As filed with the Securities and Exchange Commission on August 21, 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)
                                 ---------------

                           CRIIMI MAE Management, Inc.
                                 Retirement Plan
                            (Full title of the Plan)
                                 ---------------

                               William B. Dockser
                              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
     Title of                                 Amount             Maximum              Maximum             Amount of
    Securities                                to be           Offering Price    Aggregate Offering      Registration
  to be Registered                          Registered          Per Share             Price                 Fee
---------------------                    ---------------    ----------------   --------------------    --------------
<S>                                      <C>                <C>                <C>                     <C>
Common Stock, par value $.01 per share   250,000 shares (1)      $ 0.665 (2)       $166,250 (2)             $42
--------------------------------------   ---------------    ----------------   --------------------    --------------
Interests in Plan (3)                         N/A (3)              N/A                 N/A                   N/A
======================================   ===============    ================   ====================    ==============
</TABLE>

     (1) Estimated  maximum  aggregate  number of shares of CRIIMI MAE Inc. (the
"Company")  common stock  purchasable  with employee and employer  contributions
under the CRIIMI MAE  Management,  Inc.  Retirement Plan (the "Plan") during the
next 12 months.
     (2)  Estimated  solely for purposes of  calculating  the  registration  fee
pursuant  to Rule  457(h)(1)  and (c) based on the  average  of the high and low
prices of the Company common stock on August 15, 2001.
     (3) Pursuant to Rule 416(c),  this  Registration  Statement  also covers an
indeterminate  number of  interests  to be offered or sold  pursuant to the Plan
described herein. This Registration  Statement also covers the related interests
in the trust created  pursuant to the Plan. In accordance with Rule 457(h)(2) no
separate fee calculation is made for plan interests.


<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 in the Plan as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

     Such  document(s) are not being filed with the  Commission,  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 are incorporated by reference in this
Registration Statement:

     1. The Annual Report of the CRIIMI MAE Management, Inc. Retirement Plan, on
Form 11-K for the fiscal year ended December 31, 2000, filed pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

     2. The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2000.

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

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

     5. Current Report on Form 8-K filed January 22, 2001.

     6. Current Report on Form 8-K filed June 1, 2001.

     7. Current Report on Form 8-K filed July 10, 2001.

     8. Current Report on Form 8-K filed August 14, 2001.

     All  documents  filed by the  Registrant  and the Plan pursuant to Sections
13(a),13(c),  14 and 15(d) of the Securities  Exchange Act of 1934 subsequent to
the date of this  registration  statement  and prior to the  termination  of the
offering made hereby shall be deemed to be incorporated by reference  herein 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.

<Page>

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 Company's Articles
of  Incorporation  include such a provision  which limits such  liability to the
fullest extent permitted by Maryland law.

     The Company's Bylaws provide that the Company 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
Company's business.  The Company has purchased and maintains liability insurance
against liabilities that may be asserted against such persons in connection with
the Company,  whether or not  indemnification  against such liabilities would be
permitted under the provisions of the Company's Articles of Incorporation.

     Section  2-418 of the  General  Corporation  Law of the  State of  Maryland
provides,  together with the 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 No.       Description of Exhibit
-----------       ----------------------

4.1               Dividend  Reinvestment  and Stock Purchase Plan between CRIIMI
                  MAE Inc. and shareholders  (incorporated by reference from the
                  registration  statement on Form S-3A filed December 9, 1997).

4.2               Prospectus   dated  July  8,  1998  whereby  CRIIMI  MAE  Inc.
                  offers participation in its Dividend Reinvestment and Stock
                  Purchase Plan (incorporated by reference from Form S-3 filed
                  on July 9, 1998).

4.3               Intercreditor  Agreement,  dated as of April 17, 2001,  among
                  Merrill Lynch International,  acting through its agent,
                  Merrill Lynch, Pierce,  Fenner & Smith Incorporated and Wells
                  Fargo Bank Minnesota, National Association,  acting as
                  trustee  under two  Indentures  relating  to the Series A
                  Notes and Series B Notes  (incorporated  by reference to
                  Exhibit 4.1 to Form 8-K filed with the SEC on June 1, 2001).

4.4               Indenture,  dated as of April 17, 2001, and all exhibits and
                  schedules thereto, by and between CRIIMI MAE Inc. and Wells
                  Fargo Bank Minnesota, National Association,  as  trustee
                  relating  to the  Series  A  Notes  (incorporated  by
                  reference  to Exhibit T3C to  Amendment  No. 2 to Form T-3
                  relating to Series A Notes Indenture filed with the SEC on
                  April 13, 2001).

4.5               Indenture,  dated as of April 17, 2001, and all exhibits and
                  schedules thereto, by and between CRIIMI MAE Inc. and Wells
                  Fargo Bank Minnesota, National Association, as trustees
                  relating to


<PAGE>

                  the Series B Notes  (incorporated  by reference to Exhibit T3C
                  to Amendment No. 2 to Form T-3  relating  to Series B Notes
                  Indenture  filed with the SEC on April 13, 2001).

23.1*    Consent of Arthur Andersen LLP.

23.2*    Consent of Arthur Andersen LLP.

24       Power of Attorney (included on signature page of this Registration
         Statement).

*Filed herewith.

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 of 1933;

     (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  Commission  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 of 1933,  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 of 1933, each filing of the
Registrant's  annual  report  pursuant to Section

<PAGE>

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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

     (d)  Pursuant  to Item 8(b) of Form  S-8,  in lieu of an  Internal  Revenue
Service  ("IRS")  determination  letter that the Plan is qualified under Section
401 of the Internal Revenue Code, the Registrant  hereby  undertakes that it has
submitted  the Plan and any  amendments  thereto,  and will  submit  any  future
amendments,  to the IRS in a timely manner and will make all changes required by
the IRS to qualify the Plan.


<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 August 17, 2001.

                                               CRIIMI MAE INC.

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

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors and
officers of CRIIMI MAE Inc.,  hereby  constitute and appoint  William B. Dockser
and  H.   William   Willoughby,   and  each  of  them,   his  true  and   lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name place and stead, in any and all capacities,  to execute any
and all amendments  (including  post-effective  amendments) to this registration
statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the premises,  as fully and to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated below.
<TABLE>
<CAPTION>

                   Name                                          Title                               Date
                   ----                                          -----                               ----
                   <S>                                           <C>                                 <C>

/s/William B. Dockser                             Chairman of the Board and Principal           August 16, 2001
------------------------------------                       Executive Officer
William B. Dockser

/s/ H. William Willoughby                          Director, President and Secretary            August 16, 2001
------------------------------------
H. William Willoughby

/s/Cynthia O. Azzara                            Senior Vice President, Chief Financial          August 16, 2001
------------------------------------                     Officer and Treasurer
Cynthia O. Azzara

/s/Robert J. Merrick                                           Director                         August 17, 2001
------------------------------------
Robert J. Merrick

/s/Robert E. Woods                                             Director                         August 17, 2001
------------------------------------
Robert E. Woods

/s/John R. Cooper                                              Director                         August 17, 2001
------------------------------------
John R. Cooper

/s/Alan M. Jacobs                                              Director                         August 17, 2001
------------------------------------
Alan M. Jacobs


<PAGE>

/s/Donald J. MacKinnon                                         Director                         August 20, 2001
------------------------------------
Donald J. MacKinnon

/s/Donald C. Wood                                              Director                         August 17, 2001
------------------------------------
Donald C. Wood

/s/Michael F. Wurst                                            Director                         August 16, 2001
------------------------------------
Michael F. Wurst
</TABLE>

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.         Description of Exhibit
------------        ----------------------

4.1                 Dividend  Reinvestment  and Stock Purchase Plan between
                    CRIIMI MAE Inc. and shareholders  (incorporated by reference
                    from the registration  statement on Form S-3A filed
                    December 9, 1997).

4.2                 Prospectus   dated  July  8,  1998  whereby  CRIIMI  MAE
                    Inc.  offers participation in its Dividend Reinvestment and
                    Stock Purchase Plan (incorporated by reference from Form S-3
                    filed on July 9, 1998).

4.3                 Intercreditor  Agreement,  dated as of April 17, 2001,
                    among  Merrill Lynch International,  acting through its
                    agent, Merrill Lynch, Pierce,  Fenner & Smith Incorporated
                    and Wells Fargo Bank Minnesota, National Association,
                    acting as  trustee  under two  Indentures  relating  to the
                    Series A Notes and Series B Notes  (incorporated  by
                    reference to Exhibit 4.1 to Form 8-K filed with the SEC
                    on June 1, 2001).

4.4                 Indenture,  dated as of April 17, 2001, and all exhibits and
                    schedules thereto, by and between CRIIMI MAE Inc. and Wells
                    Fargo Bank Minnesota, National Association,  as  trustee
                    relating  to the  Series  A  Notes  (incorporated  by
                    reference  to Exhibit T3C to  Amendment  No. 2 to Form T-3
                    relating to Series A Notes Indenture filed with the SEC on
                    April 13, 2001).

4.5                 Indenture,  dated as of April 17, 2001, and all exhibits and
                    schedules thereto, by and between CRIIMI MAE Inc. and Wells
                    Fargo Bank Minnesota, National Association,  as  trustees
                    relating  to the  Series  B Notes  (incorporated  by
                    reference  to Exhibit T3C to  Amendment  No. 2 to Form T-3
                    relating to Series B Notes Indenture filed with the SEC on
                    April 13, 2001).

23.1*               Consent of Arthur Andersen LLP.

23.2*               Consent of Arthur Andersen LLP.

24                  Power of  Attorney  (included  on  signature  page of this
                    Registration Statement).

*Filed herewith.


<PAGE>


                                                                 EXHIBIT 23.1


                       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
August 20, 2001






<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 July 10, 2001
included in CRIIMI MAE Management, Inc. Retirement Plan's Form 11-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
August 20, 2001
[{"type": "S-8", "sequence": "1", "filename": "form_s-8.txt", "description": "401K PLAN S-8", "secsgml_size_bytes": 23166}, {"type": "S-8", "sequence": "4", "filename": "plan401kdoc.pdf", "description": "FORM S-8", "secsgml_size_bytes": 2444104}]
{"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": "333-68106", "film-number": "1720811"}, "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 August 21, 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)
                                 ---------------

                           CRIIMI MAE Management, Inc.
                                 Retirement Plan
                            (Full title of the Plan)
                                 ---------------

                               William B. Dockser
                              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
     Title of                                 Amount             Maximum              Maximum             Amount of
    Securities                                to be           Offering Price    Aggregate Offering      Registration
  to be Registered                          Registered          Per Share             Price                 Fee
---------------------                    ---------------    ----------------   --------------------    --------------
Common Stock, par value $.01 per share   250,000 shares (1)      $ 0.665 (2)       $166,250 (2)             $42
--------------------------------------   ---------------    ----------------   --------------------    --------------
Interests in Plan (3)                         N/A (3)              N/A                 N/A                   N/A
======================================   ===============    ================   ====================    ==============
(1) Estimated  maximum  aggregate  number of shares of CRIIMI MAE Inc. (the
"Company")  common stock  purchasable  with employee and employer  contributions
under the CRIIMI MAE  Management,  Inc.  Retirement Plan (the "Plan") during the
next 12 months.
     (2)  Estimated  solely for purposes of  calculating  the  registration  fee
pursuant  to Rule  457(h)(1)  and (c) based on the  average  of the high and low
prices of the Company common stock on August 15, 2001.
     (3) Pursuant to Rule 416(c),  this  Registration  Statement  also covers an
indeterminate  number of  interests  to be offered or sold  pursuant to the Plan
described herein. This Registration  Statement also covers the related interests
in the trust created  pursuant to the Plan. In accordance with Rule 457(h)(2) no
separate fee calculation is made for plan interests.
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 in the Plan as specified in Rule 428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act of 1933, as amended (the "Securities Act").

     Such  document(s) are not being filed with the  Commission,  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 are incorporated by reference in this
Registration Statement:

     1. The Annual Report of the CRIIMI MAE Management, Inc. Retirement Plan, on
Form 11-K for the fiscal year ended December 31, 2000, filed pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

     2. The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 2000.

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

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

     5. Current Report on Form 8-K filed January 22, 2001.

     6. Current Report on Form 8-K filed June 1, 2001.

     7. Current Report on Form 8-K filed July 10, 2001.

     8. Current Report on Form 8-K filed August 14, 2001.

     All  documents  filed by the  Registrant  and the Plan pursuant to Sections
13(a),13(c),  14 and 15(d) of the Securities  Exchange Act of 1934 subsequent to
the date of this  registration  statement  and prior to the  termination  of the
offering made hereby shall be deemed to be incorporated by reference  herein 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 Company's Articles
of  Incorporation  include such a provision  which limits such  liability to the
fullest extent permitted by Maryland law.

     The Company's Bylaws provide that the Company 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
Company's business.  The Company has purchased and maintains liability insurance
against liabilities that may be asserted against such persons in connection with
the Company,  whether or not  indemnification  against such liabilities would be
permitted under the provisions of the Company's Articles of Incorporation.

     Section  2-418 of the  General  Corporation  Law of the  State of  Maryland
provides,  together with the 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 No.       Description of Exhibit
-----------       ----------------------

4.1               Dividend  Reinvestment  and Stock Purchase Plan between CRIIMI
                  MAE Inc. and shareholders  (incorporated by reference from the
                  registration  statement on Form S-3A filed December 9, 1997).

4.2               Prospectus   dated  July  8,  1998  whereby  CRIIMI  MAE  Inc.
                  offers participation in its Dividend Reinvestment and Stock
                  Purchase Plan (incorporated by reference from Form S-3 filed
                  on July 9, 1998).

4.3               Intercreditor  Agreement,  dated as of April 17, 2001,  among
                  Merrill Lynch International,  acting through its agent,
                  Merrill Lynch, Pierce,  Fenner & Smith Incorporated and Wells
                  Fargo Bank Minnesota, National Association,  acting as
                  trustee  under two  Indentures  relating  to the Series A
                  Notes and Series B Notes  (incorporated  by reference to
                  Exhibit 4.1 to Form 8-K filed with the SEC on June 1, 2001).

4.4               Indenture,  dated as of April 17, 2001, and all exhibits and
                  schedules thereto, by and between CRIIMI MAE Inc. and Wells
                  Fargo Bank Minnesota, National Association,  as  trustee
                  relating  to the  Series  A  Notes  (incorporated  by
                  reference  to Exhibit T3C to  Amendment  No. 2 to Form T-3
                  relating to Series A Notes Indenture filed with the SEC on
                  April 13, 2001).

4.5               Indenture,  dated as of April 17, 2001, and all exhibits and
                  schedules thereto, by and between CRIIMI MAE Inc. and Wells
                  Fargo Bank Minnesota, National Association, as trustees
                  relating to
the Series B Notes  (incorporated  by reference to Exhibit T3C
                  to Amendment No. 2 to Form T-3  relating  to Series B Notes
                  Indenture  filed with the SEC on April 13, 2001).

23.1*    Consent of Arthur Andersen LLP.

23.2*    Consent of Arthur Andersen LLP.

24       Power of Attorney (included on signature page of this Registration
         Statement).

*Filed herewith.

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 of 1933;

     (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  Commission  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 of 1933,  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 of 1933, 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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

     (d)  Pursuant  to Item 8(b) of Form  S-8,  in lieu of an  Internal  Revenue
Service  ("IRS")  determination  letter that the Plan is qualified under Section
401 of the Internal Revenue Code, the Registrant  hereby  undertakes that it has
submitted  the Plan and any  amendments  thereto,  and will  submit  any  future
amendments,  to the IRS in a timely manner and will make all changes required by
the IRS to qualify the Plan.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, 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 August 17, 2001.

                                               CRIIMI MAE INC.

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

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors and
officers of CRIIMI MAE Inc.,  hereby  constitute and appoint  William B. Dockser
and  H.   William   Willoughby,   and  each  of  them,   his  true  and   lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and his name place and stead, in any and all capacities,  to execute any
and all amendments  (including  post-effective  amendments) to this registration
statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the premises,  as fully and to all intents and purposes as he might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents  or any of them,  or their or his  substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated below.
Name                                          Title                               Date
                   ----                                          -----                               ----
/s/William B. Dockser                             Chairman of the Board and Principal           August 16, 2001
------------------------------------                       Executive Officer
William B. Dockser

/s/ H. William Willoughby                          Director, President and Secretary            August 16, 2001
------------------------------------
H. William Willoughby

/s/Cynthia O. Azzara                            Senior Vice President, Chief Financial          August 16, 2001
------------------------------------                     Officer and Treasurer
Cynthia O. Azzara

/s/Robert J. Merrick                                           Director                         August 17, 2001
------------------------------------
Robert J. Merrick

/s/Robert E. Woods                                             Director                         August 17, 2001
------------------------------------
Robert E. Woods

/s/John R. Cooper                                              Director                         August 17, 2001
------------------------------------
John R. Cooper

/s/Alan M. Jacobs                                              Director                         August 17, 2001
------------------------------------
Alan M. Jacobs
/s/Donald J. MacKinnon                                         Director                         August 20, 2001
------------------------------------
Donald J. MacKinnon

/s/Donald C. Wood                                              Director                         August 17, 2001
------------------------------------
Donald C. Wood

/s/Michael F. Wurst                                            Director                         August 16, 2001
------------------------------------
Michael F. Wurst
EXHIBIT INDEX

Exhibit No.         Description of Exhibit
------------        ----------------------

4.1                 Dividend  Reinvestment  and Stock Purchase Plan between
                    CRIIMI MAE Inc. and shareholders  (incorporated by reference
                    from the registration  statement on Form S-3A filed
                    December 9, 1997).

4.2                 Prospectus   dated  July  8,  1998  whereby  CRIIMI  MAE
                    Inc.  offers participation in its Dividend Reinvestment and
                    Stock Purchase Plan (incorporated by reference from Form S-3
                    filed on July 9, 1998).

4.3                 Intercreditor  Agreement,  dated as of April 17, 2001,
                    among  Merrill Lynch International,  acting through its
                    agent, Merrill Lynch, Pierce,  Fenner & Smith Incorporated
                    and Wells Fargo Bank Minnesota, National Association,
                    acting as  trustee  under two  Indentures  relating  to the
                    Series A Notes and Series B Notes  (incorporated  by
                    reference to Exhibit 4.1 to Form 8-K filed with the SEC
                    on June 1, 2001).

4.4                 Indenture,  dated as of April 17, 2001, and all exhibits and
                    schedules thereto, by and between CRIIMI MAE Inc. and Wells
                    Fargo Bank Minnesota, National Association,  as  trustee
                    relating  to the  Series  A  Notes  (incorporated  by
                    reference  to Exhibit T3C to  Amendment  No. 2 to Form T-3
                    relating to Series A Notes Indenture filed with the SEC on
                    April 13, 2001).

4.5                 Indenture,  dated as of April 17, 2001, and all exhibits and
                    schedules thereto, by and between CRIIMI MAE Inc. and Wells
                    Fargo Bank Minnesota, National Association,  as  trustees
                    relating  to the  Series  B Notes  (incorporated  by
                    reference  to Exhibit T3C to  Amendment  No. 2 to Form T-3
                    relating to Series B Notes Indenture filed with the SEC on
                    April 13, 2001).

23.1*               Consent of Arthur Andersen LLP.

23.2*               Consent of Arthur Andersen LLP.

24                  Power of  Attorney  (included  on  signature  page of this
                    Registration Statement).

*Filed herewith.
EXHIBIT 23.1

                       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
August 20, 2001
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 July 10, 2001
included in CRIIMI MAE Management, Inc. Retirement Plan's Form 11-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
August 20, 2001