As filed with the Securities and Exchange Commission on May 16, 2002
                                                     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
  incorporation or organization)                    identification number)

                              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 Fee
            to be Registered                 Registered               Per Share            Price
<S>                                         <C>                       <C>              <C>                    <C>
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share      25,000 shares (1)         $5.11 (2)       $127,750.00 (2)        $11.75
--------------------------------------------------------------------------------------------------------------------------
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 May 9, 2002.

(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>2


                                EXPLANATORY NOTE

     As  permitted  by  General  Instruction  E to Form S-8,  this  Registration
Statement   incorporates   by  reference  the   information   contained  in  the
registration  statement relating to the CRIIMI MAE Management,  Inc.  Retirement
Plan (Registration No. 333-68106).


                                     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, 2001,  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, 2001.

3.   The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
     2002.

4.   Current Report on Form 8-K filed January 25, 2002.

5.   Current Report on Form 8-K filed February 13, 2002.

6.   Current Report on Form 8-K filed March 22, 2002.

7.   Current Report on Form 8-K filed May 10, 2002.

8.   Current Report on Form 8-K filed May 16, 2002.


     All  documents  filed by the  Registrant  and the Plan pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act  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.

<PAGE>3

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 with the Commission on 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 with the Commission on
          July 9, 1998).

4.3       Registrant's  Second  Amended and  Restated  Stock Option Plan for Key
          Employees  (incorporated  by reference  herein to Exhibit G to Exhibit
          99.6 to the  Registrant's  Current  Report on Form 8-K filed  with the
          Commission on September 22, 2000).
<PAGE>4

4.4       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 Commission on June 1, 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 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
          Commission on April 13, 2001).

4.6       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
          Commission on April 13, 2001).

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

4.8       Rights Agreement, dated as of January 23, 2002 between CRIIMI MAE Inc.
          and Registrar and Transfer Company,  as Rights Agent  (incorporated by
          reference to Exhibit 4 to the Company's Registration Statement on Form
          8-A filed with the Commission on January 25, 2002).

4.9       First  Amendment  to  the  Rights   Agreement  dated  March  14,  2002
          (incorporated  by reference  to Exhibit 4.1 to Current  Report on Form
          8-K filed on March 22, 2002).

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

          (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
<PAGE>5

          (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  Exchange  Act 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 Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) 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
     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  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 of 1986, as amended,  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>6

                                   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 May 16, 2002.

                                                     CRIIMI MAE INC.

                                                By:/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 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,  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            May 16, 2002
------------------------------------                        Executive Officer
William B. Dockser

/s/ H. William Willoughby                           Director, President and Secretary             May 16, 2002
------------------------------------
H. William Willoughby

/s/ Cynthia O. Azzara                               Senior Vice President, Chief Financial        May 16, 2002
------------------------------------                        Officer and Treasurer
Cynthia O. Azzara

/s/ Robert J. Merrick                                           Director                          May 16, 2002
------------------------------------
Robert J. Merrick

/s/ John R. Cooper                                              Director                          May 16, 2002
------------------------------------
John R. Cooper

/s/ Donald C. Wood                                              Director                          May 16, 2002
------------------------------------
Donald C. Wood
</TABLE>
<PAGE>7

         Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the employee benefit plan) have 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 May 16, 2002.



                                                CRIIMI MAE MANAGEMENT, INC.
                                                Retirement Plan


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

<PAGE>8
                                  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 with the Commission on 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 with the Commission on
          July 9, 1998).

4.3       Registrant's  Second  Amended and  Restated  Stock Option Plan for Key
          Employees  (incorporated  by reference  herein to Exhibit G to Exhibit
          99.6 to the  Registrant's  Current  Report on Form 8-K filed  with the
          Commission on September 22, 2000).

4.4       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 Commission on June 1, 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 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
          Commission on April 13, 2001).

4.6      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 Commission on
         April 13, 2001).

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

4.8       Rights Agreement, dated as of January 23, 2002 between CRIIMI MAE Inc.
          and Registrar and Transfer Company,  as Rights Agent  (incorporated by
          reference to Exhibit 4 to the Company's Registration Statement on Form
          8-A filed with the Commission on January 25, 2002).

4.9       First  Amendment  to  the  Rights   Agreement  dated  March  14,  2002
          (incorporated  by reference  to Exhibit 4.1 to Current  Report on Form
          8-K filed on March 22, 2002).

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>9

                                                                    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 March 21, 2002
included in CRIIMI MAE Inc.'s Form 10-K for the year ended December 31, 2001 and
to all references to our Firm included in this Registration Statement.




/s/Arthur Andersen LLP
Vienna, Virginia
May 14, 2002


<PAGE>10

                                                                    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 May 10, 2002
included in the CRIIMI MAE Management,  Inc. Retirement Plan's Form 11-K for the
year ended  December 31, 2001 and to all references to our Firm included in this
Registration Statement.





/s/Arthur Andersen LLP
Vienna, Virginia
May 14, 2002




<PAGE>11

                                                                SEC COVER LETTER

                                  May 16, 2002

VIA EDGAR
---------

U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

     Re: Registration Statement on Form S-8 of CRIIMI MAE Inc.

Ladies and Gentlemen:

     With this  letter,  CRIIMI  MAE Inc.  (the  "Company")  is filing  with the
Securities and Exchange Commission by EDGAR a registration statement on Form S-8
under the  Securities  Act of 1933, as amended,  relating to the issuance,  from
time to time, of up to 25,000 shares of the Company's  common stock  pursuant to
the terms of the  CRIIMI  MAE  Management,  Inc.  Retirement  Plan.  The  $11.75
registration  fee for this  Form  S-8  should  be  deducted  from the  Company's
outstanding registration fee credit balance.

     If you have any  questions  with  respect  to this  filing,  please  do not
hesitate to call the undersigned at (301) 816-2300.

                                Very truly yours,

                               /s/ William B. Dockser
                               ----------------------
                               William B. Dockser
                               Chairman of the Board

Enclosure
[{"type": "S-8", "sequence": "1", "filename": "form_s8-0502.txt", "description": "FORM S-8 0502", "secsgml_size_bytes": 27260}]
{"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": "333-88462", "film-number": "02655160"}, "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 May 16, 2002
                                                     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
  incorporation or organization)                    identification number)

                              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 Fee
            to be Registered                 Registered               Per Share            Price
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share      25,000 shares (1)         $5.11 (2)       $127,750.00 (2)        $11.75
--------------------------------------------------------------------------------------------------------------------------
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 May 9, 2002.

(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.
2

                                EXPLANATORY NOTE

     As  permitted  by  General  Instruction  E to Form S-8,  this  Registration
Statement   incorporates   by  reference  the   information   contained  in  the
registration  statement relating to the CRIIMI MAE Management,  Inc.  Retirement
Plan (Registration No. 333-68106).

                                     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, 2001,  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, 2001.

3.   The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
     2002.

4.   Current Report on Form 8-K filed January 25, 2002.

5.   Current Report on Form 8-K filed February 13, 2002.

6.   Current Report on Form 8-K filed March 22, 2002.

7.   Current Report on Form 8-K filed May 10, 2002.

8.   Current Report on Form 8-K filed May 16, 2002.

     All  documents  filed by the  Registrant  and the Plan pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act  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.
3

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 with the Commission on 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 with the Commission on
          July 9, 1998).

4.3       Registrant's  Second  Amended and  Restated  Stock Option Plan for Key
          Employees  (incorporated  by reference  herein to Exhibit G to Exhibit
          99.6 to the  Registrant's  Current  Report on Form 8-K filed  with the
          Commission on September 22, 2000).
4

4.4       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 Commission on June 1, 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 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
          Commission on April 13, 2001).

4.6       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
          Commission on April 13, 2001).

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

4.8       Rights Agreement, dated as of January 23, 2002 between CRIIMI MAE Inc.
          and Registrar and Transfer Company,  as Rights Agent  (incorporated by
          reference to Exhibit 4 to the Company's Registration Statement on Form
          8-A filed with the Commission on January 25, 2002).

4.9       First  Amendment  to  the  Rights   Agreement  dated  March  14,  2002
          (incorporated  by reference  to Exhibit 4.1 to Current  Report on Form
          8-K filed on March 22, 2002).

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

          (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
5

          (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  Exchange  Act 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 Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) 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
     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  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 of 1986, as amended,  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.
6

                                   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 May 16, 2002.

                                                     CRIIMI MAE INC.

                                                By:/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 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,  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            May 16, 2002
------------------------------------                        Executive Officer
William B. Dockser

/s/ H. William Willoughby                           Director, President and Secretary             May 16, 2002
------------------------------------
H. William Willoughby

/s/ Cynthia O. Azzara                               Senior Vice President, Chief Financial        May 16, 2002
------------------------------------                        Officer and Treasurer
Cynthia O. Azzara

/s/ Robert J. Merrick                                           Director                          May 16, 2002
------------------------------------
Robert J. Merrick

/s/ John R. Cooper                                              Director                          May 16, 2002
------------------------------------
John R. Cooper

/s/ Donald C. Wood                                              Director                          May 16, 2002
------------------------------------
Donald C. Wood
7

         Pursuant to the requirements of the Securities Act, the trustees (or
other persons who administer the employee benefit plan) have 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 May 16, 2002.

                                                CRIIMI MAE MANAGEMENT, INC.
                                                Retirement Plan

                                                By:/s/ William B. Dockser
                                                   ---------------------------
                                                   William B. Dockser
                                                   Chairman of the Board and
                                                   Principal Executive Officer
8
                                  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 with the Commission on 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 with the Commission on
          July 9, 1998).

4.3       Registrant's  Second  Amended and  Restated  Stock Option Plan for Key
          Employees  (incorporated  by reference  herein to Exhibit G to Exhibit
          99.6 to the  Registrant's  Current  Report on Form 8-K filed  with the
          Commission on September 22, 2000).

4.4       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 Commission on June 1, 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 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
          Commission on April 13, 2001).

4.6      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 Commission on
         April 13, 2001).

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

4.8       Rights Agreement, dated as of January 23, 2002 between CRIIMI MAE Inc.
          and Registrar and Transfer Company,  as Rights Agent  (incorporated by
          reference to Exhibit 4 to the Company's Registration Statement on Form
          8-A filed with the Commission on January 25, 2002).

4.9       First  Amendment  to  the  Rights   Agreement  dated  March  14,  2002
          (incorporated  by reference  to Exhibit 4.1 to Current  Report on Form
          8-K filed on March 22, 2002).

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.
9

                                                                    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 March 21, 2002
included in CRIIMI MAE Inc.'s Form 10-K for the year ended December 31, 2001 and
to all references to our Firm included in this Registration Statement.

/s/Arthur Andersen LLP
Vienna, Virginia
May 14, 2002
10

                                                                    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 May 10, 2002
included in the CRIIMI MAE Management,  Inc. Retirement Plan's Form 11-K for the
year ended  December 31, 2001 and to all references to our Firm included in this
Registration Statement.

/s/Arthur Andersen LLP
Vienna, Virginia
May 14, 2002
11

                                                                SEC COVER LETTER

                                  May 16, 2002

VIA EDGAR
---------

U.S. Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

     Re: Registration Statement on Form S-8 of CRIIMI MAE Inc.

Ladies and Gentlemen:

     With this  letter,  CRIIMI  MAE Inc.  (the  "Company")  is filing  with the
Securities and Exchange Commission by EDGAR a registration statement on Form S-8
under the  Securities  Act of 1933, as amended,  relating to the issuance,  from
time to time, of up to 25,000 shares of the Company's  common stock  pursuant to
the terms of the  CRIIMI  MAE  Management,  Inc.  Retirement  Plan.  The  $11.75
registration  fee for this  Form  S-8  should  be  deducted  from the  Company's
outstanding registration fee credit balance.

     If you have any  questions  with  respect  to this  filing,  please  do not
hesitate to call the undersigned at (301) 816-2300.

                                Very truly yours,

                               /s/ William B. Dockser
                               ----------------------
                               William B. Dockser
                               Chairman of the Board

Enclosure