As filed with the Securities and Exchange Commission on November 9, 2001
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ---------------

                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933
                                 ---------------

                                 CRIIMI MAE INC.
            (Exact name of registrant as specified in its charter)

          Maryland                                    52-1622022
(State or other jurisdiction of          (I.R.S. employer identification number)
incorporation or organization)

                           11200 Rockville Pike
                       Rockville, Maryland 20852
      (Address, including zip code, of principal executive offices)
                             ---------------

                            2001 Stock Incentive Plan
                            (Full title of the Plan)
                                ---------------

                               William B. Dockser
                              Chairman of the Board
                              11200 Rockville Pike
                            Rockville, Maryland 20852
                                 (301) 816-2300
(Name, address and telephone number, including area code, of agent for service)
                                 ---------------

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

====================================================================================================================
                                                                     Proposed     Proposed Maximum
                Title of                          Amount             Maximum         Aggregate        Amount of
               Securities                         to be           Offering Price   Offering Price  Registration Fee
            to be Registered                    Registered          Per Share

--------------------------------------------------------------------------------------------------------------------
<S>        <C>                                  <C>               <C>              <C>             <C>
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share      610,000 shares (1)      $ 2.60(2)     $ 1,586,000(2)   $ 396.50
====================================================================================================================
</TABLE>
     (1)  Represents  the maximum number of shares of Common Stock of CRIIMI MAE
Inc. (the  "Registrant")  issuable under the  Registrant's  2001 Stock Incentive
Plan (the  "Plan").  This  number  of  shares  has been  adjusted  to  reflect a
one-for-ten reverse stock split effected October 17, 2001.

     (2)  Estimated  solely for purposes of  calculating  the  registration  fee
pursuant to Rule  457(h)  under the  Securities  Act of 1933,  as amended,  (the
"Securities  Act")  based  on the  average  of the high  and low  prices  of the
Registrant's Common Stock on November 7, 2001.

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given  to  participants  under  the  Plan as  specified  in Rule
428(b)(1) under the Securities Act.

     Such  document(s)  are not being  filed with the  Securities  and  Exchange
Commission (the "SEC"), but constitute (along with the documents incorporated by
reference into the Registration  Statement pursuant to Item 3 of Part II hereof)
a prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     The  following   documents  filed  by  the  Registrant  with  the  SEC  are
incorporated by reference in this Registration Statement:

     1. The Registrant's  Annual Report on form 10-K for the year ended December
31, 2000.

     2. The  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
March 31, 2001.

     3. The  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
June 30, 2001.

     4. The Registrant's Current Report on Form 8-K filed January 22, 2001.

     5. The Registrant's Current Report on Form 8-K filed June 1, 2001.

     6. The Registrant's Current Report on Form 8-K filed July 10, 2001.

     7. The Registrant's Current Report on Form 8-K filed August 14, 2001.

     8.  Description  of  Registrant's  Common Stock  contained in  Registrant's
Registration Statement on Form 8-A filed with the SEC on October 16, 1989.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Act prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.           Description of Securities.

         Not applicable.


<PAGE>

Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

     Under Maryland law, a corporation formed under Maryland law is permitted to
limit,  by  provisions  in its articles of  incorporation,  the liability of its
directors and officers to the corporation or its  stockholders for money damages
except  for (i)  actual  receipt  of an  improper  benefit  or  profit in money,
property or services or (ii) active and deliberate  dishonesty  established by a
final  judgment  as being  material  to the cause of  action.  The  Registrant's
Articles of Incorporation and Bylaws include such a provision, which limits such
liability to the fullest extent permitted by Maryland law.

     The  Registrant's  Articles of  Incorporation  and Bylaws  provide that the
Registrant  shall indemnify its directors and officers,  and may indemnify other
persons who may be indemnified,  to the fullest extent permitted by Maryland law
against any liability and related expenses (including  attorneys' fees) incurred
in conjunction with any proceeding or threatened proceeding in which any of them
may be involved, or threatened to be involved, as a party or otherwise,  arising
out of or incidental to the Registrant's  business. The Registrant has purchased
and  maintains  liability  insurance  against  liabilities  that may be asserted
against  such  persons  in  connection  with  the  Registrant,  whether  or  not
indemnification against such liabilities would be permitted under the provisions
of the Registrant's Articles of Incorporation and Bylaws.

     Section  2-418 of the  General  Corporation  Law of the  State of  Maryland
provides,  together with the Registrant's  Articles of Incorporation  and Bylaws
described  above,  for the  indemnification  of  directors,  officers  and other
corporate agents in terms  sufficiently  broad to indemnify such persons,  under
certain  circumstances,  for liabilities  (including  reimbursements of expenses
incurred) arising under the Securities Act.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.
                                Exhibit Schedule

        Exhibit No.                   Description of Exhibit

Exhibit 3               Registrant's Articles of Amendment and Restatement,
                        including Exhibits thereto filed with the Maryland State
                        Department of Assessments and Taxation on April 17, 2001
                        (incorporated by reference herein to Exhibit 3.1 to the
                        Registrant's Current Report on Form 8-K filed with the
                        SEC on June 1, 2001).

Exhibit 4               Registrant's 2001 Stock Incentive Plan (incorporated by
                        reference to Annex B to Definitive Proxy Statement filed
                        with the SEC on August 16, 2001).

<PAGE>

Exhibit 5               Opinion of Venable, Baetjer and Howard, LLP.  Filed
                        herewith.

Exhibit 23.1            Consent of Venable, Baetjer and Howard, LLP.  Included
                        in Exhibit 5 hereto.

Exhibit 23.2            Consent of Arthur Andersen LLP.  Filed herewith.

Exhibit 24              Power of Attorney.  Included on the signature page of
                        this Registration Statement.

Item 9.           Undertakings.

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                     (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act;

                     (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in the volume of securities offered (if the total
                  dollar value of securities offered would not exceed that which
                  was registered) and any deviation from the low or high end of
                  the estimated maximum offering range may be reflected in the
                  form of prospectus filed with the SEC pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than a twenty percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective Registration
                  Statement; and

                     (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

                           Provided, however, that paragraphs (a)(1)(i) and
                  (a)(1)(ii) do not apply if the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed by the Registrant pursuant
                  to Section 13 or Section 15(d) of the Securities Exchange Act
                  of 1934 that are incorporated by reference in the Registration
                  Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

<PAGE>

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockville, State of Maryland on the ninth day of
November 2001.

                                             CRIIMI MAE INC.



                                             /s/William B. Dockser
                                             -----------------------------
                                             William B. Dockser
                                             Chairman of the Board and
                                             Principal Executive Officer


                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
William B. Dockser and H. William Willoughby, and each of them severally, his or
her true and lawful attorney-in-fact and agent, acting alone, with full power of
substitution and resubstitution, for him or her and in his or her name place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorneys-in-fact and agents, full power and authority
to do and perform each and every act and thing, requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

        Name                       Title                             Date
        ----                       -----                             ----

/s/William B. Dockser
--------------------------   Chairman of the Board              November 5, 2001
William B. Dockser        (Principal Executive Officer)

/s/H. William Willoughby
-------------------------- Director, President and Secretary    November 6, 2001
H. William Willoughby

/s/Cynthia O. Azzara
--------------------------   Senior Vice President, Chief       November 8, 2001
Cynthia O. Azzara           Financial Officer and Treasurer
                          (Principal Financial and Accounting
                                      Officer)

/s/Robert J. Merrick
--------------------------           Director                   November 2, 2001
Robert J. Merrick


<PAGE>


/s/Robert E. Woods
--------------------------           Director                   November 2, 2001
Robert E. Woods

/s/John R. Cooper
--------------------------           Director                   November 2, 2001
John R. Cooper

/s/Alan M. Jacobs
--------------------------           Director                   November 2, 2001
Alan M. Jacobs

/s/Donald J. MacKinnon
--------------------------           Director                   November 2, 2001
Donald J. MacKinnon

/s/Donald C. Wood
--------------------------           Director                   November 2, 2001
Donald C. Wood

/s/Michael F. Wurst
--------------------------           Director                   November 8, 2001
Michael F. Wurst


<PAGE>


                                  EXHIBIT INDEX

                                Exhibit Schedule

Exhibit No.                                  Description of Exhibit

Exhibit 3          Registrant's Articles of Amendment and Restatement, including
                   Exhibits thereto filed with the Maryland State Department of
                   Assessments and Taxation on April 17, 2001 (incorporated by
                   reference herein to Exhibit 3.1 to the Registrant's Current
                   Report on Form 8-K filed with the SEC on June 1, 2001).

Exhibit 4          Registrant's 2001 Stock Incentive Plan (incorporated by
                   reference to Annex B to Definitive Proxy Statement filed with
                   the SEC on August 16, 2001).

Exhibit 5          Opinion of Venable, Baetjer and Howard, LLP.  Filed herewith.

Exhibit 23.1       Consent of Venable, Baetjer and Howard, LLP.  Included in
                   Exhibit 5 hereto.

Exhibit 23.2       Consent of Arthur Andersen LLP.  Filed herewith.

Exhibit 24         Power of Attorney.  Included on the signature page of this
                   Registration Statement.




<PAGE>



                                                                      EXHIBIT 5









                                             November 9, 2001


CRIIMI MAE Inc.
11200 Rockville Pike
Rockville, MD  20852

                  Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

                  We have acted as special Maryland counsel for CRIIMI MAE Inc.
(the "Corporation") in connection with a registration statement on Form S-8 of
the Corporation to be filed with the Securities and Exchange Commission (the
"Registration Statement"), pertaining to the registration of 610,000 shares of
common stock (par value $.01 per share) of the Corporation (the "Shares") for
issuance and sale pursuant to the Corporation's 2001 Stock Incentive Plan (the
"Plan").

                  As special counsel for the Corporation, we are familiar with
its Charter and Bylaws. We have examined the prospectus included in its
Registration Statement substantially in the form in which it is to become
effective and the Plan. We have further examined and relied upon a certificate
of the Maryland State Department of Assessments and Taxation to the effect that
the Corporation is duly incorporated and existing under the laws of the State of
Maryland and is in good standing and duly authorized to transact business in the
State of Maryland.

                  We have also examined and relied upon such corporate records
of the Corporation and other documents and certificates with respect to factual
matters as we have deemed necessary to render the opinion expressed herein. With
respect to the documents we have reviewed, we have assumed, without independent
verification, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity with originals of all
documents submitted to us as copies. As to any facts material to this opinion
that we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Corporation.

                  Based upon the foregoing, we are of the opinion that when
sold, issued and paid for as contemplated in the Plan, the Shares will be duly
authorized, validly issued, fully paid and nonassessable.

                  This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as the authorization and issuance
of stock. It does not extend to the securities or "blue sky" laws of Maryland,
to federal securities laws or to other laws.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission thereunder. This opinion
is intended solely for your use in connection with the transactions described
above. No other person may rely on this opinion for any other purpose without
our prior written consent.

                                            Very truly yours,


                                            /s/Venable, Baetjer and Howard, LLP
                                            -----------------------------------
                                            Venable, Baetjer and Howard, LLP
<PAGE>



                                                                   EXHIBIT 23.2

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


         As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
April 11, 2001 included in CRIIMI MAE Inc.'s Form 10-K for the year ended
December 31, 2000 and to all references to our Firm included in this
Registration Statement.


/s/ARTHUR ANDERSEN LLP
-------------------------------
ARTHUR ANDERSEN LLP
Vienna, Virginia
November 9, 2001
[{"type": "S-8", "sequence": "1", "filename": "s_8-cs.txt", "description": "COMMON STOCK", "secsgml_size_bytes": 21446}]
{"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": "S-8", "act": "33", "file-number": "333-73100", "film-number": "1780348"}, "business-address": {"street1": "11200 ROCKVILLE PIKE", "city": "ROCKVILLE", "state": "MD", "zip": "20852", "phone": "3018162300"}, "former-company": {"former-conformed-name": "CRI INSURED MORTGAGE ASSOCIATION INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on November 9, 2001
                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ---------------

                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933
                                 ---------------

                                 CRIIMI MAE INC.
            (Exact name of registrant as specified in its charter)

          Maryland                                    52-1622022
(State or other jurisdiction of          (I.R.S. employer identification number)
incorporation or organization)

                           11200 Rockville Pike
                       Rockville, Maryland 20852
      (Address, including zip code, of principal executive offices)
                             ---------------

                            2001 Stock Incentive Plan
                            (Full title of the Plan)
                                ---------------

                               William B. Dockser
                              Chairman of the Board
                              11200 Rockville Pike
                            Rockville, Maryland 20852
                                 (301) 816-2300
(Name, address and telephone number, including area code, of agent for service)
                                 ---------------
CALCULATION OF REGISTRATION FEE

====================================================================================================================
                                                                     Proposed     Proposed Maximum
                Title of                          Amount             Maximum         Aggregate        Amount of
               Securities                         to be           Offering Price   Offering Price  Registration Fee
            to be Registered                    Registered          Per Share

--------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share      610,000 shares (1)      $ 2.60(2)     $ 1,586,000(2)   $ 396.50
====================================================================================================================
(1)  Represents  the maximum number of shares of Common Stock of CRIIMI MAE
Inc. (the  "Registrant")  issuable under the  Registrant's  2001 Stock Incentive
Plan (the  "Plan").  This  number  of  shares  has been  adjusted  to  reflect a
one-for-ten reverse stock split effected October 17, 2001.

     (2)  Estimated  solely for purposes of  calculating  the  registration  fee
pursuant to Rule  457(h)  under the  Securities  Act of 1933,  as amended,  (the
"Securities  Act")  based  on the  average  of the high  and low  prices  of the
Registrant's Common Stock on November 7, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or given  to  participants  under  the  Plan as  specified  in Rule
428(b)(1) under the Securities Act.

     Such  document(s)  are not being  filed with the  Securities  and  Exchange
Commission (the "SEC"), but constitute (along with the documents incorporated by
reference into the Registration  Statement pursuant to Item 3 of Part II hereof)
a prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     The  following   documents  filed  by  the  Registrant  with  the  SEC  are
incorporated by reference in this Registration Statement:

     1. The Registrant's  Annual Report on form 10-K for the year ended December
31, 2000.

     2. The  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
March 31, 2001.

     3. The  Registrant's  Quarterly  Report on Form 10-Q for the quarter  ended
June 30, 2001.

     4. The Registrant's Current Report on Form 8-K filed January 22, 2001.

     5. The Registrant's Current Report on Form 8-K filed June 1, 2001.

     6. The Registrant's Current Report on Form 8-K filed July 10, 2001.

     7. The Registrant's Current Report on Form 8-K filed August 14, 2001.

     8.  Description  of  Registrant's  Common Stock  contained in  Registrant's
Registration Statement on Form 8-A filed with the SEC on October 16, 1989.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Act prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.           Description of Securities.

         Not applicable.
Item 5.           Interests of Named Experts and Counsel.

         Not applicable.

Item 6.           Indemnification of Directors and Officers.

     Under Maryland law, a corporation formed under Maryland law is permitted to
limit,  by  provisions  in its articles of  incorporation,  the liability of its
directors and officers to the corporation or its  stockholders for money damages
except  for (i)  actual  receipt  of an  improper  benefit  or  profit in money,
property or services or (ii) active and deliberate  dishonesty  established by a
final  judgment  as being  material  to the cause of  action.  The  Registrant's
Articles of Incorporation and Bylaws include such a provision, which limits such
liability to the fullest extent permitted by Maryland law.

     The  Registrant's  Articles of  Incorporation  and Bylaws  provide that the
Registrant  shall indemnify its directors and officers,  and may indemnify other
persons who may be indemnified,  to the fullest extent permitted by Maryland law
against any liability and related expenses (including  attorneys' fees) incurred
in conjunction with any proceeding or threatened proceeding in which any of them
may be involved, or threatened to be involved, as a party or otherwise,  arising
out of or incidental to the Registrant's  business. The Registrant has purchased
and  maintains  liability  insurance  against  liabilities  that may be asserted
against  such  persons  in  connection  with  the  Registrant,  whether  or  not
indemnification against such liabilities would be permitted under the provisions
of the Registrant's Articles of Incorporation and Bylaws.

     Section  2-418 of the  General  Corporation  Law of the  State of  Maryland
provides,  together with the Registrant's  Articles of Incorporation  and Bylaws
described  above,  for the  indemnification  of  directors,  officers  and other
corporate agents in terms  sufficiently  broad to indemnify such persons,  under
certain  circumstances,  for liabilities  (including  reimbursements of expenses
incurred) arising under the Securities Act.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.
                                Exhibit Schedule

        Exhibit No.                   Description of Exhibit

Exhibit 3               Registrant's Articles of Amendment and Restatement,
                        including Exhibits thereto filed with the Maryland State
                        Department of Assessments and Taxation on April 17, 2001
                        (incorporated by reference herein to Exhibit 3.1 to the
                        Registrant's Current Report on Form 8-K filed with the
                        SEC on June 1, 2001).

Exhibit 4               Registrant's 2001 Stock Incentive Plan (incorporated by
                        reference to Annex B to Definitive Proxy Statement filed
                        with the SEC on August 16, 2001).
Exhibit 5               Opinion of Venable, Baetjer and Howard, LLP.  Filed
                        herewith.

Exhibit 23.1            Consent of Venable, Baetjer and Howard, LLP.  Included
                        in Exhibit 5 hereto.

Exhibit 23.2            Consent of Arthur Andersen LLP.  Filed herewith.

Exhibit 24              Power of Attorney.  Included on the signature page of
                        this Registration Statement.

Item 9.           Undertakings.

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                     (i) To include any prospectus required by Section 10(a)(3)
                  of the Securities Act;

                     (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in the volume of securities offered (if the total
                  dollar value of securities offered would not exceed that which
                  was registered) and any deviation from the low or high end of
                  the estimated maximum offering range may be reflected in the
                  form of prospectus filed with the SEC pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than a twenty percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective Registration
                  Statement; and

                     (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

                           Provided, however, that paragraphs (a)(1)(i) and
                  (a)(1)(ii) do not apply if the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed by the Registrant pursuant
                  to Section 13 or Section 15(d) of the Securities Exchange Act
                  of 1934 that are incorporated by reference in the Registration
                  Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockville, State of Maryland on the ninth day of
November 2001.

                                             CRIIMI MAE INC.

                                             /s/William B. Dockser
                                             -----------------------------
                                             William B. Dockser
                                             Chairman of the Board and
                                             Principal Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below constitutes and appoints
William B. Dockser and H. William Willoughby, and each of them severally, his or
her true and lawful attorney-in-fact and agent, acting alone, with full power of
substitution and resubstitution, for him or her and in his or her name place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorneys-in-fact and agents, full power and authority
to do and perform each and every act and thing, requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, acting alone, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

        Name                       Title                             Date
        ----                       -----                             ----

/s/William B. Dockser
--------------------------   Chairman of the Board              November 5, 2001
William B. Dockser        (Principal Executive Officer)

/s/H. William Willoughby
-------------------------- Director, President and Secretary    November 6, 2001
H. William Willoughby

/s/Cynthia O. Azzara
--------------------------   Senior Vice President, Chief       November 8, 2001
Cynthia O. Azzara           Financial Officer and Treasurer
                          (Principal Financial and Accounting
                                      Officer)

/s/Robert J. Merrick
--------------------------           Director                   November 2, 2001
Robert J. Merrick
/s/Robert E. Woods
--------------------------           Director                   November 2, 2001
Robert E. Woods

/s/John R. Cooper
--------------------------           Director                   November 2, 2001
John R. Cooper

/s/Alan M. Jacobs
--------------------------           Director                   November 2, 2001
Alan M. Jacobs

/s/Donald J. MacKinnon
--------------------------           Director                   November 2, 2001
Donald J. MacKinnon

/s/Donald C. Wood
--------------------------           Director                   November 2, 2001
Donald C. Wood

/s/Michael F. Wurst
--------------------------           Director                   November 8, 2001
Michael F. Wurst
EXHIBIT INDEX

                                Exhibit Schedule

Exhibit No.                                  Description of Exhibit

Exhibit 3          Registrant's Articles of Amendment and Restatement, including
                   Exhibits thereto filed with the Maryland State Department of
                   Assessments and Taxation on April 17, 2001 (incorporated by
                   reference herein to Exhibit 3.1 to the Registrant's Current
                   Report on Form 8-K filed with the SEC on June 1, 2001).

Exhibit 4          Registrant's 2001 Stock Incentive Plan (incorporated by
                   reference to Annex B to Definitive Proxy Statement filed with
                   the SEC on August 16, 2001).

Exhibit 5          Opinion of Venable, Baetjer and Howard, LLP.  Filed herewith.

Exhibit 23.1       Consent of Venable, Baetjer and Howard, LLP.  Included in
                   Exhibit 5 hereto.

Exhibit 23.2       Consent of Arthur Andersen LLP.  Filed herewith.

Exhibit 24         Power of Attorney.  Included on the signature page of this
                   Registration Statement.
EXHIBIT 5

                                             November 9, 2001

CRIIMI MAE Inc.
11200 Rockville Pike
Rockville, MD  20852

                  Re:      Registration Statement on Form S-8

Ladies and Gentlemen:

                  We have acted as special Maryland counsel for CRIIMI MAE Inc.
(the "Corporation") in connection with a registration statement on Form S-8 of
the Corporation to be filed with the Securities and Exchange Commission (the
"Registration Statement"), pertaining to the registration of 610,000 shares of
common stock (par value $.01 per share) of the Corporation (the "Shares") for
issuance and sale pursuant to the Corporation's 2001 Stock Incentive Plan (the
"Plan").

                  As special counsel for the Corporation, we are familiar with
its Charter and Bylaws. We have examined the prospectus included in its
Registration Statement substantially in the form in which it is to become
effective and the Plan. We have further examined and relied upon a certificate
of the Maryland State Department of Assessments and Taxation to the effect that
the Corporation is duly incorporated and existing under the laws of the State of
Maryland and is in good standing and duly authorized to transact business in the
State of Maryland.

                  We have also examined and relied upon such corporate records
of the Corporation and other documents and certificates with respect to factual
matters as we have deemed necessary to render the opinion expressed herein. With
respect to the documents we have reviewed, we have assumed, without independent
verification, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity with originals of all
documents submitted to us as copies. As to any facts material to this opinion
that we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Corporation.

                  Based upon the foregoing, we are of the opinion that when
sold, issued and paid for as contemplated in the Plan, the Shares will be duly
authorized, validly issued, fully paid and nonassessable.

                  This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as the authorization and issuance
of stock. It does not extend to the securities or "blue sky" laws of Maryland,
to federal securities laws or to other laws.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission thereunder. This opinion
is intended solely for your use in connection with the transactions described
above. No other person may rely on this opinion for any other purpose without
our prior written consent.

                                            Very truly yours,

                                            /s/Venable, Baetjer and Howard, LLP
                                            -----------------------------------
                                            Venable, Baetjer and Howard, LLP
EXHIBIT 23.2

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

         As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
April 11, 2001 included in CRIIMI MAE Inc.'s Form 10-K for the year ended
December 31, 2000 and to all references to our Firm included in this
Registration Statement.

/s/ARTHUR ANDERSEN LLP
-------------------------------
ARTHUR ANDERSEN LLP
Vienna, Virginia
November 9, 2001