As filed with the Securities and Exchange Commission on June 13, 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 identification number)
  incorporation or organization)

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

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

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

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

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

------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>             <C>                <C>
Common Stock, par value $.01 per share      625,000 shares (1)        $6.53 (2)    $4,081,250 (2)        $375.48
------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Issuable  upon stock  awards to be granted or upon  exercise of options
granted or to be granted  under the 2001 Stock  Incentive  Plan, as amended (the
"Plan").  Represents an increase in the number of shares of CRIIMI MAE Inc. (the
"Registrant")  common stock  available for issuance under such Plan from 610,000
to  1,235,000,  such  increase  approved  on May 14,  2002  by the  Registrant's
stockholders.
(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 Registrant's common stock on June 12, 2002.

<PAGE>

                                EXPLANATORY NOTE

     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.  333-73100 on Form S-8, as filed with the Securities
and Exchange  Commission  ("SEC") on November 9, 2001  relating to the Plan,  is
effective.  Pursuant to General  Instruction  E to Form S-8, the contents of the
above-identified Registration Statement are herby incorporated by reference.

     Section 11(a) of the  Securities  Act of 1933, as amended (the  "Securities
Act")  provides  that if any  part of a  registration  statement  at the time it
becomes effective  contains an untrue statement of a material fact or omitted to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein not misleading,  any person acquiring a security pursuant to
such  registration  statement  (unless  it is  proved  that at the  time of such
acquisition such person knew of such untruth or omission) may sue, among others,
every  accountant who has consented to be named as having  prepared or certified
any part of the  registration  statement or as having  prepared or certified any
report or valuation which is used in connection with the registration  statement
with  respect  to the  statement  in  such  registration  statement,  report  or
valuation  which purports to have been prepared or certified by the  accountant.
The financial  statements of the Registrant  included in the Registrant's Annual
Report on Form 10-K for the fiscal year ended  December  31,  2001 (the  "Annual
Report")  were  audited  by  Arthur  Andersen  LLP  ("Arthur   Andersen"),   the
Registrant's  independent  public  accountant  at the time the Annual Report was
filed with the SEC on March 27, 2002.  As  previously  announced on May 9, 2002,
the Registrant  dismissed Arthur Andersen as its independent  public  accountant
for the 2002 fiscal year.  The  Registrant has been unable to obtain the written
consent of Arthur  Andersen to  incorporate  by reference  in this  Registration
Statement  its report dated March 21, 2002 included in the  Registrant's  Annual
Report.  However, Rule 437a of the Securities Act permits the Registrant to file
this  Registration  Statement  without a written  consent from Arthur  Andersen.
Accordingly,  Arthur Andersen may not be liable to any stockholder under Section
11(a) of the  Securities  Act because it has not  consented to being named as an
expert in this Registration Statement.


                                      (ii)
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.    Exhibits

Exhibit No.                             Description of Exhibit

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

3.1*                       Registrant's Articles of Amendment, filed with the
                           Maryland State Department of Assessments and Taxation
                           on October 12, 2001.

3.2*                       Registrant's Articles Supplementary for its Series H
                           Junior Preferred Stock, filed with the Maryland State
                           Department of Assessments and Taxation on
                           January 30, 2002.

3.3                        Registrant's Articles of Amendment, filed with the
                           Maryland State Department of Assessments and Taxation
                           on May 15, 2002 (incorporated by reference herein to
                           Exhibit 3 to the Registrant's Current Report on Form
                           8-K filed with the SEC on May 16, 2002).

3.4                        Second Amended and Restated Bylaws of CRIIMI MAE Inc.
                           (incorporated by reference to Exhibit 3.2 to the
                           Registrant's Current Report on Form 8-K filed with
                           the SEC on June 1, 2001).

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

5*                         Opinion of Venable, Baetjer and Howard, LLP.

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

23.2                       The Registrant was unable to obtain the written
                           consent of Arthur  Andersen LLP to incorporate by
                           reference its report dated March 21, 2002.  See
                           Explanatory Note on page (ii).

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

*Filed herewith.


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 June 13, 2002.


                                           CRIIMI MAE INC.



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




                                      II-2


<PAGE>


                                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 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 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, 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 and 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 below by the following persons in
the capacities and on the dates indicated below.

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

/s/William B. Dockser                             Chairman of the Board and Principal            June 13, 2002
------------------------------------                       Executive Officer
William B. Dockser

/s/H. William Willoughby                          Director, President and Secretary             June 13, 2002
------------------------------------
H. William Willoughby

                                                Senior Vice President, Chief Financial           June 13, 2002
/s/Cynthia O. Azzara                         Officer, Treasurer and Principal Financial
------------------------------------                    and Accounting Officer
Cynthia O. Azzara

/s/Robert J. Merrick                                           Director                          June 13, 2002
------------------------------------
Robert J. Merrick

/s/Robert E. Woods                                             Director                          June 13, 2002
------------------------------------
Robert E. Woods

/s/John R. Cooper                                              Director                          June 13, 2002
------------------------------------
John R. Cooper

</TABLE>
                                      II-3
<PAGE>



                                  EXHIBIT INDEX

Exhibit No.                                 Description of Exhibit

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

3.1*                       Registrant's Articles of Amendment, filed with the
                           Maryland State Department of Assessments and Taxation
                           on October 12, 2001.

3.2*                       Registrant's Articles Supplementary for its Series H
                           Junior Preferred Stock, filed with the Maryland State
                           Department of Assessments and Taxation on
                           January 30, 2002.

3.3                        Registrant's Articles of Amendment, filed with the
                           Maryland State Department of Assessments and Taxation
                           on May 15, 2002 (incorporated by reference herein to
                           Exhibit 3 to the Registrant's Current Report on Form
                           8-K filed with the SEC on May 16, 2002).

3.4                        Second Amended and Restated Bylaws of CRIIMI MAE Inc.
                           (incorporated by reference to Exhibit 3.2 to the
                           Registrant's Current Report on Form 8-K filed with
                           the SEC on June 1, 2001).

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

5*                         Opinion of Venable, Baetjer and Howard, LLP.

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

23.2                       The Registrant was unable to obtain the written
                           consent of Arthur  Andersen LLP to incorporate by
                           reference its report dated March 21, 2002.  See
                           Explanatory Note on page (ii).

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

*Filed herewith.


                                      II-4

<PAGE>

                                                             SEC COVER LETTER

                                  June 13, 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 an additional 625,000
shares of the Company's  common stock  issuable  under the Company's  2001 Stock
Incentive  Plan,  as  amended.  The $375.19  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": "inc_pln-s8.txt", "description": "2001 INCENTIVE PLAN S-8", "secsgml_size_bytes": 16350}]
{"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": "333-90410", "film-number": "02678258"}, "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 June 13, 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 identification number)
  incorporation or organization)

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

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

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

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

------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share      625,000 shares (1)        $6.53 (2)    $4,081,250 (2)        $375.48
------------------------------------------------------------------------------------------------------------------------
(1) Issuable  upon stock  awards to be granted or upon  exercise of options
granted or to be granted  under the 2001 Stock  Incentive  Plan, as amended (the
"Plan").  Represents an increase in the number of shares of CRIIMI MAE Inc. (the
"Registrant")  common stock  available for issuance under such Plan from 610,000
to  1,235,000,  such  increase  approved  on May 14,  2002  by the  Registrant's
stockholders.
(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 Registrant's common stock on June 12, 2002.
EXPLANATORY NOTE

     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.  333-73100 on Form S-8, as filed with the Securities
and Exchange  Commission  ("SEC") on November 9, 2001  relating to the Plan,  is
effective.  Pursuant to General  Instruction  E to Form S-8, the contents of the
above-identified Registration Statement are herby incorporated by reference.

     Section 11(a) of the  Securities  Act of 1933, as amended (the  "Securities
Act")  provides  that if any  part of a  registration  statement  at the time it
becomes effective  contains an untrue statement of a material fact or omitted to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein not misleading,  any person acquiring a security pursuant to
such  registration  statement  (unless  it is  proved  that at the  time of such
acquisition such person knew of such untruth or omission) may sue, among others,
every  accountant who has consented to be named as having  prepared or certified
any part of the  registration  statement or as having  prepared or certified any
report or valuation which is used in connection with the registration  statement
with  respect  to the  statement  in  such  registration  statement,  report  or
valuation  which purports to have been prepared or certified by the  accountant.
The financial  statements of the Registrant  included in the Registrant's Annual
Report on Form 10-K for the fiscal year ended  December  31,  2001 (the  "Annual
Report")  were  audited  by  Arthur  Andersen  LLP  ("Arthur   Andersen"),   the
Registrant's  independent  public  accountant  at the time the Annual Report was
filed with the SEC on March 27, 2002.  As  previously  announced on May 9, 2002,
the Registrant  dismissed Arthur Andersen as its independent  public  accountant
for the 2002 fiscal year.  The  Registrant has been unable to obtain the written
consent of Arthur  Andersen to  incorporate  by reference  in this  Registration
Statement  its report dated March 21, 2002 included in the  Registrant's  Annual
Report.  However, Rule 437a of the Securities Act permits the Registrant to file
this  Registration  Statement  without a written  consent from Arthur  Andersen.
Accordingly,  Arthur Andersen may not be liable to any stockholder under Section
11(a) of the  Securities  Act because it has not  consented to being named as an
expert in this Registration Statement.

                                      (ii)
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.    Exhibits

Exhibit No.                             Description of Exhibit

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

3.1*                       Registrant's Articles of Amendment, filed with the
                           Maryland State Department of Assessments and Taxation
                           on October 12, 2001.

3.2*                       Registrant's Articles Supplementary for its Series H
                           Junior Preferred Stock, filed with the Maryland State
                           Department of Assessments and Taxation on
                           January 30, 2002.

3.3                        Registrant's Articles of Amendment, filed with the
                           Maryland State Department of Assessments and Taxation
                           on May 15, 2002 (incorporated by reference herein to
                           Exhibit 3 to the Registrant's Current Report on Form
                           8-K filed with the SEC on May 16, 2002).

3.4                        Second Amended and Restated Bylaws of CRIIMI MAE Inc.
                           (incorporated by reference to Exhibit 3.2 to the
                           Registrant's Current Report on Form 8-K filed with
                           the SEC on June 1, 2001).

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

5*                         Opinion of Venable, Baetjer and Howard, LLP.

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

23.2                       The Registrant was unable to obtain the written
                           consent of Arthur  Andersen LLP to incorporate by
                           reference its report dated March 21, 2002.  See
                           Explanatory Note on page (ii).

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

*Filed herewith.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 June 13, 2002.

                                           CRIIMI MAE INC.

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

                                      II-2
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 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 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, 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 and 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 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            June 13, 2002
------------------------------------                       Executive Officer
William B. Dockser

/s/H. William Willoughby                          Director, President and Secretary             June 13, 2002
------------------------------------
H. William Willoughby

                                                Senior Vice President, Chief Financial           June 13, 2002
/s/Cynthia O. Azzara                         Officer, Treasurer and Principal Financial
------------------------------------                    and Accounting Officer
Cynthia O. Azzara

/s/Robert J. Merrick                                           Director                          June 13, 2002
------------------------------------
Robert J. Merrick

/s/Robert E. Woods                                             Director                          June 13, 2002
------------------------------------
Robert E. Woods

/s/John R. Cooper                                              Director                          June 13, 2002
------------------------------------
John R. Cooper
II-3
EXHIBIT INDEX

Exhibit No.                                 Description of Exhibit

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

3.1*                       Registrant's Articles of Amendment, filed with the
                           Maryland State Department of Assessments and Taxation
                           on October 12, 2001.

3.2*                       Registrant's Articles Supplementary for its Series H
                           Junior Preferred Stock, filed with the Maryland State
                           Department of Assessments and Taxation on
                           January 30, 2002.

3.3                        Registrant's Articles of Amendment, filed with the
                           Maryland State Department of Assessments and Taxation
                           on May 15, 2002 (incorporated by reference herein to
                           Exhibit 3 to the Registrant's Current Report on Form
                           8-K filed with the SEC on May 16, 2002).

3.4                        Second Amended and Restated Bylaws of CRIIMI MAE Inc.
                           (incorporated by reference to Exhibit 3.2 to the
                           Registrant's Current Report on Form 8-K filed with
                           the SEC on June 1, 2001).

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

5*                         Opinion of Venable, Baetjer and Howard, LLP.

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

23.2                       The Registrant was unable to obtain the written
                           consent of Arthur  Andersen LLP to incorporate by
                           reference its report dated March 21, 2002.  See
                           Explanatory Note on page (ii).

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

*Filed herewith.

                                      II-4
SEC COVER LETTER

                                  June 13, 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 an additional 625,000
shares of the Company's  common stock  issuable  under the Company's  2001 Stock
Incentive  Plan,  as  amended.  The $375.19  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