EXHIBIT 3.7


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             CRIIMI MAE QRS 1, INC.


     CRIIMI MAE QRS 1, Inc., a  corporation  organized  and  existing  under the
General  Corporation  Law of the State of  Delaware  (the  "Corporation"),  does
hereby certify that:

     The amendments to the Corporation's  Certificate of Incorporation set forth
in the following  paragraphs were duly adopted in accordance with the provisions
of Sections  242 and 228 (by  written  consent of the sole  stockholder)  of the
General Corporation Law of the State of Delaware:

ONE That the Certificate of Incorporation of the Corporation is hereby amended
by deleting Article 3(a)(i) through (vi) in its entirety and inserting the
following in lieu thereof:

to enter into and perform the obligations under the agreements and documents
pertaining to the Repurchase Agreement (the "Repurchase Agreement") by and
between CRIIMI Newco, LLC, CBO REIT II, Inc. and Bear, Stearns International
Limited (including the Subsidiary Agreement by and between the Corporation,
CRIIMI MAE CMBS Corp. and Bear, Stearns International Limited) to which the
Corporation is a party.

TWO That the Certificate of Incorporation of the Corporation is hereby amended
by striking ", and may not conduct any other business without the unanimous
consent of its board if directors" in the last sentence of Article 3(b) and
inserting the following in lieu thereof a period.

THREE That the Certificate of Incorporation of the Corporation is hereby amended
by deleting Article 4 in its entirety and inserting the following in lieu
thereof:

4. The total number of shares of stock which the Corporation shall have
authority to issue is One Hundred (100) of the par value of one dollar ($1.00)
per share.

FOUR That the Certificate of Incorporation of the Corporation is hereby amended
by striking Article 5 in its entirety and inserting the following in lieu
thereof:

5.1 The business and affairs of the Corporation shall be managed by a Board of
Directors. The authorized number of directors of the Corporation is three. At
least one director shall be an "Independent Director" (as defined in Article
5.2) at all times.



5.2 (a) The term "Independent Director" shall have the meaning given to it in
Section 15 of the bylaws of the Corporation.

     (b) The term  "Affiliate"  shall have the meaning given to it in Section 15
of the bylaws of the Corporation.

     (c) Until the  satisfaction  of all of the  obligations  arising  under the
Repurchase Agreement,  no action required to be taken by a unanimous vote of the
Board of Directors may be taken without the affirmative  vote of the Independent
Director.  For the purposes of this  Certificate of  Incorporation,  the date on
which  all of  the  obligations  arising  under  the  Repurchase  Agreement  are
satisfied shall be defined as the "BRE Expiration Date".

     (d) At any properly  called annual or special  stockholders'  meeting,  the
stockholders, by the affirmative vote of a majority of all the votes entitled to
be cast for the election of directors, may remove any director or directors from
office,  with or without cause,  and may elect a successor or successors to fill
any resulting vacancies for the remainder of the term. No resignation or removal
of the  Independent  Director shall be effective  until a successor  Independent
Director  has been  elected to replace  such  resigning  or removed  Independent
Director.

5.3      Subject to Articles 3 and 7, the unanimous vote of the entire Board of
Directors is required:

     (a) to allow or cause the Corporation to become insolvent;

     (b) for the Board of Directors to approve or deem advisable an amendment to
the Certificate of Incorporation;

     (c) for the Board of  Directors to appoint any  committees  of the Board of
Directors;

     (d) to allow the  Corporation to  consolidate  with or merge into any other
entity  or to  convey,  transfer,  sell or  lease  all or  substantially  of the
Corporation's properties, assets or liabilities;

     (e) to permit an entity to merge into the Corporation or to allow an entity
to convey,  transfer or lease its  properties  and assets or  liabilities to the
Corporation;

     (f)  to  allow  the  Corporation  to:  (i)  commence,  or  consent  to  the
commencement  of, any case,  proceeding or other action  relating to bankruptcy,
insolvency or  reorganization  under any applicable  insolvency law or otherwise
seek any  relief  under  any  laws  relating  to the  relief  from  debts or the
protection of debtors  generally;  (ii) seek to have an order for relief entered
with  respect  to  the  Corporation;  (iii)  seek  reorganization,  arrangement,
adjustment,  winding up, liquidation,  dissolution,  composition or other relief
with respect to the Corporation or its debts;  (iv) institute  proceedings to be
adjudicated  insolvent  or  bankrupt  or  consent  to  the  institution  of  any
bankruptcy or insolvency case proceeding against the Corporation; (v) consent to
the



appointment  of a receiver,  liquidator,  assignee,  trustee,  custodian or
sequestrator  (or other similar  official) of the  Corporation  or a substantial
part of its  property;  (vi) make any  general  assignment  for the  benefit  of
creditors;  or (vii) admit in writing  the  Corporation's  inability  to pay its
debts generally as they become due; or

     (g) to take any corporate action in furtherance of the foregoing actions.

5.4 The Board of Directors of the Corporation shall have the power to adopt,
amend or repeal the by-laws of the Corporation not inconsistent with this
Certificate of Incorporation or any amendments thereto and, subject to any
applicable restrictions regarding any such act contained in the by-laws. In the
event of any inconsistencies between this Certificate and the by-laws of the
Corporation, this Certificate of Incorporation and all amendments thereto shall
control.

FIVE That the Certificate of Incorporation of the Corporation is hereby amended
by changing the designation of Article 6 to Article 6.1 and adding the following
immediately thereafter:


6.2 The Corporation shall provide any indemnification permitted by the laws of
the State of Delaware and shall indemnify directors, officers, agents and
employees as follows: (a) the Corporation shall indemnify its directors and
officers, whether serving the Corporation or at its request any other entity, to
the full extent required or permitted by the laws of the State of Delaware now
or hereafter in force, including the advance of expenses under the procedures
and to the full extent permitted by law and (b) the Corporation shall indemnify
other employees and agents, whether serving the Corporation or at its request
any other entity, to such extent as shall be authorized by the Board of
Directors or the Corporation's by-laws and be permitted by law, provided,
however, that to the extent the foregoing rights of indemnification are not
compensable by any insurance policy maintained for the benefit of the directors
of the Corporation, no person other than the Independent Director shall be
entitled to or receive any indemnification payments by the Corporation until the
BRE Expiration Date. The foregoing rights of indemnification shall not be
exclusive of any other rights to which those seeking indemnification may be
entitled. The Board of Directors may take such action as is necessary to carry
out these indemnification provisions and is expressly empowered, subject to the
provisions of these Articles, to adopt, approve and amend from time to time such
by-laws, resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law. No amendment of the
Articles or repeal of any of its provisions shall limit or eliminate the right
to indemnification provided hereunder with respect to acts or omissions
occurring prior to such amendment or repeal or shall limit or eliminate the
rights granted under indemnification agreements entered into by the Corporation
and its directors, officers, agents and employees.

SIX That the Certificate of Incorporation of the Corporation is hereby amended
by striking Article 7 in its entirety and inserting the following in lieu
thereof:



7.1 Subject to Article 7.3, the Corporation shall be operated in such a manner
that it would not be substantively consolidated in the estate of any other
person in the event of bankruptcy or insolvency of such person, and in such
regard the Corporation shall:

     (a)  not  amend  Articles  1,  3,  4,  5,  6.2  or 7.1  through  7.3 of the
Certificate of  Incorporation  until the BRE Expiration Date without the written
consent of Bear,  Stearns  International  Limited or its  successor  or assignee
under  the  Repurchase   Agreement  and  the  agreements  and  other   documents
contemplated thereby or delivered in connection therewith;

     (b) not own any property or any other assets other than as  contemplated by
the Repurchase Agreement;

     (c) not  incur  any  additional  indebtedness  or  obligation,  secured  or
unsecured,  direct or indirect,  absolute or contingent (including  guaranteeing
any obligation) other than as contemplated by the Repurchase Agreement or assume
any indebtedness of any other entity;

     (d) not incur any  obligation,  the performance of which by the Corporation
is guaranteed by CRIIMI MAE or its Affiliates;

     (e) not become involved in the day-to-day management of any other person or
entity;

     (f) not engage in  transactions  with any other person or entity  except as
set forth herein or for matters necessarily related thereto;

     (g) except as  contemplated by the Repurchase  Agreement,  not transfer any
direct ownership interest in the Corporation until the BRE Expiration Date;

     (h) hold itself out to the public as a legal  entity  separate and distinct
from any other entity (including any of its Affiliates);

     (i) correct any known misunderstanding regarding the Corporation's separate
identity;

     (j)  maintain a separate  general  ledger,  corporate  records and books of
account as official records;

     (k)  maintain  its assets  separately  from the assets of any other  person
(including through the maintenance of separate bank accounts);

     (l) maintain separate books and records from any other person or entity and
not have its assets listed on the financial  statement of another  entity except
as required by United States generally accepted accounting principles;



     (m) not  guarantee or become  obligated  for the  obligations  of any other
person or entity, or advance funds to any other person or entity for the payment
of expenses or otherwise;

     (n)  conduct  all  business  correspondence  of the  Corporation  and other
communications in the  Corporation's own name and on its own stationery  bearing
its own name;

     (o) use invoices, stationery and checks bearing its own name;

     (p) not act as an agent of any other person or entity in any capacity;

     (q) pay the Corporation's own liabilities  (including,  without limitation,
employment and overhead and direct expenses) out of its own funds;

     (r)  maintain  an  arm's  length   relationship   with  Affiliates  of  the
Corporation and enter into  transactions with Affiliates of the Corporation only
on a commercially reasonable basis;

     (s) not permit any of its Affiliates to have independent access to its bank
accounts;

     (t)  pay  the  salaries  of  the   Corporation's   employees   out  of  the
Corporation's own funds;

     (u) allocate  fairly and reasonably  any overhead  expenses that are shared
with any  Affiliate of the  Corporation,  including  paying for office space and
services performed by any employees of an Affiliate of the Corporation;

     (v) not pledge the Corporation's assets for the benefit of any other person
or entity or make any loans or  advances  to any  person or  entity,  including,
without limitation, any of its Affiliates;

     (w) not acquire  obligations or securities of the Corporation's  Affiliates
or its shareholders, except the assets identified in the Repurchase Agreement as
being owned by the Corporation;

     (x) observe all corporate and other organizational formalities necessary to
maintain its separateness;

     (y) maintain through  Affiliates a sufficient  number of employees in light
of the Corporation's contemplated business operations;  provided,  however, that
the Corporation  can contract with CRIIMI MAE to provide such services,  subject
to the provisions of this Article 7;

     (z) not  hold  itself  out as  being  responsible  or its  credit  as being
available to satisfy the obligations of any other person or entity;



     (aa) conduct its business and hold its assets in its own name;

     (bb)  maintain  its  assets in such a manner  that it will not be costly or
difficult to segregate,  ascertain or identify its individual  assets from those
of any Affiliate;

     (cc)  not  identify  itself  or  any of its  shareholders,  Affiliates,  or
shareholders  of its  Affiliates as a division or part of the other or any other
person or  entity  other  than  pursuant  to US  Generally  Accepted  Accounting
Principals or for federal and state income tax purposes;

     (dd) endeavor to remain solvent and to maintain  adequate  capital in light
of the Corporation's contemplated business operations;

     (ee) not act or fail to act in a manner that would endanger its status as a
"qualified REIT subsidiary;"

     (ff) to the fullest extent permitted by law, not engage in any dissolution,
liquidation, consolidation, merger or sale of substantially all its assets; and

     (gg) not form, acquire, or hold any subsidiary.

7.2      Until the BRE Expiration Date, the Corporation shall not take any
action:

     (a) to be or become an open-end investment company,  unit investment trust,
closed-end  investment company or face-amount  certificate company that is or is
required to be registered under Section 8 of the Investment Company Act of 1940,
as amended;

     (b) in  contravention  of the  obligations  of the  Corporation  under  the
agreements and documents  pertaining to the Repurchase  Agreement (including the
Subsidiary  Agreement by and between the Corporation,  CRIIMI MAE CMBS Corp. and
Bear Stearns International Limited) to which the Corporation is a party; or

     (c) which could result in the  Corporation  ceasing to be a "qualified REIT
subsidiary."

7.3 Nothing contained herein shall prohibit the Corporation from executing and
delivering any documents entered into in connection with the Repurchase
Agreement to which the Corporation is a party.

                            [SIGNATURE PAGE FOLLOWS]





     IN WITNESS  WHEREOF,  CRIIMI MAE QRS 1, INC. has caused this Certificate to
be signed by its duly authorized officer, this 23rd day of January, 2003.


                                   CRIIMI MAE QRS 1, INC.


                                   /s/David B. Iannarone
                                   ------------------------------------
                                   By:  David B. Iannarone      (SEAL)
                                        Executive Vice President