EXHIBIT 3(h)

                          CERTIFICATE OF INCORPORATION

                                       OF

                              CRIIMI MAE CMBS CORP.


                     Pursuant to the General Corporation Law
                            of the State of Delaware


                  FIRST:  The name of the Corporation is CRIIMI MAE CMBS Corp.
(hereinafter called the "Corporation").

                  SECOND: The registered office of the Corporation in the State
of Delaware is located at Corporation Trust Center, 1209 Orange Street,
Wilmington, County of New Castle, Delaware 19801. The name and address of the
Corporation's registered agent is The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

                  THIRD:  The nature of the business or purposes to be conducted
or promoted by the Corporation are:

(a)      to acquire, own, hold, sell, deliver, receive, transfer, assign,
         pledge, finance, refinance, reinvest any distributions or payments on,
         and otherwise deal with, and to form and comparably deal with pools of:

                           (i)  "fully modified pass-through" certificates
                  ("GNMA Certificates") issued and guaranteed as to timely
                  payment of principal and interest by the Government National
                  Mortgage Association ("GNMA"), a wholly-owned corporate
                  instrumentality of the United States within the Department of
                  Housing and Urban Development organized and existing under
                  Title III of the National Housing Act of 1934;

                           (ii) Guaranteed Mortgage Pass-Through
                  Certificates ("FNMA Certificates") issued and guaranteed as to
                  timely payment of principal and interest by the Federal
                  National Mortgage Association ("FNMA"), a federally chartered,
                  privately owned corporate instrumentality of the United States
                  organized and existing under the Federal National Mortgage
                  Association Charter Act;

                           (iii) Mortgage Participation Certificates
                  ("FHLMC Certificates") issued and guaranteed as to timely
                  payment of interest and ultimate or full payment of principal
                  by the Federal Home Loan Mortgage Corporation ("FHLMC"), a


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                  federally chartered instrumentality of the United States
                  organized and existing under Title III of the Emergency Home
                  Finance Act of 1970;

                           (iv)  Guaranteed Agricultural Mortgage-Backed
                  Securities ("FAMC Certificates") guaranteed as to timely
                  payment of principal and interest by the Federal Agricultural
                  Mortgage Corporation ("FAMC"), a federally chartered
                  instrumentality of the United State organized and existing
                  under Title VIII of the Farm Credit Act of 1971;

                           (v)  any other participation certificates,
                  pass-through certificates or other obligations or interests
                  backed directly or indirectly by mortgage loans and issued or
                  guaranteed by GNMA, FNMA, FHLMC or FAMC (collectively with the
                  GNMA Certificates, FNMA Certificates, FHLMC and FAMC
                  Certificates, the "Agency Securities");

                           (vi)  mortgage-backed securities, which
                  securities need not be issued or guaranteed, in whole or in
                  part, by any governmental entity, issued by one or more
                  private entities (hereinafter referred to as "Private
                  Securities");

                           (vii)  mortgage loans secured by first, second or
                  more junior liens on (A) one-to four-family residential
                  properties, (B) multifamily properties that are either rental
                  or cooperative apartment buildings or projects containing
                  multiple residential units or that are manufactured housing
                  communities, (C) commercial properties, (D) mixed commercial
                  and residential properties or (E) leasehold interests in any
                  of the foregoing, regardless of whether insured or guaranteed
                  in whole or in part by any governmental entity, participation
                  interests or stripped interests in such mortgage loans
                  ("Mortgage Loans");

                           (viii) conditional sales contracts and
                  installment sales or loan agreements or participation
                  interests therein secured by manufactured housing
                  ("Contracts"); and

                           (xi)  receivables of third-parties or other
                  financial assets of third-parties, either fixed or revolving,
                  that by their terms convert into cash within a finite time
                  period ("Other Assets" and, together with Agency Securities,
                  Private Securities, Mortgage Loans and Contracts, "Financial
                  Assets");

                  (b)  to loan the funds of the Corporation to any person
         under loan agreements and other arrangements which are secured by
         Agency Securities, Private Securities, Mortgage Loans, Contracts and/or
         Other Assets;

                                          -2-


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                  (c)  to issue, acquire, own, hold, sell, deliver,
         receive, transfer assign, lend, borrower, pledge, finance, refinance,
         reinvest any distributions or payments on and otherwise deal with, and
         to form and comparably deal with pools of , (i) bonds, note or other
         evidence of indebtedness ("Debt Interests") that are directly or
         indirectly secured or collateralized by one or more Financial Assets,
         (ii) shares, pass-through certificates, participation certificates,
         trust securities or like instruments or interests ("Equity Interests")
         that directly or indirectly evidence interests in one or more Financial
         Assets; (iii) Debt Interests secured or collateralized directly or
         indirectly by one or more Debt Interests described in the preceding
         clause (c)(i) or by one or more Equity Interests described in the
         preceding clause (c)(i) or in one or more Equity Interests described in
         the preceding clause (c)(ii);

                  (d)  to act as settlor or depositor of one or more trusts
         formed to issue any interests described in clauses (i), (ii), (iii) or
         (iv) of the preceding clause (c); and

                  (e)  to engage in any activities and to exercise any
         powers permitted to corporations under the General Corporation Law of
         the State of Delaware (the "GCL") that are incidental to the foregoing
         and necessary or convenient to accomplish any of the foregoing
         purposes, including but not limited to entering into (i) underwriting
         agreements, certificate purchase agreements, mortgage asset purchase
         agreements, mortgage loan purchase agreements, bond purchase
         agreements, asset purchase agreements, repurchase agreements, reverse
         repurchase agreements, indentures, pooling agreements, participation
         agreements, trust agreements, deposit trust agreements, servicing
         agreements, master servicing agreements, special servicing agreements,
         asset management agreements and administration agreements, (ii)
         agreements for the provision of liquidity or credit support (including,
         without limitation, letters of credit, surety bonds, insurance
         policies, guarantees and guaranteed investment contracts) and (iii)
         currency and interest rate swap, cap, floor and collar transactions.

                  FOURTH: The total number of shares of all classes of stock
         which the Corporation shall have authority to issue is one thousand
         (1,000) shares, all of which shall be common stock, ten cents ($0.10)
         par value per share ("Common Stock"). All shares of Common Stock will
         be identical to each other in every respect.

                  (a)  Voting Rights. Except as set forth herein or as
         otherwise required by law, each outstanding share of Common Stock shall
         be entitled to vote on each matter on which the stockholders of the
         Corporation shall be entitled to vote, and each holder of Common Stock
         shall be entitled to one vote for each share of such stock held by such
         holder.

                  (b)  Dividends and Other Distributions.  The Board of
         Directors of the Corporation may from time to time, to the extent
         permitted under the GCL, cause dividends to be paid to holders of
         shares of Common Stock out of funds legally available for the payment

                                           -3-


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         of dividends.  The holders of Common Stock shall be entitled to share
         ratably (according to the number of shares held by each of them) in any
         dividend or distribution on the Common Stock

                  (c)  Liquidation. Upon any voluntary or involuntary
         liquidation, dissolution or winding up of the Corporation, after
         payment or provision for payment of the debts and other liabilities of
         the Corporation, the holders of Common Stock shall be entitled to share
         ratably (according to the number of shares held by each of them) in the
         remaining net assets of the Corporation.

                  FIFTH:  The Corporation is to have perpetual existence.

                  SIXTH: The holders of the capital stock of the Corporation
         shall not be personally liable for the payment of the Corporation's
         debts and the private property of the holders of the capital stock of
         the Corporation shall not be subject to the payment of debts of the
         Corporation to any extent whatsoever.

                  SEVENTH: The following additional provisions are inserted for
         the management of the business and for the conduct of the affairs of
         the Corporation, and for the creation, definition, limitation and
         regulation of the powers of the Corporation, the directors and the
         stockholders:


                           1.  Election of directors need not be by
                           written ballot. The Board of Directors shall have the
                           power to alter, amend, repeal or adopt the By-laws of
                           the Corporation; provided, however, that no such
                           alteration, amendment, repeal or adoption of shall
                           modify Article Three or this Paragraph 1 or Paragraph
                           2, 8 or 10 of this Article Seven (such Article Three
                           and such Paragraphs of this Article Seven,
                           collectively, the "Restricted Provisions"), or the
                           effect of the Restricted Provisions, without the
                           approval of such alterations, amendment, repeal or
                           adoption in writing by each Independent Director.

                           2.  The Corporation shall at all times after
                           the date specified below, except as noted hereafter,
                           have at least one director (an "Independent
                           Director") who (i) is not a stockholder (whether
                           direct, indirect or beneficial), customer or major
                           creditor of CRIIMI MAE Inc. or any of its affiliates;
                           (ii) is not a director, officer, employee, affiliate
                           or associate of CRIIMI MAE Inc. or any of its
                           affiliates (other than (x) the Corporation and (y)
                           any other affiliate on whose board of directors such
                           person serves as an independent director); (iii) is
                           not a person related by blood or marriage to any
                           person referred to in clauses (i) or (ii); and (iv)
                           is not a trustee, conservator or receiver for any
                           affiliate of CRIIMI MAE Inc. In the event of the
                           death, incapacity, resignation or removal of all
                           Independent Directors, the remaining directors shall
                           promptly appoint at least on Independent Director;
                           provided, however, that the Board of Directors shall


                                                   -4-


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                           not vote on any matter other than such an appointment
                           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.

                           3.  To the extent permitted under the GCL, no
                           contract or other transaction to which this
                           Corporation is a party will be void or voidable
                           solely by reason of the fact that any directors or
                           officers of this Corporation are directors, officers,
                           creditors, stockholders, partners, members, trustees
                           or otherwise interested in any other party to such
                           contract, or are parties to or are otherwise
                           interested in such contract or other transaction, if
                           such interest is fully disclosed and the contract or
                           other transaction shall be approved or ratified by
                           the affirmative vote of directors who are not so
                           interested constituting a majority of a quorum of
                           directors present at a meeting of the Board of
                           Directors. In the absence of actual fraud, no
                           director or officer shall be liable to account to the
                           Corporation for any profit realized by such
                           individual from or through any such contract or other
                           transaction of the types described above in this
                           paragraph ratified or approved as aforesaid, by
                           reason of such individual's interest in any such
                           contract or other transaction.

                                    Directors interest in any such contract or
                           other transaction of the types described in the
                           foregoing paragraph may be counted when present at
                           meetings of the Board of Directors for the purpose of
                           determining the existence of a quorum to consider and
                           vote on any such contract or other transaction.

                                    Any contract or other transaction that shall
                           be approved or ratified by the vote of the holders of
                           a majority of the stock of the Corporation at any
                           time having voting power for the election of
                           directors present, in person or by proxy, at any
                           annual or special meeting of stockholders (provided
                           that a lawful quorum of such stockholders be there
                           present in person or by proxy) shall, to the fullest
                           extent permitted by law, be as valid and as binding
                           upon the Corporation and upon all its stockholders as
                           though it had been approved or ratified by every
                           stockholder of the Corporation.

                           4.  To the extent permitted under the GCL, any
                           person (including, but not limited to, stockholders,
                           partners, members, trustees, directors, officers and
                           employees of the Corporation or any affiliate of the
                           Corporation) may engage in or posses an interest in
                           other business ventures of every nature and
                           description, independently or with others, whether
                           such ventures are competitive


                                                    -5-


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                           with the Corporation or otherwise, and neither the
                           Corporation not its stockholders shall have any right
                           in or to such independent ventures or to the income
                           or profits derived therefrom.

                           5.  A director, or a member of any committee
                           designated by the Board of Directors, shall, in the
                           performance of such individual's duties, be fully
                           protected in relying in good faith upon the books of
                           account or reports made to the Corporation, its
                           stockholders, its Board of Directors or any such
                           committee, by any of its officials, 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.
                           Without prejudice to the generality of the foregoing,
                           a director shall be fully protected in relying in
                           good faith upon the books of account or the
                           Corporation or statements prepared by any of its
                           officials as to the value and amount of the assets,
                           liabilities and/or net profits of the Corporation, or
                           any other facts pertinent to the existence and amount
                           of surplus or other funds from which dividends might
                           properly be declared and paid.

                           6.  Whenever under the provisions of the laws
                           of the State of Delaware or this Certificate of
                           Incorporation the vote of the holders of Common Stock
                           at a meeting thereof is required or permitted to be
                           taken for or in connection with any corporate action,
                           the meeting and vote of such holders may be dispensed
                           with and such actions may be effectively and validly
                           taken on the written consent of the holders of not
                           less than a majority of the shares of Common Stock
                           then outstanding, provided that in no case shall such
                           written consent be by the holders of Common Stock
                           having less than the minimum percentage of the total
                           vote required by statute for the proposed corporate
                           action, and provided, further, that prompt notice
                           shall be given to all stockholders or the taking of
                           corporate action without a meeting and by less than
                           unanimous written consent.

                           7.  The books of the Corporation may (subject
                           to any statutory requirements) be kept at such place
                           whether within or outside the State of Delaware as
                           may be designated by the Board of Directors or in the
                           By-laws of the Corporation. The Corporation shall
                           maintain its financial and accounting books and
                           records separate from those of any affiliate of the
                           Corporation. The Corporation shall pay from its
                           assets all obligations and indebtedness of any kind
                           incurred by the Corporation, and shall not pay from
                           its assets any obligations or indebtedness of any
                           affiliate of the Corporation.

                           8.  Notwithstanding any other provision of this
                           Certificate of Incorporation and any provision of
                           law, the Corporation shall not do any of the
                           following:

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                                    (a)  engage in any business or activity
                            other than as set forth in Article Three hereof;

                                    (b) without the affirmative vote of all of
                           the members of the Board of Directors of the
                           Corporation (which must include the affirmative vote
                           of all duly appointed Independent Directors), (i)
                           dissolve or liquidate, in whole or in part, or
                           institute proceedings to be adjudicated bankrupt or
                           insolvent, (ii) consent to the institution of
                           bankruptcy or insolvency proceedings against it,
                           (iii) file a petition seeking or consent to
                           reorganization or relief under any applicable federal
                           or state law relating to bankruptcy, (iv) consent to
                           the appointment of a receiver, liquidator, assignee,
                           trustee, sequestrator (or other similar official) or
                           the Corporation or a substantial part of its
                           property, (v) make a general assignment for the
                           benefit of creditors, (iv) admit in writing its
                           inability to pay its debt generally as they become
                           due or (vii) take any corporate action in furtherance
                           of the actions set forth in clauses (i) through (vi)
                           of this subparagraph; or

                                    (c) merge or consolidate with any other
                           corporation, company or entity or, except in the
                           ordinary course of its business, convey, transfer or
                           lease all or substantially all of its assets to any
                           other entity, unless the entity resulting from such
                           consolidation or merger or the entity which acquires
                           by conveyance or transfer, or which leases, all or
                           substantially all the assets of the Corporation (i)
                           shall be a corporation organized and existing under
                           the laws of the United States of America, any state
                           thereof or the District of Columbia, (ii) shall have
                           a certificate of incorporation containing provisions
                           identical in substance to the Restricted Provisions,
                           and (iii) shall expressly assume in writing the due
                           and punctual payment and performance of all
                           covenants, obligations and liabilities to or by which
                           the Corporation is bound immediately prior to such
                           merger, consolidation or conveyance, transfer or
                           lease.

                           9. The Corporation reserves the right to
                           amend, alter, change or repeal any provision
                           contained in this Certificate of Incorporation in any
                           manner now or hereafter provided herein or by statute
                           and, except as provided in Paragraph 1 of this
                           Article, all rights, preferences and privileges
                           conferred by this Certificate of Incorporation upon
                           stockholders, directors or any other person are
                           granted subject to such reservation; provided,
                           however, that the Corporation shall not amend, alter,
                           change or repeal any provision of the Restricted
                           Provisions without the affirmative vote of all
                           Independent Directors; and provided, further, that
                           the Corporation shall not amend or change any
                           provision other than the Restricted Provisions so as
                           to be inconsistent with the Restricted Provisions.

                                                    -7-

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                           10. When exercising any vote provided for in
                           this Article, each director shall cast its vote
                           recognizing that is fiduciary duty with respect to
                           such vote runs to the Corporation and the
                           Corporation's creditors as well as to the
                           stockholders of the Corporation.

         EIGHTH:         (a)  The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of theCorporation, or is or was serving at the request of the Corporation
as a director, trustee, officer, manager, employee or agent of another
corporation, partnership, limited liability company, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that such person did not act in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.

                           (b) The Corporation shall indemnify any person
         who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action or suit by or in the right of
         the Corporation to procure a judgment in its favor by reason of the
         fact that such person is or was a director, officer, employee or agent
         of the Corporation, or is or was serving at the request of the
         Corporation as a director, trustee, officer, manager, employee or agent
         of another corporation, partnership, limited liability company, joint
         venture, trust or other enterprise, against expenses (including
         attorneys' fees) actually and reasonably incurred by such person in
         connection with the defense or settlement of such action or suit, if he
         or she acted in good faith and in a manner her or she reasonably
         believed to be in or not opposed to the best interests of the
         Corporation, and except that no indemnification shall be made in
         respect of any claim, issue or matter as to which such person shall
         have been adjudged to be liable to the Corporation unless and only to
         the extent that the Court of Chancery or the court in which such action
         or suit was brought shall determine upon application that, despite the
         adjudication of liability but in view of all the circumstances of the
         case, such person is fairly and reasonably entitled to indemnify for
         such expenses which the Court of Chancery or such other court shall
         deem proper.


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                           (c)  To the extent that a director, officer,
         employee or agent of the Corporation has been successful on the merits
         or otherwise in defense of any action, suit or proceeding referred to
         in Paragraph (a) or (b) of this Article, or in defense of any claim,
         issue or matter therein, such person shall be indemnified against
         expenses (including attorneys' fees) actually and reasonably incurred
         by him or her in connnection therewith.

                           (d)  Any indemnification under Paragraph (a) or
         (b) of this Article (unless ordered by a court) shall be made by the
         Corporation only as authorized in the specific case upon a
         determination that indemnification of the director, officer, employee
         or agent is proper in the circumstances because he or she has met the
         applicable standard of conduct set forth in Paragraphs (a) and (b) of
         this Article. Such determination shall be made (1) by the Board of
         Directors by a majority vote of a quorum consisting of directors who
         were not parties to such action, suit or proceeding, or (2) if such a
         quorum is not obtainable, or, even if obtainable, a quorum of
         disinterested directors so directs, by independent legal counsel in a
         written opinion, or (3) by the stockholders.

                           (e)  Expenses (including attorneys' fees)
         incurred in defending a civil, criminal, administrative or
         investigative action, suit or proceeding may be paid by the Corporation
         in advance of the final disposition of such action, suit or proceeding
         as authorized by the Board of Directors in the specific case upon
         receipt or an undertaking by or on behalf of the director, officer,
         employee or agent to repay such amount if it shall ultimately be
         determined that he or she is not entitled to be indemnified by the
         Corporation as authorized in this Article. Such expenses (including
         attorneys' fees) incurred by other employees and agents may be so paid
         upon such terms and conditions, if any, as the Board of Directors deems
         appropriate.

                           (f)  The indemnification and advancement of
         expenses provided by this Article shall not be deemed exclusive of any
         other rights to which those seeking indemnification or advancement of
         expenses may be entitled under any By-law, agreement, vote of
         stockholders or disinterested directors or otherwise, both as to action
         in their official capacity and as to action in another capacity while
         holding any such office, and shall continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

                           (g)  The Corporation shall have power to
         purchase and maintain insurance on behalf of any person who is or was a
         director, officer, employee or agent of the Corporation, or is or was
         serving at the request of the Corporation as a director, trustee,
         officer, manager, employee or agent of another corporation,
         partnership, limited liability company, joint venture, trust or other
         enterprise, against any liability asserted against such person and
         incurred by such person in any such capacity, or arising out of such
         person's status as such, whether or not the Corporation would have the
         power to indemnify such person against such liability under the
         provisions of this Article.



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         NINTH:  To the fullest extent that the GCL as it exists on the date
hereof or as it may hereafter be amended permits the limitation or elimination
of the liability of directors, no director of the Corporation shall be liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. No amendment to or repeal of this Article shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.

         TENTH:   (a)      The name of the incorporator is William B. Dockser
and his mailing address is c/o CRIIMI MAE Inc., 11200 Rockville Pike, Rockville,
Maryland 20852.

                  (b)      The powers of the incorporator shall terminate upon
the filing of this Certificate of Incorporation. The names and mailing addresses
of the persons who are to serve as directors of the Corporation until the first
annual meeting of stockholders or until their successors are elected and qualify
are set forth below:

         Name                               Mailing Address

William B. Dockser                  c/o CRIIMI MAE Inc.
                                    11200 Rockville Pike
                                    Rockville, Maryland  20852

H. William Willoughby               c/o CRIIMI MAE Inc.
                                    11200 Rockville Pike
                                    Rockville, Maryland  20852

         IN WITNESS WHEREOF, I have hereunto set my hand and seal this 12th day
of August, 1997.


                               /s/William B. Dockser
                               -----------------------------
                               William B. Dockser