EXHIBIT 3.3

                             CERTIFICATE OF FORMATION

                                       OF

                                CRIIMI NEWCO, LLC


     This Certificate of Formation of CRIIMI Newco, LLC (the "LLC"), dated as of
January 10, 2003,  has been duly executed and is being filed by James G. Leyden,
Jr., as an  authorized  person,  to form a limited  liability  company under the
Delaware Limited Liability Company Act (6 Del.C. Section 18-101, et seq.).

     FIRST.  The name of the limited  liability  company formed hereby is CRIIMI
Newco, LLC.

     SECOND.  The  address of the  registered  office of the LLC in the State of
Delaware is c/o National Registered Agents, 9 E. Loockerman Street,  Dover, Kent
County, Delaware 19901.

     THIRD.  The name and address of the registered agent for service of process
on the LLC in the State of Delaware National  Registered Agents, 9 E. Loockerman
Street, Dover, Kent County, Delaware 19901.

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Formation as of the date first above written.


                                     /s/James G. Leyden, Jr.
                                     -----------------------------
                                     Name: James G. Leyden, Jr.
                                     Authorized Person