SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549




                                FORM 8-K

                            CURRENT REPORT

   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: (Date of Earliest Event Reported):  December 19, 2002
                                                    (December 11, 2002)



                              CRIIMI MAE INC.
        (Exact name of registrant as specified in its charter)

       Maryland                    1-10360                52-1622022
(State or other jurisdiction     (Commission           (I.R.S. Employer
    of incorporation)             File Number)         Identification No.)




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

                        (301) 816-2300 (Registrant's
                   telephone number, including area code)




Item 5.  Other Events

     Attached as an exhibit to this Current  Report on Form 8-K is a press
release dated December 18, 2002 announcing the receipt of a proposal from ORIX
Capital Markets, LLC, on December 11, 2002, to purchase up to 100% of the
subordinated commercial mortgage-backed securities owned by CRIIMI MAE Inc.
(the "Company") or 100% of the Company's outstanding common stock.


Item 7.  Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are filed with this report:


         Exhibit 99.1 -- Press release dated December 18, 2002 announcing
                         the receipt of a proposal from ORIX Capital Markets,
                         LLC, on December 11, 2002, to purchase up to 100% of
                         the subordinated commercial mortgage-backed securities
                         owned by CRIIMI MAE Inc. (the "Company") or 100% of the
                         Company's outstanding common stock.






                                  SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                    CRIIMI MAE Inc.




Dated: December 19, 2002            /s/ William B. Dockser
                                   -----------------------------------------
                                   William B. Dockser, Chairman






                               EXHIBIT INDEX

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

*99.1 --  Press release dated December 18, 2002 announcing the receipt of a
          proposal from ORIX Capital Markets, LLC, on December 11, 2002, to
          purchase up to 100% of the subordinated commercial mortgage-backed
          securities owned by CRIIMI MAE Inc. (the "Company") or 100% of the
          Company's outstanding common stock.


*Filed herewith.