EXHIBIT 3(i)

                     Bylaws of CRIIMI MAE Management, Inc.




                                    Exhibit A

                                     BYLAWS

                                       OF

                           CRIIMI MAE MANAGEMENT, INC.


                                    ARTICLE I

                                     OFFICES

     Section 1.01.  Registered Office.  The registered office of CRIIMI MAE
Management, Inc. (hereinafter referred to as the "corporation") shall be in the
City of Rockville, County of Montgomery, State of Maryland.  The name of the
registered agent is CRICO Services Corporation.

     Section 1.02.  Additional Offices.  The corporation may also have offices
at such other places, both within and without the State of Maryland, as the
Board of Directors may from time to time determine or as the business of the
corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     Section 2.01.  Time and Place.  All meetings of stockholders for the
election of directors shall be held at such time and place, either within or
without the State of Maryland, as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice of the meeting.  Meetings of stockholders for any other purpose
may be held at such time and place either within or without the State of
Maryland as shall be stated in the notice of the meeting or in a duly executed
waiver of notice of the meeting.

     Section 2.02.  Annual Meeting.  Annual meetings of stockholders shall be
held for the purpose of electing a board of directors and transacting such other
business as may properly be brought before the meeting.

     Section 2.03.  Notice of Annual Meeting.  Written notice of the annual
meeting, stating the place, date and time of such annual meeting, shall be given
to each stockholder entitled to vote at such meeting not less than ten (10)
(unless a longer period is required by law) nor more than fifty (50) days prior
to the meeting.

     Section 2.04.  Special Meeting.  Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the Chairperson of the Board, if
any, or if the Chairperson is not present (or, if there is none), by the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors, or at the request in writing of
the stockholders owning a majority of the shares of capital stock of the
corporation issued and outstanding and entitled to vote.  Such request shall
state the purpose or purposes of the proposed meeting.  The person calling such
meeting shall cause notice of the meeting to be given in accordance with the
provisions of Section 2.05 of this Article II and of Article V.

     Section 2.05.  Notice of Special Meeting.  Written notice of a special
meeting, stating the place, date and time of such special meeting and the
purpose or purposes for which the meeting is called, shall be given to each
stockholder not less than ten (10) (unless a longer period is required by law)
nor more than fifty (50) days prior to the meeting.

     Section 2.06.  List of Stockholders.  The officer in charge of the stock
ledger of the corporation or the transfer agent shall prepare and make, at least
ten (10) days before every meeting of stockholders, a complete list of the 
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder.  Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of a least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held.  The list shall also be produced and kept
at the time and place of the meeting during the whole time of the meeting and
may be inspected by any stockholder who is present.

     Section 2.07.  Presiding Officer.  Meetings of stockholders shall be
presided over by the Chairperson of the Board, if any, or if the Chairperson is
not present (or, if there is none), by the President, or, if the President is
not present, by a Vice President, or, if a Vice President is not present, by
such person who may have been chosen by the Board of Directors, or, if none of
such persons is present, by a chairperson to be chosen by the stockholders
owning a majority of the shares of capital stock of the corporation issued and
outstanding and entitled to vote at the meeting and who are present in person or
represented by proxy.  The Secretary of the corporation, or, if the Secretary is
not present, an Assistant Secretary, or, if an Assistant Secretary is not
present, such person as may be chosen by the Board of Directors, shall act as
secretary of meetings of stockholders, or, if none of such persons is present,
the stockholders owning a majority of the shares of capital stock of the
corporation issued and outstanding and entitled to vote at the meeting and who
are present in person or represented by proxy shall choose any person present to
act as secretary of the meeting.

     Section 2.08.  Quorum and Adjournments.  The holders of a majority of the
shares of capital stock of the corporation issued and outstanding and entitled
to vote at stockholders meetings shall constitute a quorum for the transaction
of business at all meetings of the stockholders, except as otherwise provided by
statute or by the certificate of incorporation.  The stockholders present at a
duly organized meeting may continue to do business until final adjournment of
such meeting whether on the same day or on a later day, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.  If a meeting
cannot be organized because a quorum has not attended, those present in person
or represented by proxy may adjourn the meeting from time to time, without
notice of the adjourned meeting if the time and place of the adjourned meeting
are announced at the meeting at which the adjournment is taken, until a quorum
shall be present or represented.  Even if a quorum shall be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote at such meeting, present in person or represented by proxy, may adjourn the
meeting from time to time without notice of the adjourned meeting if the time
and place of the adjourned meeting are announced at the meeting at which the
adjournment is taken, until a date which is not more than thirty (30) days after
the date of the original meeting.  At any adjourned meeting at which a quorum is
present in person or represented by proxy, any business may be transacted which
might have been transacted at the meeting as originally called.  If the
adjournment is for more than thirty (30) days, or if 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 such
meeting.

     Section 2.09.  Voting.

     (a)  At any meeting of stockholders, every stockholder having the right to
vote shall be entitled to vote in person or by proxy, but no such proxy shall be
voted or acted upon after three (3) years from its date, unless the proxy
provides for a longer period.  Except as otherwise provided by law or the
certificate of incorporation, each stockholder of record shall be entitled to
one (1) vote for each share of capital stock registered in his name on the books
of the corporation.

     (b)  At a meeting at which a quorum is present, all elections of directors
shall be determined by a plurality vote, and, except as otherwise provided by 
law or the certificate of incorporation, all other matters shall be determined
by a vote of a majority of the shares present in person or represented by proxy
and voting on such other matters.

     Section 2.10.  Consent.  Unless otherwise provided in the certificate of
incorporation, any action required or permitted by law or the certificate of
incorporation to be taken at any meeting of the stockholders may be taken
without a meeting, without prior notice and without a vote, if a written
consent, setting forth the action so taken, shall be signed by the holders of
all of the outstanding stock.  Such written consent shall be filed with the
minutes of meetings of stockholders.  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 so consented in writing.

                                   ARTICLE III

                                    DIRECTORS

     Section 3.01.  Number and Tenure.  There shall be such number of directors,
not less than one (1), as shall from time to time be fixed by the Board pursuant
to a resolution adopted by a majority of the total number of authorized
directors.  The directors shall be elected at the annual meeting of the
stockholders, except for initial directors named in the certificate of
incorporation and except as provided in Section 3.02 of this Article, and each
director elected shall hold office until his successor is elected and shall
qualify.  Directors need not be stockholders.

     Section 3.02.  Vacancies.  If any vacancies occur in the Board of
Directors, or if any new directorships are created, they shall be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director.  Each director so chosen shall hold office until the
next annual election of directors and until his successor is duly elected and
shall qualify.  If there are no directors in office, any officer or stockholder
may call a special meeting of stockholders in accordance with the provisions of
the certificate of incorporation or these bylaws, at which meeting such
vacancies shall be filled.

     Section 3.03.  Resignation.  Any director may resign at any time by giving
written notice to the Chairperson of the Board, the President or the Secretary
of the corporation, or, in the absence of all of the foregoing, by notice to any
other director or officer of the corporation.  Unless otherwise specified in
such written notice, a resignation shall take effect upon delivery to the
designated director or officer.  It shall not be necessary for a resignation to
be accepted before it becomes effective.

     Section 3.04.  Place of Meetings.  The Board of Directors may hold
meetings, both regular and special, either within or without the State of
Maryland.

     Section 3.05.  Annual Meeting.  Unless otherwise agreed by the newly
elected directors, the annual meeting of each newly elected Board of Directors
shall be held immediately following the annual meeting of stockholders, and no
notice of such meeting to either incumbent or newly elected directors shall be
necessary.

     Section 3.06.  Regular Meetings.  Regular meetings of the Board of
Directors may be held without notice, at such time and place as may from time to
time be determined by the Board of Directors.

     Section 3.07.  Special Meetings.  Special meetings of the Board of
Directors may be called by the Chairperson of the Board or the President on two
(2) days' notice to each director, if such notice is delivered personally or
sent by telegram, or on five (5) days' notice if sent by mail.  Special meetings
shall be called by the Chairperson of the Board or the President in like manner
and on like notice on the written request of one-half or more of the number of
directors then in office.  The purpose of a special meeting of the Board of 
Directors need not be stated in the notice of such meeting.

     Section 3.08.  Quorum and Adjournments.  Unless otherwise provided by the
certificate of incorporation, at all meetings of the Board of Directors,
one-half of the total number of directors then in office shall constitute a
quorum for the transaction of business; provided, however, that when the Board
consists of one (1) director, then one (1) director shall constitute a quorum
and when the Board consists of two (2) or three (3) directors, then two (2)
directors shall constitute a quorum.  If a quorum is not present at any meeting
of the Board of Directors, the directors present may adjourn the meeting, from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.

     Section 3.09.  Presiding Officer.  Meetings of the Board of Directors shall
be presided over by the Chairperson of the Board, if any, or, if the Chairperson
is not present (or if there is none), by the President, or, if the President is
not present, by such person as the Board may appoint for the purpose of
presiding at the meeting from which the President is absent.

     Section 3.10   Books of Account, Reports and Records.  A member of the
Board of Directors, or a member of any committee designated by the Board of
Directors shall, in the performance of his duties, be fully protected in relying
in good faith upon the books of account or reports made to the corporation by
any of its officers, or by an independent certified public accountant, or by an
appraiser selected with reasonable care by the Board of Directors or by any such
committee, or in relying in good faith upon other records of the corporation.

     Section 3.11.  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 3.12.  Telephone Meetings.  Members 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 any committee, 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.

                                   ARTICLE IV

                                   COMMITTEES

     Section 4.01.  Committees of Directors.  The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one (1) or more
committees, each committee to consist of one (1) or more of the directors of the
corporation.  The Board of Directors may designate two (2) or more persons who
are not directors as additional members of any committee, but such persons shall
be non-voting members of such committee.  In the absence or disqualification of
a member of a committee, the member or members of the committee present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member.  Any such committee, to the extent permitted by law and 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 it; but no
such committee shall have the power or authority to amend the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors, fix any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation), adopt an agreement of
merger or consolidation, recommend to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommend to the stockholders a dissolution of the corporation or a revocation
of a dissolution, elect or remove officers or directors, or amend the by-laws of
the corporation.  Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors.

     Section 4.02.  Minutes of Committee Meetings.  Unless otherwise provided in
the resolution of the Board of Directors establishing such committee, each
committee shall keep minutes of action taken by it and file the same with the
Secretary of the corporation.

     Section 4.03.  Quorum.  A majority of the number of directors constituting
any committee shall constitute a quorum for the transaction of business, and the
affirmative vote of such directors present at the meeting shall be required for
any action of the committee.

     Section 4.04.  Vacancies, Changes, and Discharge. The Board of Directors
shall have the power at any time to fill vacancies in, to change the membership
of, and to discharge any committee.

     Section 4.05.  Compensation.  The Board of Directors, by the affirmative
vote of a majority of the directors then in office and irrespective of the
personal interest of any director, shall have authority to establish reasonable
compensation for committee members for their services as such and may, in
addition, authorize reimbursement of any reasonable expenses incurred by
committee members in connection with their duties. 

                                    ARTICLE V

                                     NOTICES

     Section 5.01.  Form and Delivery.

          (a)  Whenever, under the provisions of law, the certificate of
incorporation or these by-laws, notice is required to be given to any
stockholder, it shall not be construed to mean personal notice unless otherwise
specifically provided, but such notice may be given in writing, by mail,
addressed to such stockholder, at his address as it appears on the records of
the corporation.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, with postage prepaid.

          (b)  Whenever, under the provisions of law, the certificate of
incorporation, or these by-laws, notice is required to be given to any director,
it shall not be construed to mean personal notice unless otherwise specifically
provided, but such notice may be given in writing, by mail, addressed to such
director at the usual place of residence or business of such director as in the
discretion of the person giving such notice will be likely to be received most
expeditiously by such director.  If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, with postage prepaid. 
Notice to a director may also be given personally or be sent to such address.

     Section 5.02.  Waiver.  Whenever any notice is required to be given under
the provisions of law, the certificate of incorporation or these by-laws, a
written waiver of notice, signed by the person or persons entitled to said
notice, whether before or after the time for the meeting stated in such notice,
shall be deemed equivalent to such notice.

                                   ARTICLE VI

                                    OFFICERS

     Section 6.01.  Designations.  The officers of the corporation shall be
chosen by the Board of Directors and shall be a President and a Secretary.  The
Board of Directors may also choose a Chairperson of the Board, a Vice President
or Vice Presidents, a Treasurer, one (1) or more Assistant Secretaries and one
(1) or more Assistant Treasurers and other officers and agents as it shall deem
necessary or appropriate.  All officers and agents of the corporation shall
exercise such powers and perform such duties as shall from time to time be
determined by the Board of Directors.

     Section 6.02.  Term of Office and Removal.  The Board of Directors at its
annual meeting after each annual meeting of stockholders or at a meeting called
for that purpose shall choose officers and agents, if any, in accordance with
the provisions of Section 6.01.  Each officer of the corporation shall hold
office until his successor is elected and shall qualify.  Any officer or agent
elected or appointed by the Board of Directors may be removed, with or without
cause, at any time by the affirmative vote of a majority of the directors then
in office.  Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise, may be filled for the unexpired portion of
the term by the Board of Directors.

     Section 6.03.  Compensation.  The salaries of all officers and agents, if
any, of the corporation shall be fixed from time to time by the Board of
Directors, and no officer or agent shall be prevented from receiving such salary
by reason of the fact that he is also a director of the corporation.

     Section 6.04.  The Chairperson of the Board and the President.

     (a)  The Chairperson of the Board shall be the chief executive officer of
the corporation.  If there is no Chairperson of the Board, the President shall
be the chief executive officer of the corporation.  The duties of the
Chairperson of the Board, and of the President at the direction of the
Chairperson of the Board or if there is no Chairperson of the Board, shall be 
the following:

          (i)  Subject to the direction of the Board of Directors, to have
     general charge of the business, affairs and property of the corporation and
     general supervision over its other officers and agents and, in general, to
     perform all duties incident to the office of Chairperson of the Board (or
     President, as the case may be) and to see that all orders and resolutions
     of the Board of Directors are carried into  effect.

          (ii)  Unless otherwise prescribed by the Board of Directors, to have
     full power and authority on behalf of the corporation to attend, act and
     vote at any meeting of security holders of other corporations in which the
     corporation may hold securities.  At such meeting the Chairperson of the
     Board (or the President, as the case may be) shall possess and may exercise
     any and all rights and powers incident to the ownership of such securities
     which the corporation might have possessed and exercised if it had been
     present.  The Board of Directors may from time to time confer like powers
     upon any other person or persons.

          (iii)  To preside over meetings of the stockholders and of the Board
     of Directors, to call special meetings of stockholders, to be an ex officio
     member of all committees of the Board, and to have such other duties as may
     from time to time be prescribed by the Board of Directors.

     (b)  When the position of Chairperson is held by a man, the title shall be
read Chairman; and when held by a woman, read to be Chairwoman.

     Section 6.05.  The Vice President.  The Vice President, if any (or in the
event there be more than one (1), the Vice Presidents in the order designated,
or in the absence of any designation, in the order of their election), shall, in
the absence of the President or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the President and shall generally
assist the President and perform such other duties and have such other powers as
may from time to time be prescribed by the Board of Directors.

     Section 6.06.  The Secretary.  The Secretary shall attend all meetings of
the Board of Directors and all meetings of stockholders and record all votes and
the proceedings of the meetings in a book to be kept for that purpose and shall
perform like duties for any committees of the Board of Directors, if requested
by such committee.  He shall give, or cause to be given, notice of all meetings
of stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may from time to time be prescribed by the Board of
Directors, the Chairperson of the Board or the President, under whose
supervision he shall act.  He shall have custody of the seal of the corporation,
and he, or an Assistant Secretary, shall have authority to affix the same to any
instrument requiring it, and, when so affixed, the seal may be attested by his
signature or by the signature of such Assistant Secretary.  The Board of
Directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing of the seal by his signature.

     Section 6.07.  The Assistant Secretary.  The Assistant Secretary, if any
(or in the event there be more than one (1), the Assistant Secretaries in the
order designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as may
from time to time be prescribed by the Board of Directors.

     Section 6.08.  The Treasurer.  The Treasurer, if any, shall have the
custody of the corporate funds and other valuable effects, including securities,
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories as
may from time to time be designated by the Board of Directors.  He shall
disburse the funds of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to 
the Chairperson of the Board, the President and the Board of Directors, at
regular meetings of the Board, or whenever they may require it, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.

     Section 6.09.  The Assistant Treasurer.  The Assistant Treasurer, if any
(or in the event there be more than one (1)) the Assistant Treasurers in the
order designated, or in the absence of any designation, in the order of their
election), shall, in the absence of the Treasurer or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as may
from time to time be prescribed by the Board of Directors.

     Section 6.10.  Transfer of Authority.  In case of the absence of any
officer or for any other reason that the Board of Directors deems sufficient,
the Board of Directors may transfer the powers or duties of that officer to any
other officer or to any director or employee of the corporation, provided a
majority of the full Board of Directors concurs. 

                                   ARTICLE VII

                               STOCK CERTIFICATES

     Section 7.01.  Form and Signatures.  Every holder of stock in the
corporation shall be entitled to have a certificate, signed by or in the name of
the corporation, by the Chairperson of the Board, the President or a Vice
President and the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the corporation, certifying the number and class (and
series, if any) of shares owned by him, and bearing the seal of the corporation.
Such seal and any or all of the signatures on the certificate may be a
facsimile.  In case any officer, transfer agent, or registrar 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 he were
such officer, transfer agent, or registrar at the date of issue.

     Section 7.02.  Registration of Transfer.  Upon surrender to the corporation
or any transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation or its transfer
agent to issue a new certificate to the person entitled thereto, to cancel the
old certificate and to record the transaction upon its books.

     Section 7.03.  Registered Stockholders.  Except as otherwise provided by
law, the corporation shall be entitled to recognize the exclusive right of a
person who is registered on its books as the owner of shares of its capital
stock to receive dividends or other distributions and to vote as such owner, a
person who is registered on its books as the owner of shares of its capital
stock.  The corporation shall not be bound to recognize any equitable, legal, or
other claim to or interest in such share or shares on the part of any other
person whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

Section 7.04.  Issuance of Certificate.  No certificate shall be issued for any
share until (i) consideration for such share in the form of cash, services
rendered, personal or real property, leases of real property or a combination
thereof in an amount not less than the par value or stated capital of such share
has been received by the corporation and (ii) the corporation has received a
binding obligation of the subscriber or purchaser to pay the balance, if any, of
the subscription or purchase price.

     Section 7.05.  Lost, Stolen or Destroyed Certificates.  The Board of
Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen, or destroyed.  When authorizing
such issue of a new certificate, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate, or his legal representative, to advertise
the same in such manner as it shall require, and to give the corporation a bond
in such sum, or other security in such form as it may direct, as indemnity
against any claim that may be made against the corporation on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

                                  ARTICLE VIII

               INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS 

     Section 8.01.  (a)  Right to Indemnification.  Each person who was or is
made a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative, arbitrative
or investigative ("Proceeding"), by reason of the fact that he, or a person of
whom he is the legal representative, is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a 
director, officer, employee or agent of another corporation or of a partnership,
trust or other enterprise, including service with respect to an employee benefit
plan, whether the basis of such Proceeding is alleged action in an official
capacity as a director, officer, employee or agent or in any other capacity
while serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the corporation to the fullest extent permitted by the
Maryland General Corporation Law, as the same exists or hereafter may be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification rights than said Law
permitted the corporation to provide prior to such amendment) against all
expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith.  Such
right shall include the right to be paid by the corporation expenses incurred in
defending any such Proceeding in advance of its final disposition; provided,
however, that the payment of such expenses incurred by a director or officer in
his capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of such Proceeding, shall be made only upon delivery to
the corporation of an undertaking by or on behalf of such director or officer to
repay all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this section or
otherwise.  

           (b)  Right of Claimant to Bring Suit.  If a claim under paragraph (a)
of this article is not paid in full by the corporation within 90 days after a
written claim has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim.  It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending a Proceeding in advance of its final disposition where the
required undertaking has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the Maryland
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation.  Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the Maryland General Corporation Law, nor an
actual determination by the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant had not met
such applicable standard of conduct, shall be a defense to the action or create
a presumption that claimant had not met the applicable standard of conduct.

          (c)  Non-Exclusivity of Rights.  The rights conferred on a person by
paragraphs (a) and (b) of this article shall not be exclusive of any other right
which such person may have or hereafter acquire under any statute, provision of
the certificate of incorporation, by-laws, agreement, vote of stockholders or
disinterested directors or otherwise.

          (d)  Insurance.  The corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, trust or other enterprise
against any such expense, liability or loss, whether or not the corporation
would have the power to indemnify such person against such expense, liability or
loss under the Maryland General Corporation Law.

                                    ARTICLE IX

                                GENERAL PROVISIONS

               Section 9.01.  Fiscal Year.  The fiscal year of the
          corporation shall be as determined from time to time by the
          Board of Directors.

               Section 9.02.  Seal.  The corporate seal shall have
          inscribed thereon the name of the corporation, the year of its
          incorporation and the words "Corporate Seal" and "Maryland."

                                     ARTICLE X

                                    AMENDMENTS

               Section 10.01.  These by-laws may be altered, amended or
          repealed or new by-laws may be adopted by the stockholders or
          by the Board of Directors, to the extent that 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
          proposed alteration, amendment, repeal or adoption of new
          by-laws be contained in the notice of such special meeting.



                                        By:  /s/ Susan B. Railey
                                             -------------------
                                             Assistant Secretary <PAGE>