EXHIBIT 4(ooo)

    First Amendment to Commitment Letter between German American Capital 
                        Corporation and CRIIMI MAE Inc. 






                                 FIRST AMENDMENT

     This FIRST AMENDMENT is made and entered into by and between German
American Capital Corporation ("GACC") and CRIIMI MAE Inc. ("CRIIMI MAE") as of
June 20, 1995 with reference to that certain (i) Commitment Letter from GACC to
CRIIMI MAE Inc. dated as of January 19, 1995 (the "Commitment"), (ii) Committed
Master Repurchase Agreement Governing Purchases and Sales  of Participation
Certificates by and between GACC and CRIIMI MAE dated as of January 23, 1995
(the "FHA Facility"), and (iii) Committed Master Repurchase Agreement by and
between GACC and CRIIMI MAE dated as of January 23, 1995 (the "GNMA Facility"). 
The FHA Facility and the GNMA Facility are hereinafter referred to collectively
as the "Facilities".  Terms not otherwise defined herein shall have the meaning
set forth in the Commitment.

1.   Section 12(e) of each of the Facilities is hereby amended by deleting
Section 12(e) in its entirety and inserting the following in its place:

     "Seller shall notify Buyer as soon as possible, but in no event later than
     the earlier of notification to any other of Seller's lenders or three (3)
     Business Days after obtaining actual knowledge thereof, if any event has
     occurred that constitutes an Event of Default with respect to Seller or any
     event that with the giving of notice or lapse of time, or both, would
     become an Event of Default with respect to Seller."

2.   Section 13(a) of each of the Facilities is amended by inserting the
following additional paragraph (xxiv) at the end of Section 13(a).

     "(xxiv)   Seller fails to certify in writing at Buyer's request that no
               Event of Default is continuing at the time of the certification,
               provided, however, that in addition to the foregoing Buyer shall
               make such certification in any event within 50 days after the end
               of each calendar quarters ending March 31, June 30 and September
               30 of each year and within 95 days after year-end each year and,
               provided, further, that Buyer may at any time demand that such
               certification be made by Seller on the first Business Day of each
               month."

3.   Section 13(a)(xv) of each of the Facilities is hereby amended by deleting
clause (iii) contained in the parenthetical in Section 13(a)(xv) in its entirety
beginning with the word "and" immediately prior to such clause (iii) through the
end of the parenthetical and replacing such clause with the following in the
parenthetical:

     "(iii)    subordinated debt securities subject to master repurchase
               agreements or other substantially similar financing facilities
               secured by like collateral with financial institutions provided
               that the aggregate indebtedness pursuant to such repurchase
               agreements or similar financing facilities shall not exceed
               $100,000,000 and provided that the pledge of any other assets of
               Seller pursuant to such repurchase agreements or similar
               financing facilities shall not cause an Event of Default
               hereunder, and (iv) assets pledged by Seller or its affiliates to
               secure debt not in excess of $9,200,000 to Signet Bank/Maryland,
               its successors or assigns, and (v) pledge of a promissory note
               from C.R.I., Inc. in the approximate amount of $5,200,000 to
               secure certain deferred compensation arrangements)"

4.   Except as amended hereby all of the terms of the Commitment and the
Facilities shall remain in full force and effect as written.

IN WITNESS WHEREOF, this First Amendment is made and entered into by GACC and
CRIIMI MAE as of the date first above written.

                              GERMAN AMERICAN CAPITAL CORPORATION

                              By:  /s/ Joseph G. Kiely 
                                   --------------------------
                              Its: Vice President


                              By:  /s/ John C. Cutting, III
                                   ---------------------------
                              Its: Vice President


                              CRIIMI MAE INC.

                              By:  /s/ Cynthia O. Azzara
                                   ----------------------------
                              Its: Senior Vice President/CFO<PAGE>