EXHIBIT 4(nn)

   Amendment Agreement Number Three among CRIIMI MAE Inc., CIBC, Inc., National
   Australia Bank Limited, New York Branch, Signet Bank/Virginia, The Fuji
  Bank, LTD., New York Branch, Bank Hapoalim B.M. and Canadian Imperial Bank
                             of Commerce, New York Agency




                            AMENDMENT AGREEMENT No. 3


          AMENDMENT AGREEMENT No. 3 dated as of June 5, 1995 ("Amendment
Agreement") among CRIIMI MAE Inc. (the "Company"), CIBC INC. ("CIBC"), NATIONAL
AUSTRALIA BANK LIMITED, NEW YORK BRANCH ("NAB"), SIGNET BANK/VIRGINIA
("Signet"), THE FUJI BANK, LTD., NEW YORK BRANCH ("Fuji"), BANK HAPOALIM
B.M.("Hapoalim"), (CIBC, NAB, Signet, Fuji and Hapoalim are referred to
collectively as the "Lenders") and CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK
AGENCY, as administrative agent for the Lenders (the "Administrative Agent").

                                    RECITALS

          The Lenders, the Company and the Administrative Agent are parties to a
Revolving Credit Agreement dated as of February 28, 1994, as amended by
Amendment Agreement No. 1 dated as of June 1, 1994 and Amendment Agreement No. 2
dated as of December 9, 1994, (the "Credit Agreement") under which the Lenders
have made Loans (as defined therein) to the Company;

          The Revolving Credit Loans and the obligations of CRIIMI MAE are
secured under a Security Agreement dated as of February 28, 1994 among the
Company, the Administrative Agent and Chemical Bank as Collateral Agent (the
"Security Agreement"); and

          The Company has requested, and the Lenders and the Administrative
Agent are willing to agree to, an amendment to the Credit Agreement to modify
certain covenants contained therein, as set forth below.  

          Accordingly, the parties hereby agree as follows:

          Section 1.  Definitions.  Capitalized terms used in this Amendment
Agreement and not otherwise defined herein shall have the respective meanings
assigned to them in the Credit Agreement.

          Section 2.  Amendments.  Subject to the conditions of effectiveness
set forth in Section 4 of this Amendment Agreement, commencing as of June 5,
1995 (the "Effective Date") the Credit Agreement is amended as follows:

               (a)  References in the Credit Agreement (including references in
the Credit Agreement as amended hereby) to "this Agreement" (and indirect
references such as "hereunder", "hereby", "herein", and "hereof") shall be
deemed references to the Credit Agreement as amended hereby.

               (b)  Section 7.12 of the Credit Agreement is amended and replaced
in its entirety as follows:  

          "7.12  Indebtedness.  There exists no credit agreement, loan
     agreement, indenture, purchase agreement, guarantee or other
     arrangement providing for or otherwise relating to any Indebtedness or
     any extension of credit (or commitment for any extension of credit)
     to, or guarantee by, the Company or any of its Subsidiaries the
     aggregate principal or face amount of which equals or exceeds (or may
     equal or exceed) $1,000,000, other than Indebtedness permitted by
     Section 8.08 and certain intercompany debt of a Subsidiary to the
     Company that will be eliminated upon consolidation."

               (c)  Section 8.07 of the Credit Agreement is amended (by adding a
new clause (viii) after clause (vii)) and replaced in its entirety as follows:

          "8.07  Limitation on Liens.  The Company will not, nor will it
     permit any of its Subsidiaries to, create, incur, assume or suffer to 
     exist any Lien upon or with respect to any of its assets (including,
     without limitation, the Assigned Collateral), whether now owned or
     hereafter acquired, or assign or otherwise convey any right to receive
     income (including, without limitation, from the Assigned Collateral),
     except (i) as provided in the Security Agreement; (ii) Liens securing
     any Interest Rate Hedge Agreements permitted hereunder; provided, that
     the aggregate market value of the collateral subject to such Liens
     does not exceed $12,000,000 at any time; (iii) Liens imposed by any
     governmental authority for taxes, assessments or charges not yet due
     or which are being contested in good faith and by appropriate
     proceedings if adequate reserves with respect thereto are maintained
     on the books of the Company or any of its Subsidiaries, as the case
     may be, in accordance with GAAP; (iv) Liens securing the Nomura
     Facilities, or such other facilities which may replace all or a part
     of the Nomura Facilities with substantially similar collateral;
     (v) Liens pursuant to the Amended and Restated Collateral Pledge
     Agreement dated December 29, 1992 securing the Signet Credit
     Agreement, or such other agreement which may replace such pledge
     agreement with substantially similar collateral; (vi) Liens securing
     the Indebtedness permitted by clause (vii) of Section 8.08; provided,
     that the collateral securing such Indebtedness will consist solely of
     the asset being financed; (vii) Liens securing the Indebtedness
     permitted by clause (viii) of Section 8.08; provided, that the
     collateral securing such Indebtedness will consist solely of shares of
     stock in CRI Liquidating REIT, Inc. and (viii) Liens securing the
     Indebtedness permitted by clause (x) of Section 8.08; provided, that
     the collateral securing such Indebtedness will consist solely of (i)
     shares of stock in CRIIMI, Inc., (ii) distributions arising from
     CRIIMI, Inc.'s general partnership interest in American Insured
     Mortgage Investors ("AIM84"), American Insured Investors - Series 85
     ("AIM85"), - Series 86 ("AIM86") and - Series 88 ("AIM88"), (iii) the
     Company's or its Subsidiaries' general and limited partnership
     interests in CRI/AIM Investment L.P. and (iv) the subadvisory fees
     generated by a management agreement between CRI/AIM Management, Inc.
     (or its proposed successor, CRIIMI MAE Services Limited Partnership)
     and AIM Acquisition Partners, L.P."

               (d)  Section 8.08 of the Credit Agreement is amended (by
relettering the existing clause (x) thereof as clause "(xii)", by deleting and
replacing clause (vii) and by adding new clauses (x) and (xi)) and replaced in
its entirety as follows:  

          "8.08  Limitation on Indebtedness.  The Company will not, nor
     will it permit any of its Subsidiaries to, create, incur, assume or
     suffer to exist any Indebtedness, whether current or funded, or any
     other liability, except (i) Indebtedness on account of the Loans;
     (ii) other Indebtedness to the Administrative Agent or the Lenders
     arising hereunder; (iii) Indebtedness under any Interest Rate Hedge
     Agreement entered into pursuant to Section 8.13 or under any other
     Interest Rate Hedge Agreement with one or more other parties which is
     a rate cap or similar agreement; (iv) existing Indebtedness on the
     date hereof described in Section 7.12; (v) Indebtedness pursuant to
     the Signet Credit Agreement, as amended, up to a maximum aggregate
     amount of Indebtedness under such agreement of $85,000,000;
     (vi) Indebtedness pursuant to the Nomura Facilities up to a maximum
     aggregate amount of Indebtedness under such facility of $500,000,000;
     (vii) Indebtedness for the financing of Other Mortgage Investments (as
     defined in Section 8.17(b)) up to a maximum aggregate amount of
     Indebtedness for such purpose of $100,000,000; provided, that such
     Indebtedness shall not exceed 80% of the aggregate purchase price of
     each such Other Mortgage Investment (or one or more tranches of a
     specific series of mortgage pass-through certificates or similar
     securities constituting Other Mortgage Investments);
     (viii) Indebtedness not in excess of $10,000,000 for a working capital
     line; (ix) Indebtedness under agreements which replace all or part of
     the Indebtedness permitted by clause (v) or (vi) above in a maximum 
     aggregate amount not to exceed the respective amounts permitted by
     such clauses; (x) Indebtedness assumed in connection with the merger
     of certain affiliates of C.R.I., Inc. with the Company or its
     affiliates not to exceed $9,200,000; (xi) Indebtedness under the
     deferred compensation arrangement with William B. Dockser and H.
     William Willoughby in an aggregate amount not exceeding $5,100,000;
     provided, that such Indebtedness is permitted only so long as (x) the
     Company holds a note receivable in the same amount evidencing the
     obligation of certain affiliates of C.R.I., Inc. and (y) C.R.I., Inc.
     continues to make principal payments on such receivable to the
     Company; and (xii) any other Indebtedness expressly approved by the
     Required Lenders."

               (e)  Section 8.10 of the Credit Agreement is amended and replaced
in its entirety as follows:

          "8.10  Minimum Consolidated Shareholders' Equity.  The Company will
     not permit at any time Consolidated Shareholders' Equity to be less than
     $200,000,000."

               (f)  Section 8.17 of the Credit Agreement is amended (by revising
proviso (x) and adding a sub-section (b)) and replaced in its entirety as
follows: 

          "8.17  Lines of Business.  (a) The Company will continue, and
     cause each of its Subsidiaries to continue, to engage in a business of
     the same general type as conducted by the Company or its Subsidiaries
     on the date of this Agreement (i.e., directly or indirectly investing
     in federally insured residential and multi-family mortgage
     investments); provided, that the Company may (i) establish a
     Subsidiary, or fund or guaranty affiliates or special purpose
     corporations, to engage in other related lines of business (including
     activities directly related to the conversion of the Company to a
     self-administered REIT) if such engagement would not have a Material
     Adverse Effect or adversely affect the REIT status of the Company,
     (ii) invest in Other Mortgage Investments and (iii) invest in Unrated
     Mortgage Investments; provided, however, that (x) at no time shall the
     aggregate amount of investments of the Company and its Subsidiaries
     permitted by clause (i), (ii) and (iii) above exceed 15 percent of the
     total consolidated assets of the Company through December 31, 1995 and
     20 percent of such assets thereafter, in each case, as at the end of
     the most recent fiscal quarter as set forth in the consolidated
     balance sheets of the Company delivered pursuant to Section 8.01 and
     (y) if the Company converts to a self-administered REIT, it shall
     deliver to the Administrative Agent copies of documents effectuating
     such conversion, a certificate of a senior officer of the Company
     certifying that no Default or Event of Default under the Credit
     Agreement has occurred and is continuing and an opinion of outside
     counsel to the Company addressed to the Administrative Agent and the
     Lenders as to the Company's status as a qualified REIT and such other
     matters as the Administrative Agent shall reasonably request.

          (b)  As used in Section 8.08 and this Section 8.17, the following
     terms shall have the following meanings:

               "Other Mortgage Investments" shall mean mortgage investments
          other than (i) Assigned Collateral, (ii) federally insured residential
          and multi-family mortgage investments and (iii) Unrated Mortgage
          Investments.

               "Unrated Mortgage Investments" shall mean mortgage investments
          which are not rated or are rated below B- by Standard & Poor's Ratings
          Group or below B3 by Moody's Investors Service, Inc." 

          Section 3.  Fees and Expenses.

               (a)  The Company shall pay to the Administrative Agent for its
own account an administrative fee, as agreed by the Company in the Term Sheet of
Proposed Amendments Letter dated May 17, 1995 from the Administrative Agent to
the Company (which Letter is superseded by this Amendment Agreement, except with
respect to the fee).

               (b)  The Company will pay on demand all reasonable out-of-pocket
costs and expenses of the Administrative Agent, including reasonable fees and
disbursements of counsel for the Administrative Agent, in connection with this
Amendment Agreement.

          Section 4.  Conditions Precedent.  The amendments to the Credit
Agreement set forth in Section 2 of this Amendment Agreement shall become
effective as of the Effective Date if, and only if, the following conditions
shall have been fulfilled to the satisfaction of the Administrative Agent:

               (a)  the representations and warranties of the Company set forth
in Section 5 hereof, in Section 7 of the Credit Agreement and in Section 3.1 of
the Security Agreement shall be true and correct with the same force and effect
as if made on and as of such date;

               (b)  no Default or Event of Default under the Credit Agreement
shall have occurred and be continuing;

               (c)  there shall not have occurred any change, or development or
event involving a prospective change, which in the opinion of the Required
Lenders could have a Material Adverse Effect;

               (d)  the Company shall have delivered to the Administrative Agent
certificate(s) of a senior officer of the Company dated as of the Effective Date
and, if different, dated as of the date on which all parties shall have executed
this Amendment Agreement certifying as to (i) the items in paragraphs (a), (b)
and (c) of this Section 4 of this Amendment Agreement, (ii) the resolutions of
the Board of Directors of the Company relating to the execution, delivery and
performance of this Amendment Agreement and the Credit Agreement as amended
hereby, and (iii) the name and authorized signature of each officer authorized
to sign this Amendment Agreement;

               (e)  the Company, the Administrative Agent and all the Lenders
shall have executed this Amendment Agreement;

               (f)  the Company shall have paid to the Administrative Agent the
fees and expenses set forth in Section 3 of this Amendment Agreement; and

               (g)  the Company shall have complied with any other reasonable
request of the Administrative Agent or any Lender.

          Section 5.  Representations and Warranties.  The Company represents
and warrants to the Administrative Agent and the Lenders that:

               (a)  the execution, delivery and performance of this Amendment
Agreement has been duly authorized by all necessary corporate action on its part
and do not and will not (i) violate any provision of law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award as currently
in effect to which it is subject or of its certificate of incorporation or by-
laws, (ii) result in a breach of or constitute a default under any indenture or
loan or credit agreement or any other agreement, lease or instrument to which it
is a party or by which it or any of its properties is bound, (iii) result in, or
require, the creation or imposition of any mortgage, deed of trust, assignment,
pledge, Lien, security interest or other charge or encumbrance of any nature
upon or with respect to any of its properties, (iv) require any authorization,
consent, approval, license, exemption of or filing with any commission, board,
bureau, agency or instrumentality or (v) require the consent of any other
Person; 

               (b)  this Amendment Agreement constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms, subject
to bankruptcy, insolvency, reorganization, moratorium or other laws affecting
the rights of creditors generally and to equitable principles; and

               (c)  no Default or Event of Default under the Credit Agreement
exists or will result from the execution of this Amendment Agreement.

          Section 6.  Miscellaneous.

               (a)  This Amendment Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

               (b)  Except as expressly set forth herein, the Credit Agreement,
the Notes, the Security Agreement and all other related documents shall remain
unmodified and in full force and effect.  The execution, delivery and
effectiveness of this Amendment Agreement shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the
Company, any Lender or the Administrative Agent under any of the Credit
Agreement, the Notes, the Security Agreement or any related document, nor,
except as expressly provided herein, constitute a waiver of any provision of any
such document.

               (c)  This Amendment Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

          IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment Agreement as of the
date first above written.

                                   CRIIMI MAE INC.

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

                                   CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK
                                   AGENCY,
                                    as Administrative Agent 

                                   
                                   By:    Marybeth Ross
                                          ----------------------
                                   Title: Authorized Signatory

     CIBC INC.,
      as Lender

     
     By:     /s/ Lu Ann Bowers
             ---------------------
     Title:  Vice President

     NATIONAL AUSTRALIA BANK LIMITED, NEW YORK BRANCH,
      as Lender

     
     By:      /s/ T.F. Kilfoyle
             ------------------
     Title:  Vice President

     SIGNET BANK/VIRGINIA,
      as Lender

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

     THE FUJI BANK, LTD., NEW YORK BRANCH, as Lender

     
     By:     /s/ Gina Kearns
             ------------------------
     Title:  Vice President & Manager

     BANK HAPOALIM B.M.,
      as Lender

                              
By:     /s/ Jonathan Kulka             By:     /s/ Peter D. Dovas
        ------------------------               ------------------
Title:  Vice President & Manager       Title:  Vice President<PAGE>