EXHIBIT 10(i)

         Articles of Merger merging CRI Acquisition, Inc., CRICO Mortgage 
Company, Inc., and CRI/AIM Management, Inc. into CRIIMI MAE Management, Inc. 





                               ARTICLES OF MERGER






                                     Merging
                              CRI Acquisition, Inc.
                            (a Maryland corporation)

                          CRICO Mortgage Company, Inc.
                            (a Delaware corporation)
                                       and
                            CRI/AIM Management, Inc.
                            (a Delaware corporation)
                                      into
                           CRIIMI MAE Management, Inc.
                            (a Maryland corporation)


CRIIMI MAE Management, Inc., a Maryland corporation (CRIIMI Management), CRI
Acquisition, Inc., a Maryland corporation (CRI Acquisition), CRICO Mortgage

Company, Inc., a Delaware corporation (CRICO Mortgage) and CRI/AIM Management,
Inc., a Delaware corporation (CRI/AIM Management), hereby certify as follows:


First:CRIIMI Management, CRI Acquisition, CRICO Mortgage and CRI/AIM Management
agree to merge.  The terms and conditions of the merger and the manner of
carrying the merger into effect are as set forth in these Articles of Merger.

Second:The name and place of incorporation of each party to these Articles of
Merger are CRIIMI MAE Management, Inc., a Maryland corporation, CRI Acquisition,
Inc., a Maryland corporation, CRICO Mortgage Company, Inc., a Delaware
corporation and CRI/AIM Management, Inc., a Delaware corporation.  CRIIMI MAE
Management, Inc. shall be the successor corporation in the merger.

Third:CRICO Mortgage was incorporated in Delaware on April 30, 1975, pursuant to
the Delaware General Corporation Law, and registered or qualified to do business
in Maryland on May 13, 1975.

Fourth:CRI/AIM Management was incorporated in Delaware on February 19, 1991,
pursuant to the Delaware General Corporation Law, and  registered or qualified
to do business in Maryland on February 22, 1991.

Fifth:CRIIMI Management, CRI Acquisition, CRICO Mortgage  and CRI/AIM Management
each has its principal office in Maryland in Montgomery County.  CRI
Acquisition, CRICO Mortgage and CRI/AIM Management own no interest in land in
Maryland.

Sixth:The terms and conditions of the transaction set forth in these Articles of
Merger were advised, authorized and approved by each corporation party to the
Articles of Merger in the manner and by the vote required by its charter and the
laws of the state of its incorporation.  The manner of approval was as follows:

(a)The Board of Directors of CRIIMI Management by unanimous consent in lieu of a
meeting, dated March 31, 1995, adopted a resolution approving the merger, and
the sole stockholder of CRIIMI Management, by unanimous consent in lieu of a
meeting, dated March 31, 1995, adopted a resolution approving the merger.


(b)The Boards of Directors of CRI Acquisition, CRICO Mortgage and CRI/AIM
Management, by unanimous consent in lieu of a meeting, in each case dated March
31, 1995, adopted a resolution approving the merger, and the stockholders of
each such corporation, by unanimous consent in lieu of a meeting, in each case
dated March 31, 1995, adopted a resolution approving the merger.

Seventh:The charter and bylaws of the successor corporation shall not be amended
as a result of the merger. 

Eighth:The number of shares of stock of all classes which each corporation 
has authority to issue, the number of shares in each class, the par value of the
shares in each class and the aggregate par value in each class, are as follows:

<TABLE>
<CAPTION>
                                Authorized  Par Value     Aggregate
Corporation            Class      Shares    Per Share     Par Value
-----------            -----    ----------  ---------     ---------
<S>                    <C>      <C>         <C>           <C>
CRIIMI MAE 
  Management, Inc.     Common     1,000       $1.00        $1,000

CRI Acquisition, 
  Inc.                 Common     1,000       $1.00        $1,000

CRICO Mortgage 
  Company, Inc.        Common     1,000       $0.01        $1,000

CRI/AIM Management,    Common     1,000       $1.00        $1,000
  Inc.

</TABLE>

Ninth:The merger shall become effective at 11:59 p.m. on the later of the date
of filing (1) these Articles of Merger with the Maryland State Department of
Assessments and Taxation and (2) a Certificate of Merger with the Secretary of
State of the State of Delaware (the Effective Time).

Tenth:The terms and conditions of the merger, the mode of carrying the same into
effect and the manner and basis of converting or exchanging issued stock of the
merging corporations into different stock of a corporation, or other
consideration, and the treatment of any issued stock of the merging corporation
not to be converted or exchanged, are as follows:

          (a)  At the Effective Time, all of the issued and outstanding shares
of capital stock of CRI Acquisition, CRICO Mortgage and CRI/AIM Management (the
CRI Mortgage Business Common Shares) shall be deemed to be converted into
2,650,838  fully paid and non-assessable, unregistered shares of common stock,
par value $.01 per share (Common Shares) of CRIIMI MAE Inc., a Maryland
corporation (CRIIMI MAE).  No fractional Common Shares shall be issued in the
Merger.  In lieu of any such fractional shares, each holder of CRI Mortgage
Business Common Shares who would otherwise have been entitled to a fraction of a
Common Share upon surrender of certificates for exchange will receive one Common
Share.

          (b)  On the date of the closing of the merger (the Closing Date), each
holder of certificates representing CRI Mortgage Business Common Shares shall
surrender the same to CRIIMI MAE, and such holders (the Holders) shall be
entitled upon such surrender to receive in exchange therefor certificates
representing the number of Common Shares into which the CRI Mortgage Business
Common Shares theretofore represented by the certificates so surrendered shall
have been converted pursuant to Subsection (a) of this Article TENTH.

          (c)  Until so surrendered, each certificate representing CRI Mortgage
Business Common Shares shall represent, after the Effective Time, solely the
right to receive Common Shares.  All Common Shares issued upon the surrender of
CRI Mortgage Business Common Shares in accordance with the terms hereof shall be
deemed to have been issued in full satisfaction of all rights pertaining to such
CRI Mortgage Business Common Shares.

          (d)  As a condition to the obligation of CRIIMI Management to deliver
Common Shares pursuant to Subsection (a) of this Article TENTH, each Holder
shall have made an undertaking in writing that such Holder (i) is acquiring the
Common Shares issued pursuant to Subsection (a) of this Article TENTH hereof for
investment purposes only, for such Holder's own account and with no present 
intention to distribute any of such Common Shares, except for transfers of such
shares that are registered, or exempt from registration, under the Securities
Act of 1933, as amended (the Securities Act), and (ii) acknowledges that the
Common Shares to be received pursuant to Subsection (a) of this Article TENTH
(A) have not been registered under the Securities Act and may not be sold by
such Holder absent an effective registration statement or the availability of an
exemption from registration with respect to such shares under the Securities Act
and (B) are subject to the terms of that certain Registration Rights and Lock-Up
Agreement between such Holder and CRIIMI MAE dated the Closing Date.  The
Holders agree that any certificates representing the Common Shares to be
received pursuant to Subsection (a) of this Article TENTH may bear an 
appropriate legend as to resales of such shares under the Securities Act, any
applicable "blue sky" laws and such Registration Rights and Lock-Up Agreement.

          (e)  All outstanding capital stock of CRIIMI Management shall continue
to be outstanding and shall not be altered in any way by the merger.

Eleventh: The Agreement and Plan of Merger dated April 20, 1995, as amended as
of June 20, 1995 (Agreement) among CRIIMI MAE, CRIIMI Management, CRI
Acquisition, CRICO Mortgage, CRI/AIM Management, William B. Dockser and H.
William Willoughby, is attached hereto as Exhibit A and made a part hereof.  To
the extent the provisions of these Articles of Merger shall conflict with
provisions of the Agreement, the provisions of the Agreement shall control.


                         [Signatures on following pages] 

In Witness Whereof, CRIIMI Management, CRI Acquisition, CRICO Mortgage and
CRI/AIM Management have caused these presents to be signed in their respective

names and on their respective behalves by their respective Chairmen of the Board
and attested by their respective Secretaries on June 30, 1995.


Attest:   CRIIMI MAE Management, Inc.
                                    a Maryland corporation


/s/ H. William Willoughby            By:/s/ William B. Dockser
-------------------------               -----------------------
H. William Willoughby                   William B. Dockser
Secretary                               Chairman of the Board


Attest:                                 CRI Acquisition, Inc.
                                        a Maryland corporation


                                        
/s/ H. William Willoughby            By:/s/ William B. Dockser
-------------------------              -----------------------
H. William Willoughby                   William B. Dockser
Secretary                               Chairman of the Board


Attest:                                 CRICO Mortgage Company, Inc.
                                        a Delaware corporation


/s/ H. William Willoughby            By:/s/ William B. Dockser
-------------------------               ----------------------
H. William Willoughby                   William B. Dockser
Secretary                               Chairman of the Board


Attest:                                 CRI/AIM Management, Inc.
                                        a Delaware corporation


/s/ H. William Willoughby             By:/s/ William B. Dockser
-------------------------               -----------------------
H. William Willoughby                   William B. Dockser
Secretary                               Chairman of the Board 

The undersigned, Chairman of the Board of CRIIMI MAE Management, Inc., a
Maryland corporation, who executed on behalf of said corporation the foregoing
Articles of Merger of which this certificate is made a part, hereby acknowledges
in the name and on behalf of said corporation the foregoing Articles of Merger
to be the corporate act of said corporation and hereby certifies that to the
best of his knowledge, information and belief the matters and facts set forth
therein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.


     By:  /s/ William B. Dockser
          -------------------------
          William B. Dockser, 
          Chairman of the Board


The undersigned, Chairman of the Board of CRI Acquisition, Inc., a Maryland
corporation, who executed on behalf of said corporation the foregoing Articles
of Merger of which this certificate is made a part, hereby acknowledges in the
name and on behalf of said corporation the foregoing Articles of Merger to be
the corporate act of said corporation and hereby certifies that to the best of
his knowledge, information and belief the matters and facts set forth therein
with respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.


     By:  /s/ William B. Dockser
          ---------------------------
          William B. Dockser, 
          Chairman of the Board


The undersigned, Chairman of the Board of CRICO Mortgage Company, Inc., a
Delaware corporation, who executed on behalf of said corporation the foregoing
Articles of Merger of which this certificate is made a part, hereby acknowledges
in the name and on behalf of said corporation the foregoing Articles of Merger
to be the corporate act of said corporation and hereby certifies that to the
best of his knowledge, information and belief the matters and facts set forth
therein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.


     By:  /s/ William B. Dockser
          ---------------------------
          William B. Dockser, 
          Chairman of the Board


The undersigned, Chairman of the Board of CRI/AIM Management, Inc., a Delaware
corporation, who executed on behalf of said corporation the foregoing Articles
of Merger of which this certificate is made a part, hereby acknowledges in the
name and on behalf of said corporation the foregoing Articles of Merger to be
the corporate act of said corporation and hereby certifies that to the best of
his knowledge, information and belief the matters and facts set forth therein
with respect to the authorization and approval thereof are true in all material
respects under the penalties of perjury.


     By:  /s/ William B. Dockser
          ------------------------------
          William B. Dockser, 
          Chairman of the Board<PAGE>