[CRIIMI MAE INC. LETTERHEAD]


                                                           __________ __, 2002


To Our Stockholders:

     On January 23, 2002,  the Board of  Directors of CRIIMI MAE Inc.  adopted a
Shareholder Rights Plan (the "Plan"). As part of that Plan, the Board declared a
dividend  distribution  of one Series H Junior  Preferred  Stock  Purchase Right
(each a "Right" and,  collectively,  the "Rights") on each outstanding  share of
the Company's Common Stock (the "Common Stock").  A Summary of Rights explaining
the terms of the Rights is enclosed herewith.

     The main  purpose of the Plan is to preserve  the  Company's  existing  and
projected net operating losses for tax purposes (collectively,  the "NOLs"). The
Company's future use of NOLs could be  substantially  limited in the event of an
"ownership  change" as defined  under  Section 382 of the Internal  Revenue Code
(the  "Code").  The Plan is designed to reduce the  likelihood  of an "ownership
change"  under the Code by  discouraging  any person or group from  acquiring  5
percent or more of the  outstanding  common  shares.  The Plan also  discourages
existing 5 percent holders of common stock from acquiring additional shares.

     In  general,  the  Code  says a  company  reaches  the  "ownership  change"
threshold if the "5% shareholders"  increase their aggregate  ownership interest
in the  company  over a  three-year  testing  period by more than 50  percentage
points.  The  ownership  interest is  measured  in terms of market  value of the
Company's capital stock.

     The  Company  is  concerned  that  future  acquisitions  of  common  stock,
preferred  stock or a combination of both by an existing "5%  shareholder"  or a
new "5%  shareholder"  could cause an "ownership  change," and thereby limit the
Company's future use of NOLs. If an "ownership  change" occurred,  the Company's
ability  to  use  its  NOLs  to  reduce  or  offset   taxable  income  would  be
substantially  limited or not  available  under Section 382. This would mean the
Company would have REIT distribution  requirements.  The Company's existing debt
documents limit the Company's ability to pay cash distributions.  Therefore, all
or a substantial portion of any of the Company's distributions would most likely
be in the form of non-cash taxable dividends.

     Under the Rights Plan, one right will be distributed  for each share of the
Company's  common stock to  shareholders  of record as of February 4, 2002.  The
rights will automatically  trade with the underlying shares of CRIIMI MAE common
stock.  The  rights  will  become  exercisable  if a person  or  group  acquires
beneficial ownership of 5% of CRIIMI MAE's outstanding common stock or announces
a tender offer for 5% or more of the common stock (an  "Acquiring  Person").  An
Acquiring Person also includes




a person or group  currently  holding 5% or more of the  common  stock that
acquires additional common shares. An exception could be made if the transaction
is approved by CRIIMI MAE's board of directors.

     If the rights  become  exercisable,  each right will  entitle its holder to
purchase  one  one-thousandth  of a  share  of a new  series  of  the  Company's
preferred  stock at an  exercise  price of $23 per  share.  If a person or group
becomes an Acquiring  Person in a transaction  that has not been approved by the
board of  directors,  then each right,  other than those owned by the  acquiring
person,  would entitle the holder to purchase  $46.00 worth of CRIIMI MAE common
stock for the $23.00 exercise price.

     Currently,  the  Board  does not know of any  acquisition  of shares of the
Company's capital stock that will create an "ownership change" under Section 382
of the Internal  Revenue Code.  The Board believes that the  Shareholder  Rights
Plan represents a sound and reasonable  means of  safeguarding  the interests of
the  Company's  stockholders,  as the Plan is designed to help preserve the full
use of the Company's  NOLs.  Although the  Shareholder  Rights Plan does provide
significant  deterrence  to a person or group from  becoming a "5%  shareholder"
through the  acquisition  of shares of the Company's  Common Stock,  it does not
fully protect the Company from someone acquiring shares of the Company's capital
stock  that would  result in an  "ownership  change"  under  Section  382 of the
Internal Revenue Code.

     The Rights may be  redeemed by the Company at $0.001 per Right prior to the
close of  business  on the tenth day  following  the date on which any person or
group of affiliated or associated persons acquires beneficial ownership of 5% or
more of the Common Stock (with certain exceptions),  under the circumstances set
forth in the Shareholder Rights Plan.

     Issuance of the Rights does not in any way weaken the financial strength of
the Company or interfere with its business plans. The issuance of the Rights has
no present dilutive effect,  will not affect reported earnings per share, is not
taxable to the Company or to you under current  federal income tax law, and will
not change the way in which the Company's  shares of Common Stock may be traded.
If the  Rights  should  become  exercisable,  stockholders,  depending  on  then
existing circumstances, may recognize taxable income.


                                                     Sincerely,



                                                     William B. Dockser
                                                     Chairman of the Board








Summary of Rights to Purchase Preferred Shares

(The Summary of Rights to Purchase Preferred Shares is incorporated herein by
reference to Exhibit C of Exhibit 4 filed herewith.)