F)  The Corporation  shall pay  its own expenses,  including salaries
for  its employees, if any, and shall not  guarantee or hold itself out as being
liable for the debts of any other party.

          (G)  The  Corporation shall  not  form, or  cause  to be  formed,  any
subsidiaries.

          (H)  All obligations and indebtedness incurred by the Corporation will
be paid from the assets of the Corporation. 

          (I)  The Corporation shall maintain  an arms' length relationship with
CRIIMI MAE and each affiliate of CRIIMI MAE.

          (J)  The Corporation  shall  act  solely in  its  corporate  name  and
through its duly  authorized officers or agents in the  conduct of its business,
and shall conduct its business so as not to mislead others as to the identity of
the entity with which they are concerned.

          (K)  Meetings of the stockholders of the Corporation shall be held not
less frequently than one time per annum.

          (L)  The Corporation shall operate in such a manner that it  would not
be substantively consolidated with any other entity.

          (M)  The Board of Directors shall have the power without the assent or
vote of  the stockholders to  make, alter, amend,  change, add to or  repeal the
Bylaws of the  Corporation; to fix  and vary the amount  to be reserved  for any
proper purpose; to authorize and  cause to be executed mortgages and  liens upon
all or any part  of the property  of the Corporation; to  determine the use  and
disposition  of any  surplus  or  net profits;  and  to fix  the  times for  the
declaration and payment of dividends.

          (N)  In  addition to  the powers  and authorities  hereinbefore or  by
statute expressly conferred  upon them,  the directors are  hereby empowered  to
exercise all such powers and do all such acts  and things as may be exercised or
done  by  the  Corporation; subject,  nevertheless,  to  the  provisions of  the
statutes of  Maryland, of these Articles of Incorporation, and to any Bylaw from
time to time made by  the stockholders; provided, however, that no Bylaw so made
shall invalidate any prior act of the  directors which would have been valid  if
such Bylaw had not been made.

     EIGHTH:   Notwithstanding any provision of these  Articles of Incorporation
and any  provision  of law  that  otherwise  so empowers  the  Corporation,  the
Corporation shall not, without the unanimous approval of the Board  of Directors
of  the Corporation, being comprised of at least one Outside Director, do any of
the following:

          (a)  dissolve  or liquidate, in whole  or in part,  provided, that the
          Corporation shall not voluntarily liquidate until it has fulfilled its
          obligations under the Agreement and outstanding Funding Note;

          (b)  merge or  consolidate  with any  other corporation  other than  a
          corporation wholly owned, directly or indirectly, by any entity owning
          100%   of  the  stock  of  the  Corporation  and  having  articles  of
          incorporation containing  provisions identical  to  the provisions  of
          Articles FOURTH and SEVENTH and this Article EIGHTH;

          (c)  sell all or substantially all of the assets of the Corporation;

          (d)   institute proceedings to be adjudicated a bankrupt or insolvent,
          or consent to the institution of bankruptcy  or insolvency proceedings
          against   it,  or  file  a  petition  or  answer  or  consent  seeking
          reorganization or relief under the Federal bankruptcy laws, or consent
          to  the  filing of  any  such  petition or  to  the  appointment of  a
          receiver, liquidator, assignee, trustee, conservator, sequestrator (or
          other  similar official) of the Corporation or of any substantial part
          of  the Corporation's property, or  make a general  assignment for the
          benefit of  creditors, or  admit in writing  its inability to  pay its
          debts  generally as  they  become due,  or  take corporate  action  in
          furtherance of any such action; or

          (e)  amend  these Articles of Incorporation to alter  in any manner or
          delete Article FOURTH, Article SEVENTH or this Article EIGHTH.

     The Board of  Directors shall not approve a consolidation  or merger unless
(i)  the  entity  (if  other than  the  Corporation)  formed  or  surviving such
consolidation  or merger,  or  that  acquires  by  conveyance  or  transfer  the
properties and assets of the Corporation substantially or in the entirety, shall
be organized and existing under the laws of the United States  of America or any
state  thereof or  the District of  Columbia, and  shall expressly  assume, by a
supplement  to  each Agreement,  executed  and delivered  to each  holder  of an
outstanding Funding  Note, in form satisfactory to each such holder, the due and
punctual  payment of  the principal of  and interest  on all  Funding Notes then
outstanding under each Agreement and  the performance of every covenant  of each
Agreement  on the  part of  the Corporation  to be  performed or  observed, (ii)
immediately after  giving effect  to such  transaction, no  default or  event of
default under any Agreement shall have  occurred and be continuing and (iii) the
Corporation shall  have delivered to each holder  of an outstanding Funding Note
an officers'  certificate and  an opinion  of  counsel, each  stating that  such
consolidation, merger,  conveyance or transfer  and such supplement  comply with
the applicable Agreement and that all  conditions precedent provided for in each
such Agreement relating to such transaction have been complied with.

     NINTH:    The Corporation is to have perpetual existence.

     TENTH:    An officer or director of the Corporation shall not be personally
liable to  the Corporation or its  stockholders for monetary damages,  except to
the extent  that it  can be  proven that (i)  the officer  or director  actually
received an improper benefit or profit in money, property, or services (in which
case  recovery  is limited  to the  actual amount  of  such improper  benefit or
profit); or (ii) the action  or failure to act, by the officer  or director, was
the result of  active and deliberate dishonesty which was  material to the cause
of action  adjudicated in the  proceeding.  If  the GCL is  hereafter amended to
further  eliminate or  limit the liability  of an  officer or  director, then an
officer or  director of  the Corporation, in  addition to  the circumstances  in
which an  officer or  director is  not personally  liable  as set  forth in  the
preceding  sentence, shall not be liable to  the fullest extent permitted by the
amended GCL.   Any repeal  or modification of  the foregoing provisions  of this
Article TENTH by the stockholders of the Corporation  shall not adversely affect
any  right or protection of an officer  or director of this Corporation existing
at the time of such repeal or modification.

     ELEVENTH: The  Corporation  shall  indemnify  each  of  the  directors  and
officers of  the Corporation and may  indemnify any other individual  who may be
indemnified to the fullest extent permitted by Section  2-418 of the GCL, as the
same  may be  amended from  time to time  ("Section 2-418"),  in each  and every
situation  where, under Section 2-418, the Corporation is permitted or empowered
to make such indemnification.   The Corporation shall promptly make or  cause to
be  made  any  determination  which  Section 2-418  requires.    Any  repeal  or
modification  of  the  foregoing provisions  of  this  Article  ELEVENTH by  the
stockholders  of the  Corporation  shall  not  adversely  affect  any  right  or
protection of an officer or director of this Corporation existing at the time of
such repeal or modification.

     TWELFTH:  The Corporation  reserves the  right to  amend, alter, change  or
repeal any provision contained in these Articles of Incorporation  in the manner
now or hereafter prescribed by  law, and all rights and powers  conferred herein
on  stockholders, directors  and officers  are subject  to this  reserved power;
provided, that  the Corporation  shall not  amend, alter,  change or repeal  any
provision  of Article Fourth, Seventh, Eighth or Twelfth without the affirmative
vote of all outside Directors and the prior written consent of the holder of the
Funding Note, if outstanding.

     I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for the
purpose of  forming a corporation pursuant  to the GCL, does  hereby declare and
certify that this is my act and deed  and the facts herein stated are true,  and
accordingly have hereunto set my hand this 18 day of September, 1995.


                              By:  /s/ Deborah A. Linn
                                   ----------------------
                                   Deborah A. Linn <PAGE>