8-K

                       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): February 20, 2004
                                                   (February 19, 2004)



                                 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  issued  by  CRIIMI  MAE Inc.  (the  "Company")  on  February  19,  2004
announcing  the  appointment  of Glenn J.  Rufrano,  John S.  Moody and Bruce K.
Robertson  as  Directors  of the  Company  effective  February  26, 2004 and the
resignation of William B. Dockser as Director of the Company effective  February
25, 2004.






Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         The following exhibit is filed as a part of this Current Report on Form
8-K:

(c)      Exhibit

99.1     Press Release issued by CRIIMI MAE Inc. on February 19, 2004.









                                                              SIGNATURES

         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: February 20, 2004                 /s/ Mark Libera
                                         -------------------------------
                                         Vice President and Acting
                                         General Counsel








                                  EXHIBIT INDEX

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

*99.1    Press Release dated February 19, 2004.


*Filed herewith

EX-99

                                                                EXHIBIT 99.1

                  Susan B. Railey
                  For shareholders and securities brokers
                  (301) 468-3120 James T. Pastore For news media
                  (202) 546-6451                     FOR IMMEDIATE RELEASE

        CRIIMI MAE NAMES THREE REAL ESTATE AND FINANCIAL LEADERS TO BOARD

                    William B. Dockser Resigns as a Director

     Rockville,  MD,  February  19,  2004 - CRIIMI  MAE Inc.  (NYSE:  CMM) today
announced  that its Board of Directors has appointed  three new directors to the
Board effective  February 26, 2004. Glenn J. Rufrano,  the CEO of New Plan Excel
Realty  Trust  (NYSE:NXL),  and John S.  Moody,  President  of the  Real  Estate
Division of Marsh & McLennan Companies, Inc. (NYSE:MMC), will fill the vacancies
created  by the  resignation  of Donald J.  MacKinnon  in  January  2004 and the
resignation  of  William  B.  Dockser  effective  February  25,  2004.  Bruce K.
Robertson,   Managing  Partner,   Financial  Services  of  Brascan   Corporation
(NYSE/TSX:BNN),  will  fill  the  remaining  vacant  position  on  CRIIMI  MAE's
nine-person Board.

     Barry Blattman,  Chairman and Chief Executive Officer said, "The Company is
extremely  pleased that three  individuals  of this caliber have agreed to offer
their  experience  and  judgment  to CRIIMI MAE as we  continue  to rebuild  and
reposition the firm. Glenn, John and Bruce bring a wealth of knowledge regarding
the public REIT  industry and we look forward to their  contributions  to CRIIMI
MAE's future."

     Glenn  Rufrano  has been CEO of New Plan  Excel  Realty  Trust,  one of the
nation's largest real estate  companies  focused on the ownership and management
of community and neighborhood  shopping centers,  since February 2000. From 1983
to February 2000, Mr. Rufrano was a partner at The O'Connor Group, a diversified
real estate investment firm, where he served in a variety of positions including
President,  Chief Operating Officer and Chief Financial Officer.  He also served
as Co-Chairman of The Peabody Group,  an association  between The O'Connor Group
and J.P.  Morgan & Co.,  Inc.  Mr.  Rufrano is an adjunct  professor at New York
University's  Real Estate Institute and is a member of the Board of Governors of
the  National  Association  of Real Estate  Investment  Trusts  (NAREIT),  and a
trustee for the  International  Council of Shopping  Centers.  Mr.  Rufrano also
serves on the board of Trizec  Properties,  Inc.



     John Moody is  President  of the Real  Estate  Division at Marsh & McLennan
Companies,  Inc.,  the  world's  leading  insurance  broker and risk  management
advisor,  where he is responsible for developing and  coordinating the execution
of Marsh &  McLennan's  real estate  strategies.  From 1995 to 2001,  Mr.  Moody
served as President and Chief Executive Officer of Cornerstone Properties, Inc.,
a $4.6 billion  office REIT that merged with Equity Office  Properties  Trust in
June 2000. Before serving with Cornerstone, he was President and Chief Executive
Officer of Deutsche Bank Realty Advisors, the advisor for Cornerstone, from 1992
to 1995.  Mr. Moody serves on the boards of Keystone  Property  Trust and Equity
Office Properties.

     Bruce Robertson is the Managing Partner,  Financial Services,  with Brascan
Corporation and has been  responsible for Brascan's  lending  operations and its
financial  services  investments  since 1998. In 1997, he was Vice President and
Chief Financial Officer of Brascan and during 1996, he was Vice President of its
Investment  Banking  subsidiary.  Prior to joining  Brascan,  Mr.  Robertson was
employed by Deloitte & Touche Inc. and served in various  positions from 1988 to
1995,  including  Vice  President.  Mr.  Robertson  is a member  of the Board of
Directors of MIST Inc.

     William B. Dockser,  the Company's  former Chairman and CEO,  resigned as a
director to focus on his philanthropic and business matters.  Commented Blattman
"on behalf of the Company  and its  stockholders,  we thank Mr.  Dockser for his
service as a director,  especially  during the transition  period  following the
January 2003 recapitalization and we wish him much success in his new pursuits."

     For further information, shareholders and securities brokers should contact
CRIIMI MAE Inc at (301) 816-2300, e-mail  shareholder@criimimaeinc.com  and news
media should contact James Pastore,  Pastore  Communications Group LLC, at (202)
546-6451, e-mail pastore@ix.netcom.com.

                                       ###