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                                                                  Exhibit 99(dd)

                         UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF MARYLAND
                               GREENBELT DIVISION

                                              )
In re:                                        )
                                              )      Case Nos. 98-23115 through
CRIIMI MAE Inc. et al.                        )      98-23117
                                              )      (Chapter 11)
                           Debtors.           )      Jointly Administered -
                                              )      Under Case No. 98-23115-DK
----------------------------------------------)
                                              )
MERRILL LYNCH MORTGAGE                        )
CAPITAL INC.,                                 )
                                              )
                           Movant,            )
                                              )
         v.                                   )
                                              )
CRIIMI MAE Inc.                               )
                                              )
                           Respondent.        )
                                              )
----------------------------------------------)

                          STIPULATION AND CONSENT ORDER
                        PROVIDING FOR ADEQUATE PROTECTION

                  Upon the filing by CRIIMI MAE Inc. (the "Debtor") of a Motion
for Order Approving Stipulation and Consent Order Providing for Adequate
Protection, and upon the consent by Merrill Lynch Mortgage Capital Inc.
("MLMCI"), the Official Committee of Unsecured Creditors of CRIIMI MAE Inc. (the
"Creditors Committee") and the Official Committee of Equity Security Holders of
CRIIMI MAE Inc. (the "Equity Committee") to the relief set forth in this
Stipulation and Consent Order Providing for Adequate Protection (the
"Stipulation and Consent Order"), the Court finds that:

     A.   Proper notice hereof has been given to the United States Trustee and
          to all necessary parties pursuant to Bankruptcy Rule 4001.

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     B.   The Debtor and MLMCI had previously entered into a Stipulation and
          Consent Order regarding Motion and Adversary Proceeding (the "First
          Consent Order") and that the First Consent Order was entered by this
          Court on December 4, 1998.

     C.   Unless otherwise defined in this Stipulation and Consent Order, any
          capitalized term used herein that is defined in the First Consent
          Order shall have the meaning given to such term in the First Consent
          Order.

     D.   Pursuant to the terms of the First Consent Order, MLMCI's security
          interest has been determined to be a properly perfected, valid first
          priority security interest in the Collateral Securities, subject only
          to the applicable provisions of the First Consent Order.

     E.   After entry of the First Consent Order, MLMCI asserted that it was
          entitled to certain adequate protection of its interest in the
          Collateral Securities and requested that the Debtor provide it with
          adequate protection.

     F.   The Debtor eventually agreed to provide certain adequate protection of
          MLMCI's interest in the Collateral Securities. On or about September
          7, 1999, the Debtor filed its Motion to Approve Stipulation and
          Consent Order Providing for Adequate Protection ("Motion"). Attached
          as Exhibit 2 to the Motion was a proposed Stipulation and Consent
          Order Providing for Adequate Protection ("Proposed Order"), which set
          forth the adequate protection the Debtor agreed to provide subject to
          court approval. Another copy of the Proposed Order is annexed hereto.

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     G.   On September 27, 1999, the Creditors Committee and the Equity
          Committee timely filed a joint objection to the Motion and to the
          Proposed Order ("Joint Objection"), in which they objected to
          Paragraphs 7 and 9 of the Proposed Order and asked the Court either to
          deny entry of the Proposed Order or, alternatively, to enter the
          Proposed Order after striking Paragraphs 7 and 9.

     H.   At the request of MLMCI, the Court scheduled a hearing on the Motion
          and Joint Objection for November 1, 1999, at 10:30 a.m.

     I.   The Debtor, the Creditors Committee, the Equity Committee, and MLMCI
          agreed to postpone the November 1, 1999 hearing on the Motion and
          Joint Objection in order to continue discussions over a possible,
          consensual resolution of the issues raised.

     NOW, THEREFORE, it is ORDERED as follows:

     1. PURPOSE. The purpose of this Stipulation and Consent Order is to provide
MLMCI with adequate protection of its interest in the Collateral Securities.

     2. ADEQUATE PROTECTION. Except as modified in Paragraph 5 of this
Stipulation and Consent Order, all of the terms and provisions of the
Proposed Order are hereby approved and deemed "so ordered" by the Court
without entry of such Proposed Order. As a result, and without in any way
limiting the generality of the first sentence of this Paragraph 2, (a) the
Debtor is hereby directed to comply with all of the terms and provisions of
the Proposed Order as modified by Paragraph 5 hereof; and (b) MLMCI shall be
entitled to all of the benefits set forth in the Proposed Order as modified
by Paragraph 5 hereof.

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By its counsel's consent to the entry of this Stipulation and Consent Order,
MLMCI agrees to be bound by the terms and provisions of the Proposed Order as
modified by Paragraph 5 hereof.

     3. RELIEF FROM THE AUTOMATIC STAY. The automatic stay created by Section
362(a) of the Bankruptcy Code is hereby modified to the limited extent necessary
to implement the terms and provisions of this Stipulation and Consent Order and
shall otherwise remain in full force and effect.

     4. CONTINUANCE. All parties hereto shall jointly request the Court, by
appropriate pleading or motion, to enter this Stipulation and Consent Order
immediately. In the event this Stipulation and Consent Order has not been
entered prior thereto, then the hearing on the Motion and the Joint Objection
shall be continued to the Court's first available hearing date after December 1,
1999, which is the 6th day of December, 1999, at 2:00 p.m., at which time all
parties shall jointly request entry of this Stipulation and Consent Order. Upon
entry of this Stipulation and Consent Order, the hearing on the Motion and the
Joint Objection shall be cancelled. If this Stipulation and Consent Order has
not been entered by December 6, 1999, with time being of the essence, and
without modification acceptable to MLMCI, then all parties reserve all of their
rights as they existed immediately prior to the filing of this Stipulation and
Consent Order; PROVIDED, HOWEVER, that no hearing on the Motion and Joint
Objection shall occur earlier than December 7, 1999.

     5. MODIFICATIONS TO PROPOSED ORDER. Unless otherwise ordered by the Court,
the provisions of Paragraphs 7, 8 and 9 of the Proposed Order shall be of no
force and effect. MLMCI shall not be entitled to seek any adequate protection in
addition to that provided for in this Stipulation and Consent Order or to seek
relief from the automatic stay to allow it to foreclose upon its lien and
security interest in the Collateral Securities, the Cash

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Collateral Account, or the Cash Collateral Monies unless and until (i) March 31,
2000; (ii) the Debtor fails to comply with any of its obligations in this
Stipulation and Consent Order or in the First Consent Order; (iii) a trustee or
an examiner with the power to operate the business of the Debtor is appointed
for the Debtor; (iv) an order is entered converting the Debtor's Chapter 11 case
to a case under Chapter 7 of the Bankruptcy Code; (v) the effective date of a
Chapter 11 plan for the Debtor; or (vi) the sum (the "Total Percentage") of (x)
the spread indicated by Morgan Stanley Dean Witter for generic BB rated 10-year
conduit CMBS as displayed on Bloomberg's pricing page "MSCM" plus (y) the bid
side yield on the then current 10-year U.S. Treasury Note as set forth on page
500 of Telerate as of 3:00 p.m., New York City time equals or exceeds thirteen
(13%) percent. If, after one or more of the events described in the previous
sentence of this Paragraph, MLMCI requests additional adequate protection or
files a motion for relief from the automatic stay, the Debtor, the Creditors
Committee, and the Equity Committee shall each have the right to contest MLMCI's
request or motion, and nothing contained herein shall be construed as an
admission by the Debtor, the Creditors Committee, or the Equity Committee that
MLMCI is entitled to receive additional adequate protection or relief from the
automatic stay.

     6. ADDITIONAL RELIEF. MLMCI may, at any time after December 6, 1999, in its
sole and absolute discretion, notify the Debtor, the Creditors Committee, and
the Equity Committee that it is seeking a hearing to determine whether it is
entitled to the additional relief set forth in Paragraphs 7 and 9 of the
Proposed Order. The failure of MLMCI to seek such a hearing shall not in any way
waive, compromise or otherwise alter its rights to later assert or demand that
it is entitled to such benefits as are set forth in Paragraphs 7 and 9 of the
Proposed Order. The Creditors Committee and the Equity Committee reserve their
respective

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rights to oppose any assertion or demand by MLMCI that it is entitled to such
benefits as are set forth in Paragraphs 7 and 9 of the Proposed Order, and
nothing in this Stipulation and Consent Order shall impair, preclude, waive,
bar, or estop the respective rights and abilities of the Creditors Committee and
the Equity Committee to so oppose.

     7. SECTION 507(b). MLMCI shall be entitled to whatever rights it may have,
if any, under Section 507(b) of the Bankruptcy Code.

     8. CORE PROCEEDING. The subject of this Stipulation and Consent Order is a
"core" proceeding within the meaning of 28 U.S.C. Section 157. This Stipulation
and Consent Order is a final order of the Bankruptcy Court, immediately
appealable and valid and fully effective upon its entry.

     9. CONSTRUCTION. The captions in this Stipulation and Consent Order are for
convenience of reference only and shall not affect the construction or
interpretation of any of the provisions hereof.






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                  Let the Clerk forward copies of this Stipulation and Consent
Order to counsel whose names and addresses appear below.

                  SO ORDERED this _____ day of November 1999.



                                  ---------------------------------------------
                                  Duncan W. Keir, Judge
                                  United States Bankruptcy Court



                                  CONSENTED AND AGREED TO:


                                  ---------------------------------------------
                                  David R. Kuney, Esq. MFB # 07980
                                  BROWN & WOOD LLP
                                  1666 K Street, NW
                                  Washington, DC  20006-1208
                                  202-533-1300

                                  and

                                  A. Robert Pietrzak, Esq.
                                  William M. Goldman, Esq.
                                  Andrew W. Stern, Esq.
                                  Maria D. Melendez. Esq.
                                  BROWN & WOOD LLP
                                  One World Trade Center
                                  New York, New York  10048-0557
                                  212-839-5300

                                  Co-Counsel for Merrill Lynch Mortgage
                                  Capital, Inc.

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                                  ---------------------------------------------
                                  Richard L. Wasserman, Esq. MFB#02784
                                  Gregory A. Cross, Esq. MFB#04571-G
                                  VENABLE, BAETJER AND HOWARD, LLP
                                  1800 Mercantile Bank & Trust Building
                                  2 Hopkins Plaza
                                  Baltimore, MD  21201
                                  410-244-7400

                                  Counsel for the Debtor, CRIIMI MAE Inc.



                                  ---------------------------------------------
                                  Michael St. Patrick Baxter, Esq. MFB# 9694
                                  Dennis S. Auerbach, Esq. MFB# 09290
                                  COVINGTON & BURLING
                                  1201 Pennsylvania Avenue, N.W.
                                  Washington, D.C.  20044-7566
                                  202-662-6000

                                  Counsel to the Official Committee of Equity
                                  Security Holders of CRIIMI MAE Inc.



                                  ---------------------------------------------
                                  Daniel M. Lewis, Esq. MFB# 02998
                                  Michael Bernstein, Esq. MFB# 10406
                                  ARNOLD & PORTER
                                  555 Twelfth Street, NW
                                  Washington, DC  20004-1206

                                  Counsel for the Official Committee of
                                  Unsecured Creditors.


                                       8
<PAGE>

cc:               Office of the United States Trustee
                  6305 Ivy Lane, Suite 600
                  Greenbelt, MD 20770

                  David R. Kuney, MFB # 07980
                  BROWN & WOOD LLP
                  1666 K Street, NW
                  Washington, DC 20006-1208
                  202-533-1300

                  A. Robert Pietrzak, Esq.
                  William M. Goldman, Esq.
                  Andrew W. Stern, Esq.
                  Maria D. Melendez. Esq.
                  BROWN & WOOD LLP
                  One World Trade Center
                  New York, New York  10048-0557

                  Richard L. Wasserman, Esq.
                  VENABLE, BAETJER AND HOWARD, LLP
                  1800 Mercantile Bank & Trust Building
                  2 Hopkins Plaza
                  Baltimore, MD  21201

                  Daniel M. Lewis, Esq.
                  Michael Bernstein, Esq.
                  ARNOLD & PORTER
                  555 Twelfth Street, NW
                  Washington, DC  20004-1206





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