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 o           (I.R.S. employer identification number)
  incorporation or organization)

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

        Second Amended and Restated Stock Option Plan for Key Employees
                            (Full title of the Plan)
                               ---------------

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


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                                     Proposed     Proposed Maximum
                Title of                          Amount             Maximum         Aggregate        Amount of
               Securities                         to be           Offering Price   Offering Price  Registration Fee
            to be Registered                    Registered          Per Share

--------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>             <C>              <C>
Common Stock, par value $.01 per share     3,500,000 shares (1)     $0.665(2)      $2,327,500(2)      $581.88
====================================================================================================================
</TABLE>
(1)      Issuable upon exercise of additional options granted or to be
         granted under the Second Amended Restated Stock Option Plan For Key
         Employees pursuant to an aggregate increase in the number of shares of
         Common Stock available for issuance under such Plan from 1,000,000 to
         4,500,000, such aggregate increase representing two increases approved
         on May 12, 1998 and April 2, 2001, respectively.

(2)      Estimated solely for purposes of calculating the registration
         fee pursuant to Rule 457(h). The offering price and registration fee
         are computed on the basis of the average of the high and low prices of
         the Registrant's Common Stock on August 15, 2001.

     This  Registration  Statement is being filed for the purpose of registering
additional   securities  of  the  same  class  as  other  securities  for  which
Registration  Statement No. 333-00303 on Form S-8 and Registration Statement No.
333-29729 on Form S-8, as filed with the Securities and Exchange Commission


<PAGE>

(the "SEC") on January 19, 1996 and June 20, 1997,  respectively,  relating
to the  Registrant's  Second  Amended  and  Restated  Stock  Option Plan for Key
Employees, are effective. Pursuant to General Instruction E, the contents of the
above-identified Registration Statements are hereby incorporated by reference.
























                                      (ii)

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.  Exhibits

                                Exhibit Schedule

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

Exhibit 4.1       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 SEC on September 22, 2000).

Exhibit 4.2       Form of Option Agreement (incorporated by reference herein to
                  Exhibit 4(e) to Form S-8 filed with the SEC on January 19,
                  1996).

Exhibit 4.3       Registrant's Articles of Amendment and Restatement, including
                  Exhibit A, Exhibit B, Exhibit C and Exhibit D thereto
                  pertaining to the  preferences, conversion and other rights,
                  voting powers, restrictions and limitations as to dividends,
                  qualifications and terms and conditions of redemption of the
                  Series B Cumulative Convertible Preferred Stock, Series E
                  Cumulative Convertible Preferred Stock, the Series F
                  Redeemable Cumulative Dividend Preferred Stock and the Series
                  G Redeemable Cumulative Dividend Preferred Stock,
                  respectively, filed with the Maryland State Department of
                  Assessments and Taxation on April 17, 2001 (incorporated by
                  reference herein to Exhibit 3.1 to the Registrant's Current
                  Report on Form 8-K filed with the SEC on June 1, 2001).

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

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

Exhibit 23.2      Consent of Arthur Andersen LLP.  Filed herewith.

Exhibit 24        Power of Attorney.  Included on page II-3 of this Registration
                  Statement.


<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 the 16th day of
August 2001.

                                              CRIIMI MAE INC.



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






















                                      II-2

<PAGE>


                                POWER OF ATTORNEY

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

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
                   Name                                          Title                               Date
                   ----                                          -----                               ----
                   <S>                                           <C>                                 <C>
/s/William B. Dockser                                    Chairman of the Board                  August 16, 2001
------------------------------------                 (Principal Executive Officer)
William B. Dockser

/s/H. William Willoughby                           Director, President and Secretary            August 16, 2001
------------------------------------                 (Principal Executive Officer)
H. William Willoughby

/s/Cynthis O. Azzara                            Senior Vice President, Chief Financial          August 16, 2001
------------------------------------                     Officer and Treasurer
Cynthia O. Azzara                            (Principal Financial and Accounting Officer)


/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
</TABLE>


                                      II-3


<PAGE>

                                  EXHIBIT INDEX

                                Exhibit Schedule

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

Exhibit 4.1        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 SEC on September 22, 2000).

Exhibit 4.2        Form of Option Agreement (incorporated by reference herein
                   to Exhibit 4(e) to Form S-8 filed with the SEC on January
                   19, 1996).

Exhibit 4.3        Registrant's Articles of Amendment and Restatement,
                   including Exhibit A, Exhibit B, Exhibit C and Exhibit D
                   thereto pertaining to the preferences, conversion and other
                   rights, voting powers, restrictions and limitations as to
                   dividends, qualifications and terms and conditions of
                   redemption of the Series B Cumulative Convertible Preferred
                   Stock, Series E Cumulative Convertible Preferred Stock, the
                   Series F Redeemable Cumulative Dividend Preferred Stock and
                   the Series G Redeemable Cumulative Dividend Preferred Stock,
                   respectively, filed with the Maryland State Department of
                   Assessments and Taxation on April 17, 2001 (incorporated by
                   reference herein to Exhibit 3.1 to the Registrant's Current
                   Report on Form 8-K filed with the SEC on June 1, 2001).

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

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

Exhibit 23.2       Consent of Arthur Andersen LLP.  Filed herewith.

Exhibit 24         Power of Attorney.  Included on page II-3 of this
                   Registration Statement.



                                      II-4


<PAGE>



                                                                   EXHIBIT 5




                 [Letterhead of Venable, Baetjer and Howard, LLP]




                                              August 20, 2001


CRIIMI MAE Inc.
11200 Rockville Pike
Rockville, MD  20852

     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have  acted as  special  Maryland  counsel  for  CRIIMI  MAE  Inc.  (the
"Corporation")  in connection  with a registration  statement on Form S-8 of the
Corporation  to be filed  with  the  Securities  and  Exchange  Commission  (the
"Registration Statement"), pertaining to the registration of 3,500,000 shares of
common stock (par value $.01 per share) of the  Corporation  (the  "Shares") for
issuance  and sale  pursuant to the  Corporation's  Second  Amended and Restated
Stock Option Plan for Key Employees (the "Plan").

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

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

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

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

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the Securities Act of 1933, as amended, or the Rules and

<PAGE>

Regulations of the Securities and Exchange Commission thereunder. This opinion
is intended solely for your use in connection with the transactions described
above. No other person may rely on this opinion for any other purpose without
our prior written consent.

                                          Very truly yours,


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


<PAGE>



                                                                EXHIBIT 23.2

                         CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


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


/s/Arthur Andersen LLP
----------------------
ARTHUR ANDERSEN LLP
Vienna, Virginia
August 20, 2001
[{"type": "S-8", "sequence": "1", "filename": "nform_s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 16946}]
{"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": "333-68108", "film-number": "1720838"}, "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 o           (I.R.S. employer identification number)
  incorporation or organization)

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

        Second Amended and Restated Stock Option Plan for Key Employees
                            (Full title of the Plan)
                               ---------------

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

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

--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share     3,500,000 shares (1)     $0.665(2)      $2,327,500(2)      $581.88
====================================================================================================================
(1)      Issuable upon exercise of additional options granted or to be
         granted under the Second Amended Restated Stock Option Plan For Key
         Employees pursuant to an aggregate increase in the number of shares of
         Common Stock available for issuance under such Plan from 1,000,000 to
         4,500,000, such aggregate increase representing two increases approved
         on May 12, 1998 and April 2, 2001, respectively.

(2)      Estimated solely for purposes of calculating the registration
         fee pursuant to Rule 457(h). The offering price and registration fee
         are computed on the basis of the average of the high and low prices of
         the Registrant's Common Stock on August 15, 2001.

     This  Registration  Statement is being filed for the purpose of registering
additional   securities  of  the  same  class  as  other  securities  for  which
Registration  Statement No. 333-00303 on Form S-8 and Registration Statement No.
333-29729 on Form S-8, as filed with the Securities and Exchange Commission
(the "SEC") on January 19, 1996 and June 20, 1997,  respectively,  relating
to the  Registrant's  Second  Amended  and  Restated  Stock  Option Plan for Key
Employees, are effective. Pursuant to General Instruction E, the contents of the
above-identified Registration Statements are hereby incorporated by reference.

                                      (ii)
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits

                                Exhibit Schedule

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

Exhibit 4.1       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 SEC on September 22, 2000).

Exhibit 4.2       Form of Option Agreement (incorporated by reference herein to
                  Exhibit 4(e) to Form S-8 filed with the SEC on January 19,
                  1996).

Exhibit 4.3       Registrant's Articles of Amendment and Restatement, including
                  Exhibit A, Exhibit B, Exhibit C and Exhibit D thereto
                  pertaining to the  preferences, conversion and other rights,
                  voting powers, restrictions and limitations as to dividends,
                  qualifications and terms and conditions of redemption of the
                  Series B Cumulative Convertible Preferred Stock, Series E
                  Cumulative Convertible Preferred Stock, the Series F
                  Redeemable Cumulative Dividend Preferred Stock and the Series
                  G Redeemable Cumulative Dividend Preferred Stock,
                  respectively, filed with the Maryland State Department of
                  Assessments and Taxation on April 17, 2001 (incorporated by
                  reference herein to Exhibit 3.1 to the Registrant's Current
                  Report on Form 8-K filed with the SEC on June 1, 2001).

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

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

Exhibit 23.2      Consent of Arthur Andersen LLP.  Filed herewith.

Exhibit 24        Power of Attorney.  Included on page II-3 of this Registration
                  Statement.
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 the 16th day of
August 2001.

                                              CRIIMI MAE INC.

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

                                      II-2
POWER OF ATTORNEY

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

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

/s/H. William Willoughby                           Director, President and Secretary            August 16, 2001
------------------------------------                 (Principal Executive Officer)
H. William Willoughby

/s/Cynthis O. Azzara                            Senior Vice President, Chief Financial          August 16, 2001
------------------------------------                     Officer and Treasurer
Cynthia O. Azzara                            (Principal Financial and Accounting Officer)

/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
II-3
EXHIBIT INDEX

                                Exhibit Schedule

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

Exhibit 4.1        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 SEC on September 22, 2000).

Exhibit 4.2        Form of Option Agreement (incorporated by reference herein
                   to Exhibit 4(e) to Form S-8 filed with the SEC on January
                   19, 1996).

Exhibit 4.3        Registrant's Articles of Amendment and Restatement,
                   including Exhibit A, Exhibit B, Exhibit C and Exhibit D
                   thereto pertaining to the preferences, conversion and other
                   rights, voting powers, restrictions and limitations as to
                   dividends, qualifications and terms and conditions of
                   redemption of the Series B Cumulative Convertible Preferred
                   Stock, Series E Cumulative Convertible Preferred Stock, the
                   Series F Redeemable Cumulative Dividend Preferred Stock and
                   the Series G Redeemable Cumulative Dividend Preferred Stock,
                   respectively, filed with the Maryland State Department of
                   Assessments and Taxation on April 17, 2001 (incorporated by
                   reference herein to Exhibit 3.1 to the Registrant's Current
                   Report on Form 8-K filed with the SEC on June 1, 2001).

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

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

Exhibit 23.2       Consent of Arthur Andersen LLP.  Filed herewith.

Exhibit 24         Power of Attorney.  Included on page II-3 of this
                   Registration Statement.

                                      II-4
EXHIBIT 5

                 [Letterhead of Venable, Baetjer and Howard, LLP]

                                              August 20, 2001

CRIIMI MAE Inc.
11200 Rockville Pike
Rockville, MD  20852

     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have  acted as  special  Maryland  counsel  for  CRIIMI  MAE  Inc.  (the
"Corporation")  in connection  with a registration  statement on Form S-8 of the
Corporation  to be filed  with  the  Securities  and  Exchange  Commission  (the
"Registration Statement"), pertaining to the registration of 3,500,000 shares of
common stock (par value $.01 per share) of the  Corporation  (the  "Shares") for
issuance  and sale  pursuant to the  Corporation's  Second  Amended and Restated
Stock Option Plan for Key Employees (the "Plan").

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

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

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

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

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

                                          Very truly yours,

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

                         CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

/s/Arthur Andersen LLP
----------------------
ARTHUR ANDERSEN LLP
Vienna, Virginia
August 20, 2001