EXHIBIT 3(t)


                                FOURTH AMENDMENT
                                       TO
                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                     CRIIMI MAE SERVICES LIMITED PARTNERSHIP


     This Fourth  Amendment to the Limited  Partnership  Agreement of CRIIMI MAE
Services  Limited  Partnership  is made and entered into as of March 9, 2001, by
and among CRIIMI MAE Services,  Inc., a Maryland close  corporation,  CRIIMI MAE
Management,  Inc., a Maryland  corporation  and CMSLP Holding  Company,  Inc., a
Maryland corporation.


                                    RECITALS


     WHEREAS,  on  March  14,  1995  CRIIMI  MAE  Management,  Inc.  executed  a
Certificate  of Limited  Partnership  (the  "Certificate")  for the formation of
CRIIMI MAE Services  Limited  Partnership  (the  "Partnership")  pursuant to the
terms of the Maryland Revised Uniform Limited Partnership Act, as amended, which
certificate  was  subsequently  filed  with the  Maryland  State  Department  of
Assessments and Taxation on March 17, 1995;

     WHEREAS  FURTHER,  as of June 1, 1995 CRIIMI MAE Services,  Inc. and CRIIMI
MAE  Management,  Inc.  executed  an  Agreement  of Limited  Partnership  of the
Partnership (the "Original Agreement");

     WHEREAS  FURTHER,  as of December  31, 1995 CRIIMI MAE  Services,  Inc. and
CRIIMI  MAE  Management,  Inc.  executed  the First  Amendment  to the  Original
Agreement (the "First Amendment");

     WHEREAS FURTHER, as of January 2, 1997 CRIIMI MAE Services, Inc. and CRIIMI
MAE Management,  Inc.  executed the Second  Amendment to the Original  Agreement
(the "Second Amendment");

     WHEREAS  FURTHER,  as of December  31, 1997 CRIIMI MAE  Services,  Inc. and
CRIIMI  MAE  Management,  Inc.  executed  the Third  Amendment  to the  Original
Agreement (the "Third  Amendment," and the Original  Agreement as amended by the
First  Amendment,  the Second  Amendment and the Third  Amendment,  the "Limited
Partnership Agreement"); and

     WHEREAS  FURTHER,  the parties  hereto now desire to enter into this Fourth
Amendment to the Limited Partnership Agreement to amend the terms of the Limited
Partnership Agreement to reflect the following:


<PAGE>


     1. The sale by CRIIMI MAE  Management,  Inc. of its  seventy-three  percent
(73%) interest in the  Partnership to CMSLP Holding  Company,  Inc. for good and
valuable consideration and

     2. The  admission of CMSLP  Holding  Company,  Inc. as a successor  Limited
Partner to CRIIMI MAE Management, Inc. by the Partnership.

     3. The withdrawal of CRIIMI MAE Management,  Inc. from the Partnership,  in
accordance   with  Section   8.2(d)  of  the  Limited   Partnership   Agreement,
concurrently  with the sale of its  seventy-three  percent (73%) interest in the
Partnership to CMSLP Holding Company, Inc.


                                    AGREEMENT

     NOW, THEREFORE,  in consideration of the foregoing,  and mutual promises of
the parties hereto and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,  the parties hereby agree to amend
the terms of the Limited Partnership Agreement as follows:

     1. CRIIMI MAE  Management,  Inc. is hereby removed as a Limited  Partner of
the  Partnership,  ceasing  to be a  Partner  for all  purposes.  CMSLP  Holding
Company,  Inc. is hereby substituted in lieu thereof as a Limited Partner of the
Partnership.

     2. Article VIII of the Limited  Partnership  Agreement is hereby amended by
adding the following Section 8.4:

                  Section 8.4. Related Matters. Upon any admission of a new
                  Limited Partner, withdrawal of a Partner or assignment of a
                  Partnership Interest pursuant to this Article VIII, Exhibit C
                  hereto shall be updated to reflect the date as of which such
                  Exhibit C is amended as required by this Section 8.4 and to
                  reflect the names, addresses and Partnership Interests of all
                  Partners.

     3. All  references to Exhibit A in Section 11.8 of the Limited  Partnership
Agreement are hereby replaced with references to Exhibit C.

     4.  Except  as  amended  hereby,  all of  the  provisions  of  the  Limited
Partnership Agreement shall remain in full force and effect.


                    [The next page is the signature page]

<PAGE>

     IN WITNESS  WHEREOF,  this  Fourth  Amendment  to the  Limited  Partnership
Agreement is executed as of the date first written above.  This Fourth Amendment
may be executed in more than one  counterpart,  each of which shall be deemed an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.


                                            CRIIMI MAE SERVICES, INC.



                                            /s/William B. Dockser
                                            --------------------------------
                                            Name:  William B. Dockser
                                            Title: Chairman


                                            CRIIMI MAE MANAGEMENT, INC.



                                            /s/H. William Willoughby
                                            --------------------------------
                                            Name:  H. William Willoughby
                                            Title: President



                                            CMSLP HOLDING COMPANY, INC.



                                            /s/David B. Iannarone
                                            --------------------------------
                                            Name:  David B. Iannarone
                                            Title:  Executive Vice President



<PAGE>



                                    EXHIBIT C

                              PARTNERSHIP INTERESTS

                               AS OF MARCH 9, 2001

                                                     Partnership
Name and Address                                       Interest
----------------                                     -----------

General Partner:
---------------
CRIIMI MAE Services, Inc.                                27%
11200 Rockville Pike
Rockville, Maryland  20852
Attention: President

     with a copy to:
     Office of General Counsel
     CRIIMI MAE Inc.
     11200 Rockville Pike
     Rockville, Maryland  20852
     Attention: General Counsel

Limited Partner:
---------------

CMSLP Holding Company, Inc.                              73%
11200 Rockville Pike
Rockville, Maryland  20852
Attention: President

     with a copy to:
     Office of General Counsel
     CRIIMI MAE Inc.
     11200 Rockville Pike
     Rockville, Maryland  20852
     Attention: General Counsel