EXHIBIT 3(l)

            Third Amendment to Agreement of Limited Partnership of
                    CRI/AIM Investment Limited Partnership 






                                 THIRD AMENDMENT
                                       TO
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                     CRI/AIM INVESTMENT LIMITED PARTNERSHIP



     This THIRD AMENDMENT  (the "Third Amendment") is entered into effective as
of 11:58 p.m. on June 30, 1995 by and between C.R.I., Inc., a Delaware
corporation ("CRI" or "Withdrawing General Partner"), CRIIMI MAE Inc., a
Delaware corporation ("CRIIMI") and CRI Acquisition, Inc., a Maryland
corporation ("CRI Acquisition" or "Substitute General Partner").

                                    RECITALS

1.   CRI is the General Partner of CRI/AIM Investment Limited Partnership (the
"Partnership").  CRIIMI is the Limited Partner in the Partnership.

2.   The Agreement of Limited Partnership for the Partnership was entered into
as of March 1, 1991.  A First Amendment to Agreement of Limited Partnership of
the Partnership was entered into as of June 1, 1993.  A Second Amendment to
Agreement of Limited Partnership of the Partnership was entered into as of
August 31, 1993.  (The Agreement of Limited Partnership, First Amendment thereto
and Second Amendment thereto are hereinafter referred to collectively as the
"Partnership Agreement".)

3.   CRI desires to withdraw as General Partner of the Partnership and transfer
its General Partner interest to CRI Acquisition as Substitute General Partner
and CRIIMI has consented to such transfer.

     NOW, THEREFORE, in consideration of the recitals and the mutual covenants
and agreements hereinafter set forth, the parties have agreed to modify the
terms of the Partnership Agreement as follows:

1.   CRI hereby withdraws as general partner of the Partnership and CRI
Acquisition is admitted as Substitute General Partner and agrees to assume all
obligations of the General Partner under the Partnership Agreement and to be
bound by the terms thereof.  In connection therewith the first half of the table
in Paragraph 6(a) of the Partnership Agreement is amended as follows:

NAME AND ADDRESS         PERCENTAGE     CAPITAL
                         INTEREST       COMMITMENT

CRI Acquisition, Inc.         50%       $1,100,000.00
The CRI Building
11200 Rockville Pike
Rockville, MD  20852

3.   Except as specifically set forth in this Third Amendment, all terms of the
Partnership Agreement shall remain in full force and effect as written.

     IN WITNESS WHEREOF, CRI, CRIIMI  and CRI Acquisition have executed this
Third Amendment as of the day and year first above written.

                              WITHDRAWING GENERAL PARTNER:

                                   C.R.I., Inc.

                                   By: /s/ H. William Willoughby
                                       -------------------------
                                   Its: President

                              GENERAL PARTNER:

                                   CRI Acquisition, Inc. 

                                   By: /s/ H. William Willoughby
                                       -------------------------
                                   Its: President

                              LIMITED PARTNER:

                                   CRIIMI MAE Inc.

                                   By: /s/ H. William Willoughby
                                       -------------------------
                                   Its: President <PAGE>