EXHIBIT 3(i)

                                     BY-LAWS

                                       OF

                              CRIIMI MAE CMBS CORP.

                                   * * * * * *

                                    ARTICLE I

                                     OFFICES


                  Section 1.     Offices. The registered office shall be in
the City of Wilmington County of New Castle, State of Delaware. The Corporation
may also have offices at such other places both within and without the State of
Delaware as the Board of Directors may from time to time determine or the
business of the Corporation may require. The corporation shall maintain a
business office through which its business and activities shall be conducted
separate from the business and activities of CRIIMI MAE Inc. and its affiliates.

                  Section 2.      Books.  The books of the Corporation may be
kept within or without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1.     Time and Place of Meetings. All meetings
of stockholders shall be held at such place, either within or without the State
of Delaware, on such date and at such time as may be determined from time to
time by the Board of Directors, or the Chairman in the absence of a designation
by the Board of Directors.

                  Section 2.     Annual Meetings.  Annual meetings of
stockholders, commencing with the year 1998, shall be held to elect the Board of
Directors and transact such other business as may properly be brought before the
meeting.

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                  Section 3.     Special Meetings. Special meetings of
stockholders may be called at any time by the Board of Directors or the Chairman
of the Board and shall be called by the Secretary at the request in writing of
holders of record of a majority of the outstanding capital stock of the
Corporation entitled to vote. Such request shall state the purpose or purposes
of the proposed meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

                  Section 4.     Notice of Meetings and Adjourned Meetings;
Waivers of Notice. (a) Whenever stockholders are required or permitted to take
any action at a meeting, a written notice of the meeting shall be given which
shall state the place, date and hour of the meeting, and, in the case of a
special meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by the General Corporation Law of the State of Delaware as
the same exists or may hereafter be amended ("Delaware Law"), such notice shall
be given not less than 10 nor more than 60 days before the date of the meeting
to each stockholder of record entitled to vote at such meeting. Unless these
by-laws otherwise require, any meeting of stockholders, annual or special, may
adjourn from time to time at the same or another location (whether or not a
quorum is present), and notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than 30 days, or after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

                  (b)    A written waiver of any such notice signed by the
person entitled thereto, whether before or after the time state therein, shall
be deemed equivalent to notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.

                  Section 5.     Quorum. Unless otherwise provided under
the certificate of incorporation or these by-laws and subject to Delaware Law,
the presence, in person or by proxy, of the holders of a majority of the
outstanding capital stock of the Corporation entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business.

                  Section 6.     Voting. (a) Unless otherwise provided in
the certificate of incorporation and subject to Delaware Law, each stockholder
shall be entitled to one vote for each outstanding share of capital stock of the
Corporation held by such stockholder. Unless otherwise provided in Delaware Law,
the certificate of incorporation or these by-laws, the affirmative vote of a
majority of the shares of capital stock of the Corporation present, in person or
by proxy, at a meeting of stockholders and entitled to vote on the subject
matter shall be the act of the stockholders. Voting at meetings of stockholders
need not be by written ballot and


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need not be conducted by inspectors unless the holders of a majority of the
outstanding capital stock of the Corporation entitled to vote thereon and
present in person or by proxy at such meeting shall so determine.

                  (b)     Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to a corporation action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

                  Section 7.     Action by Consent. (a) Unless otherwise
provided in the certificate of incorporation, any action required to be taken at
any annual or special meeting of stockholders, or any action which may be taken
at any annual or special meeting of stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding capital stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted and shall be delivered to
the Corporation by delivery to its registered office in Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings or meeting of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders who have not consented in writing.

                  (b)     Every written consent shall bear the date of
signature of each stockholder who signs the consent, and no written consent
shall be effective to take the corporate action referred to therein unless,
within 60 days of the earliest dated consent delivered in the manner required by
this Section and Delaware Law to the Corporation, written consents signed by a
sufficient number of holders to take action are delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.

                  Section 8.     Organization. At each meeting of
stockholders, the Chairman of the Board (or in the Chairman's absence, or if one
shall not have been elected, the President or in the President's absence, or if
one shall not have been elected, the most senior Vice President present) shall
act as chairman of and preside over the meeting. The Secretary (or in the
Secretary's absence or inability to act, the person whom the chairman of the
meeting shall appoint secretary of the meeting) shall act as secretary of the
meeting and keep the minutes thereof.


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                  Section 9.     Order of Business. The order of business at all
meetings of stockholders shall be as determined by the chairman of the meeting.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1.    General Powers.  Except as otherwise provided in
Delaware Law or the certificate of incorporation, the business and affairs of
the Corporation shall be managed by or under the direction of the Board of
Directors.

                  Section 2.    Number, Election and Term of Office. The
number of directors which shall constitute the whole Board shall be fixed from
time to time by resolution of the Board of Directors but shall not be less than
two nor more than six. The corporation shall at all times, except as noted
hereafter, have at least one Independent Director (as such term is defined in
the corporation's certificate of incorporation). In the event of the death,
incapacity, resignation or removal of any Independent Director, or in the event
that any director acting as an Independent Director shall cease to satisfy the
eligibility conditions for an Independent Director, the remaining Directors
shall promptly appoint a replacement Independent Director; provided, however,
that the Board of Directors shall not vote on any matter requiring the vote of
an Independent Director unless and until at least one Independent Director has
been duly appointed to serve on the Board. Notwithstanding the foregoing, the
requirement that the Corporation have at all times at least one Independent
Director shall not be effective until the date the Corporation shall issue, or
act as settlor or depositor of any trust that issues, any security rated by any
nationally recognized statistical rating organization or such earlier date as
the directors may determine. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 12 of this Article
III, and each director so elected shall hold office until his successor is
elected and qualified or until his earlier death, resignation or removal.
Directors need not be stockholders.

                  Section 3.     Quorum and Manner of Acting. Unless the
certificate of incorporation or these by-laws require a greater number and
except that each Independent Director must be present to form a quorum for any
matter which, pursuant to the certification of incorporation or these by-laws,
requires the vote of each Independent Director, a majority of the total number
of directors shall constitute a quorum for the transaction of business, and the
affirmative vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors. Any meeting of
directors, annual or special, may adjourn from time to time at the same or
another location (whether or not a quorum is present), and notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting, the
Board of Directors may transact any business which might have been transacted at
the


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original meeting. If a quorum shall not be present at any meeting of the Board
of Directors, the directors present thereat may adjourn the meeting, from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present.

                  At each meeting of directors, the Chairman of the Board (or in
the Chairman's absence, or if one shall not have been elected, the President or
in the President's absence, or if one shall not have been elected, the most
senior Vice President present) shall act as chairman of the meeting. The
Secretary (or in the Secretary's absence or inability to act, the person whom
the chairman of the meeting shall appoint secretary of the meeting) shall act as
secretary of the meeting and keep the minutes thereof.

                  Section 4.      Time and Place of Meetings. The Board of
Directors shall hold its meetings at such place, either within or without the
State of Delaware, and at such time as may be determined from time to time by
the Board of Directors.

                  Section 5.      Annual Meeting. The Board of Directors
shall meet for the purpose of organization, the election of officers and the
transaction of other business, as soon as practicable after each annual meeting
of stockholders, on the same day and at the same place where such annual meeting
shall be held. Notice of such meeting need not be given. In the event such
annual meeting is not so held, the annual meeting of the Board of Directors may
be held at such place either within or without the State of Delaware, on such
date and at such time as shall be specified in a notice thereof given as
hereinafter provided in Section 7 of this Article III or in a waiver of notice
thereof signed by any director who chooses to waive the requirement of notice.

                  Section 6.      Regular Meetings. After the place and time
of regular meetings of the Board of Directors shall have been determined and
notice thereof shall have been once given to each member of the Board of
Directors, regular meeting may be held without further notice being given.

                  Section 7.      Special Meetings. Special meetings of the
Board of Directors may be called by the Chairman of the Board or the President
and shall be called by the Chairman of the Board or Secretary on the written
request of two directors. Notice of special meetings of the Board of Directors
shall be given to each director by delivered letter, telegram or by personal
communication either by telephone or otherwise, in each such case not later than
24 hours prior to the meeting or by mailed letter deposited in the United States
mail with postage thereon prepaid not later than the third day prior to the date
of the meeting.

                  Section 8.        Committees.  The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or

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more committees, each committee to consist of one or more of the directors of
the Corporation.  The Board may designate one or more directors as alternate
members of any committee, who may replace any absent of disqualified member at
any meeting of the committee. Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors 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 such; but no such committee shall have
the power or authority in reference to (1) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by
Delaware Law, the certificate of incorporation or any other provisions of these
by-laws to be submitted to stockholders for approval, (2) amending these by-laws
or (3) taking any other action which, pursuant to the certificate of
incorporation, required the vote of each Independent Director.  Each committee
shall keep regular minutes of its meetings and report the same to
the Board of Directors when required.

                  Section 9.      Action by Consent. Unless otherwise
restricted by the certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting, if all members of the
Board or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.

                  Section 10.     Telephonic Meetings. Unless otherwise
restricted by the certificate of incorporation or these by-laws, member of the
Board of Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or such committee, as the
case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

                  Section 11.     Resignation. Any director may resign at
any time by giving written notice to the Board of Directors or to the Secretary
of the Corporation. The resignation of any director shall take effect upon
receipt of notice thereof or at such later time as shall be specified in such
notice; and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

                  Section 12.     Vacancies. Unless otherwise provided in
the certificate of incorporation, vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director. Whenever the holders of any class or classes of
stock or series thereof are entitled to elect one or more directors by the
certificate of incorporation, vacancies and newly created directorships of such
class or classes or series may be filled by a majority of directors elected by
such class or classes or series thereof then in office, or by a sole remaining
director so elected. Each director so chosen shall hold office until his
successor is elected and qualified, or until his earlier death, resignation or


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removal. If there are no directors in office, then an election of directors may
be held in accordance with Delaware Law. Unless otherwise provided in the
certificate 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, subject to Section 2 of this Article III,
shall have the 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 as provided in the filling of other
vacancies.

                  Section 13.     Removal. Unless otherwise restricted by
Delaware Law or the certificate of incorporation, subject to Section 2 of this
Article III, any director or the entire Board of Directors may be removed, with
or without cause, at any time by the affirmative vote of the holders of a
majority of the outstanding capital stock of the Corporation entitled to vote
and the vacancies thus created may be filled in accordance with Section 12 of
this Articles III.

                  Section 14.       Compensation.  Unless otherwise restricted
by the certificate of incorporation or these by-laws, the Board of Directors
shall have authority to fix the compensation of directors, including fees and
reimbursement of expenses.

                                   ARTICLE IV

                                    OFFICERS

                  Section 1.     Principal Officers. The principal officers
of the Corporation shall be a Chairman of the Board, a President, one or more
Vice Presidents, a Treasurer and a Secretary who shall have the duty, among
other things, to record the proceedings of the meetings of stockholders and
directors in a book kept for that purpose. The Corporation may in its discretion
appoint. One person may hold the offices and perform the duties of any two or
more of said offices, except that no one person shall hold the offices and
perform the duties of Secretary, Chairman of the Board and President.

                  Section 2.     Election, Term of Office and Remuneration.
The principal officers of the Corporation shall be elected annually by the Board
of Directors at the annual meeting thereof. Each such officer shall hold office
until his successor is elected and qualified, or until his earlier death,
resignation or removal. The remuneration of all officers of the Corporation
shall be fixed by the Board of Directors. Any vacancy in any office shall be
filled in such manner as the Board of Directors shall determine.

                  Section 3.     Subordinate Officers.  In addition to the
principal officers enumerated in Section 1 of this Articles IV, the Corporation
may have one or more Assistant Treasurers, Assistant Secretaries and Assistant
Controllers and such other subordinate officers,


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agents and employees as the Board of Directors may deem necessary, each of whom
shall hold office for such period as the Board of Directors may from time to
time determine or until his earlier death, resignation or removal. The Board of
Directors may delegate to any principal officer the power to appoint and to
remove any such subordinate officers, agents or employees.

                  Section 4.      Removal.  Except as otherwise permitted with
respect to subordinate officers, any officer may be removed, with or without
cause, at any time, by resolution adopted by the Board of Directors.

                  Section 5.      Resignations. Any officer may resign at
any time by giving written notice to the Board of Directors (or to a principal
officer if the Board of Directors has delegated to such principal officer the
power to appoint and to remove such officer). The resignation of any officer
shall take effect upon receipt of notice thereof or at such later time as shall
be specified in such notice; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

                  Section 6.      Power and Duties. The officers of the
Corporation shall have such powers and perform such duties incident to each of
their respective offices and such other duties as may from time to time be
conferred upon or assigned to them by the Board of Directors.

                                    ARTICLE V

                        STOCK CERTIFICATES AND TRANSFERS

                  Section 1.      Certificate. Every holder of stock shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairman of the Board, if any, or the President or a Vice President, and by
the Secretary or an Assistant Secretary, or the Corporation, certifying the
number of shares owned by such stockholder in the Corporation. Any of or all the
signatures on the certificate may be facsimile. In case any officer, transfer
agent, or register who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if such officer, transfer agent or registrar continued
to be such at the date of issue.

                  Section 2.      Lost, Stolen or Destroyed Certificates;
Issuance of New Certificates. The Corporate may issue a new certificate for
stock in the place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or such stockholder's legal
representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or


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destruction of any such certificate or the issuance of such new certificate.

                  Section 3.      Transfers of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for stock
of the Corporation duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer or, if the relevant stock
certificate is claimed to have been lost, stolen or destroyed, upon compliance
with the provisions of Section 2 of this Article Five of these by-laws, and upon
payment of applicable taxes with respect to such transfer, and in compliance
with any restrictions on transfer applicable to such stock certificate or the
shares represented thereby of which the Corporation shall have notice and
subject to such rules and regulations as the Board of Directors may from time to
time deem advisable concerning the transfer and registration of stock
certificates, the Corporation shall issue a new certificate or certificates for
such stock to the person entitled thereto, cancel the old certificate and record
the transaction upon its books. Transfers of stock shall be made only on the
books of the Corporation by the registered holder thereof or by such holder's
attorney or successor duly authorized as evidenced by documents filed with the
Secretary or transfer agent of the Corporation. Whenever any transfer of stock
shall be made for collateral security, and not absolutely, it shall be so
expressed in the entry of transfer if, when the certificate or certificates
representing such stock are presented to the Corporation for transfer, both the
transferor and transferee request the Corporation to do so.

                  Section 4.      Stockholders of Record. The Corporation
shall be entitled to treat the holder of record of any stock of the Corporation
as the holder thereof and shall not be bound to recognize any equitable or other
claim to or interest in such stock on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise required
by Delaware Law.

                                   ARTICLE VI

                               GENERAL PROVISIONS

                  Section 1.      Fixing the Record Date. (a) In order that
the Corporation may determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than 60 nor less than 10 days
before the date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the closed of business on the
business day immediately preceding the day on which notice is given, or, if
notice is waived, at the close of business on the business day immediately
preceding the day on which the meeting is held. A determination of stockholders
of record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of


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the meeting; provided that the Board of Directors may fix a new record date for
the adjourned meeting.

                  (b)     In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which date shall not be more than 10 days after
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. If no record date has been fixed by the Board of Directors,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by Delaware Law, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in Delaware,
its principal place of business, or an officer or agent of the Corporation
having custody of the book in which proceedings of meeting of stockholders are
recorded. Delivery made to the Corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by Delaware Law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action.

                  (c)     In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled 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 of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than 60 days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

                  Section 2.      Dividends. Subject to limitations
contained in Delaware Law and the certificate of incorporation, the Board of
Directors may declare and pay dividends upon the shares of capital stock of the
Corporation, which dividends may be paid either in cash, in property or in
shares of the capital stock of the Corporation.

                  Section 3.      Fiscal Year.  The fiscal year of the
Corporation shall commence on January 1 and end on December 31 of each year.


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                  Section 4.      Corporate Seal. The Corporation may have a
corporate seal, which have inscribed thereon the name of the Corporation, the
year of its organization and the words "Corporate Seal, Delaware". The seal may
be used by causing it or a facsimile thereof to be impressed, affixed or
otherwise reproduced.

                  Section 5.      Voting of Stock Owned by the Corporation.
The Board of Directors may authorize any person, on behalf of the Corporation,
to attend, vote at and grant proxies to be used at any meeting of stockholders
of any corporation (except this Corporation) in which the Corporation may hold
stock.

                  Section 6.      Amendments. These by-laws or any of them,
may be altered, amended or repealed, or new by-laws may be made, by the
stockholders entitled to vote thereon or by the Board of Directors when such
power is conferred upon the Board of Directors by the certificate of
incorporation, at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
by-laws by contained in the notice of such special meeting; provided, however,
that any such alteration, amendment or repeal that relates to or affects in any
way the criteria for, qualifications of, or requirement that the Corporation
maintain at least one Independent Director must receive the prior affirmative
vote or written consent of each Independent Director.





















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