content: ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                            ----------------------------
  
                                      FORM 8-K
  
                            -----------------------------
  
                                   CURRENT REPORT
  
       PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  
                                  January 18, 2006
                  Date of report (Date of earliest event reported)
  
                                   CRIIMI MAE INC.
               (Exact name of registrant as specified in its charter)
  
      Maryland                        1-10360                      52-1622022
  (State or other             (Commission File Number)          (I.R.S. Employer
  jurisdiction of                                              Identification No.)
   incorporation)
  
                                11200 Rockville Pike
                              Rockville, Maryland 20852
    (Address of principal executive offices, including zip code, of Registrant)
  
                                   (301) 255-4700
                (Registrant's telephone number, including area code)
  
              Check the appropriate box below if the Form 8-K filing is
             intended to simultaneously satisfy the filing obligation of
                the registrant under any of the following provisions:
  
     __  Writing communications pursuant to Rule 425 under the Securities Act
                                (17 CFR 230.425)
  
     __  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
                               (17 CFR 240.14A12)
  
     __  Pre-commencement communications pursuant to Rule 14d-2(b) under the
                       Exchange Act (17 CFR 240.14d-2(b))
  
     __  Pre-commencement communications pursuant to Rule 13e-4(c) under the
                       Exchange Act (17 CFR 240.13e-4(c))
  
  ================================================================================
  
  <PAGE>
  
  
  Item 5.01 Change in Control of Registrant
  
           On January 18, 2006, pursuant to an Agreement and Plan of Merger dated
           as of October 6, 2005, as amended and restated on November 30, 2005
           (the "Merger Agreement"), CDP Capital-Financing Inc., a wholly-owned
           subsidiary of Caisse de depot et placement du Quebec, acquired CRIIMI
           MAE Inc. ("CRIIMI MAE"), by means of a merger of Cadim W.F. Co.
           ("Cadim") with and into CRIIMI MAE. Upon consummation of the merger,
           each share of common stock, par value $.01 per share of CRIIMI MAE
           issued and outstanding immediately prior to the effective time of the
           merger was converted into the right to receive $20.00 in cash, without
           interest thereon. Each share of common stock of CRIIMI MAE held by
           CRIIMI MAE's subsidiaries was canceled. Each share of CRIIMI MAE's
           Series B Preferred Stock issued and outstanding immediately prior to
           the effective time of the merger remains outstanding as a share of
           Series B Preferred Stock of the surviving corporation without any
           change or modification to the rights, preferences or voting power of
           such share or holder. In accordance with the terms of the Series B
           Preferred Stock, shares of Series B Preferred Stock will not be
           convertible into shares of the surviving corporation's common stock.
           Each issued and outstanding share of common stock of Cadim was
           converted into a share of common stock of the surviving corporation.
  
           The aggregate consideration payable to the former holders of common
           stock of CRIIMI MAE was approximately $322 million. Such funds were
           obtained by CDP Capital-Financing, Inc. from the issuance of common
           shares to the Caisse de depot et placement du Quebec, which purchased
           them with its own funds.  Upon the consummation of the merger, the
           directors and officers of Cadim became the officers and directors,
           respectively, of the surviving corporation.
  
  Item 9.01 Financial Statements and Exhibits
  
  (a) Not applicable
  
  (b) Not applicable
  
  (c) Exhibits
  
  EXHIBITS NO.   DESCRIPTION
  ------------   -----------
  
  99.1           Press Release on January 18, 2006 announcing completion of merger
  
  
  <PAGE>
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                          CRIIMI MAE INC.
  
  
  Date:    January 18, 2006               By: /S/ Marisa Giannetti
                                             ------------------------------
                                              Name: Marisa Giannetti
                                              Title: Vice President
  
  
                                          By: /S/ Line Lefebvre
                                             ------------------------------
                                              Name: Line Lefebvre
                                              Title: Vice President
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e8262485v3.txt", "secsgml_size_bytes": 5256}]
metadata_filer: {"company-data": {"conformed-name": "CRIIMI MAE INC", "cik": "0000847322", "assigned-sic": "6798", "irs-number": "521622022", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-10360", "film-number": "06536236"}, "business-address": {"street1": "11200 ROCKVILLE PIKE", "city": "ROCKVILLE", "state": "MD", "zip": "20852", "phone": "3012554700"}, "mail-address": {"street1": "11200 ROCKVILLE PIKE", "city": "ROCKVILLE", "state": "MD", "zip": "20852"}, "former-company": {"former-conformed-name": "CRI INSURED MORTGAGE ASSOCIATION INC", "date-changed": "19920703"}}
text: ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                            ----------------------------
  
                                      FORM 8-K
  
                            -----------------------------
  
                                   CURRENT REPORT
  
       PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  
                                  January 18, 2006
                  Date of report (Date of earliest event reported)
  
                                   CRIIMI MAE INC.
               (Exact name of registrant as specified in its charter)
  
      Maryland                        1-10360                      52-1622022
  (State or other             (Commission File Number)          (I.R.S. Employer
  jurisdiction of                                              Identification No.)
   incorporation)
  
                                11200 Rockville Pike
                              Rockville, Maryland 20852
    (Address of principal executive offices, including zip code, of Registrant)
  
                                   (301) 255-4700
                (Registrant's telephone number, including area code)
  
              Check the appropriate box below if the Form 8-K filing is
             intended to simultaneously satisfy the filing obligation of
                the registrant under any of the following provisions:
  
     __  Writing communications pursuant to Rule 425 under the Securities Act
                                (17 CFR 230.425)
  
     __  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
                               (17 CFR 240.14A12)
  
     __  Pre-commencement communications pursuant to Rule 14d-2(b) under the
                       Exchange Act (17 CFR 240.14d-2(b))
  
     __  Pre-commencement communications pursuant to Rule 13e-4(c) under the
                       Exchange Act (17 CFR 240.13e-4(c))
  
  ================================================================================
  Item 5.01 Change in Control of Registrant
  
           On January 18, 2006, pursuant to an Agreement and Plan of Merger dated
           as of October 6, 2005, as amended and restated on November 30, 2005
           (the "Merger Agreement"), CDP Capital-Financing Inc., a wholly-owned
           subsidiary of Caisse de depot et placement du Quebec, acquired CRIIMI
           MAE Inc. ("CRIIMI MAE"), by means of a merger of Cadim W.F. Co.
           ("Cadim") with and into CRIIMI MAE. Upon consummation of the merger,
           each share of common stock, par value $.01 per share of CRIIMI MAE
           issued and outstanding immediately prior to the effective time of the
           merger was converted into the right to receive $20.00 in cash, without
           interest thereon. Each share of common stock of CRIIMI MAE held by
           CRIIMI MAE's subsidiaries was canceled. Each share of CRIIMI MAE's
           Series B Preferred Stock issued and outstanding immediately prior to
           the effective time of the merger remains outstanding as a share of
           Series B Preferred Stock of the surviving corporation without any
           change or modification to the rights, preferences or voting power of
           such share or holder. In accordance with the terms of the Series B
           Preferred Stock, shares of Series B Preferred Stock will not be
           convertible into shares of the surviving corporation's common stock.
           Each issued and outstanding share of common stock of Cadim was
           converted into a share of common stock of the surviving corporation.
  
           The aggregate consideration payable to the former holders of common
           stock of CRIIMI MAE was approximately $322 million. Such funds were
           obtained by CDP Capital-Financing, Inc. from the issuance of common
           shares to the Caisse de depot et placement du Quebec, which purchased
           them with its own funds.  Upon the consummation of the merger, the
           directors and officers of Cadim became the officers and directors,
           respectively, of the surviving corporation.
  
  Item 9.01 Financial Statements and Exhibits
  
  (a) Not applicable
  
  (b) Not applicable
  
  (c) Exhibits
  
  EXHIBITS NO.   DESCRIPTION
  ------------   -----------
  
  99.1           Press Release on January 18, 2006 announcing completion of merger
  SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                          CRIIMI MAE INC.
  
  Date:    January 18, 2006               By: /S/ Marisa Giannetti
                                             ------------------------------
                                              Name: Marisa Giannetti
                                              Title: Vice President
  
                                          By: /S/ Line Lefebvre
                                             ------------------------------
                                              Name: Line Lefebvre
                                              Title: Vice President