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):
                          June 15, 2004 (June 14, 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 7.  Financial Statements and Exhibits.

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

Exhibit 99.1 - Press Release issued by CRIIMI MAE Inc. on June 14, 2004.





                                   SIGNATURES

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

                                         CRIIMI MAE Inc.



Dated: June 15, 2004                     /s/Mark Libera
                                         -------------------------------
                                         Mark Libera
                                         Its:  Vice President and Acting
                                                 General Counsel








                                  EXHIBIT INDEX

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

*99.1    Press Release dated June 14, 2004.


*Filed herewith

EX-99

                  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 to Repay $293 Million of Recourse Debt;
         Obtains $500 Million Funding Facility for New Lending Business

     Rockville,  MD, June 14, 2004 - CRIIMI MAE Inc. (NYSE: CMM) today announced
that it will pay off  $293  million  of its Bear  Stearns  recourse  debt  using
proceeds from the issuance of a non-recourse  repurchasable  senior  interest in
its BB+ rated  securities,  proceeds on the liquidation of hedging  instruments,
and amounts drawn on a new four-year limited recourse  repurchase  facility.  In
addition,  the Company  received a commitment  for a $500  million  non-recourse
warehouse  facility  to finance  newly  originated  commercial  mortgage  loans.
Deutsche  Bank AG or its  affiliate  ("Deutsche  Bank") will purchase the senior
interest,  representing  approximately  82% of the face  value of the BB+  rated
securities, and provide the two new financing facilities.

     Barry S. Blattman,  Chairman and Chief Executive Officer, stated: "Reducing
our recourse debt was one of our primary  objectives for 2004. This  transaction
with Deutsche Bank dramatically  reduces our total recourse debt and effectively
replaces it with non-recourse  debt,  "match-funds" most of our core CMBS assets
and reduces our exposure to margin calls.  Recourse to the Company under its new
repurchase  agreement  financing will decrease from today's $293 million to only
$4.2 million, and the cost of the remaining approximately $42 million of limited
recourse  debt will be reduced from  LIBOR+300  basis points to LIBOR+125  basis
points.  Additionally,   the  transaction  eliminates  $7.5  million  of  annual
principal amortization payments,  strengthens our balance sheet, and provides an
attractive financing  arrangement for our loan origination business. We retained
a  repurchase  option on the BB+ rated  bonds  thereby  enabling  the Company to
continue to benefit from possible future ratings upgrades and increases in value
in the remaining core asset portfolio."

     Mark R.  Jarrell,  President  and Chief  Operating  Officer,  added:  "This
refinancing  effectively completes the recapitalization and match-funding of the
Company's  core assets,  allowing us to move on to our primary  focus of growing
CRIIMI  MAE's  earnings  through our  origination-based  plan for new  business.
Obtaining the $500 million non-recourse  warehouse facility represents the first
step in  implementing  that  plan and sets the  stage  for  CRIIMI  MAE to begin
lending later this year. "



     To pay off the $293  million of Bear  Stearns  repurchase  agreement  debt,
CRIIMI MAE will use the proceeds  from the issuance and sale to Deutsche Bank of
a $260 million face amount  senior  interest in its $319 million BB+ rated CBO-2
bonds (CRIIMI MAE Commercial Mortgage Trust Series 1998-C1,  Classes D1 and D2),
the proceeds from the  liquidation  of its $200 million  (notional  amount) swap
position  and  from an  approximate  $42  million  draw  on the  new  repurchase
facility.

     Total  proceeds  on the  issuance  of the $260  million 7% senior  interest
certificate will be $238 million,  priced to yield approximately 8.48%. Proceeds
realized on the  Company's  liquidation  of its notional  $200 million swap were
approximately $15 million.

     CRIIMI MAE's $42 million draw on the new four-year repurchase facility will
be secured by two of the  Company's  remaining  subordinate  CMBS (the  retained
subordinate  interest  in Class D2, and the Class E) at a cost of LIBOR plus 125
basis points. Classes F through J and issuers equity of CBO-2 along with certain
other  securities  had an aggregate fair value of $215.6 million as of March 31,
2004 and will now be unencumbered,  thereby providing the Company more financial
flexibility.  Recourse  to CRIIMI MAE will be  limited  to 10% of the  borrowing
amount, or approximately $4.2 million.

     The senior interest  certificate is repurchasable by the Company  beginning
in June 2009 at the then current swap rate plus 165 basis points.

     The $500  million  non-recourse  warehouse  facility at LIBOR plus 75 basis
points is designed to finance the origination of new commercial mortgage loans -
the primary focus of the Company's  new business  plan.  CRIIMI MAE will use the
warehouse  facility to accumulate  commercial  mortgage  loans until it achieves
sufficient  volume to  securitize  loan pools.  Targets for the lending  program
include $1.5 to $2 billion  annual  production  after an 18 to 20 month  ramp-up
period; loan size ranges of $2.5 to $35 million; and a targeted minimum business
line return on equity of 15%.  The new  facility may be drawn upon to finance up
to 95% of the originated loan balances, on a non-recourse basis.

     To reach its goals,  the Company plans to hire an Executive  Vice President
of Lending,  recruit  other  lending,  credit and closing  staff and develop its
production  system  over the next few  months.  By the end of 2004,  the Company
expects to implement  its hedging  program and begin  originations  of its first
commercial mortgage loans.

     Based upon a pricing  earlier today,  the Company  anticipates a closing on
the transactions to occur on or prior to June 30, 2004, subject to completion of
definitive agreements,  although there can be no assurance that the Company will
complete these transactions by this date.

     For further  information  about the Company,  see the  Company's  Web site:
www.criimimaeinc.com.   Shareholders  and  securities   brokers  should  contact
Shareholder



Services 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.

Note: Forward-looking statements or statements that contain the words "believe,"
"anticipate," "expect," "contemplate," "may," "will" and similar and projections
contained in this release involve a variety of risks and uncertainties. These
risks and uncertainties include whether the Company will be able to maximize the
value of its existing assets or achieve or realize upon its other goals,
strategies or targets; negotiate definitive documents and close the described
transactions (including obtaining consents of other lenders); minimize the risk
associated with its assets, or complete other investment strategies; effectively
hedge its interest rate exposure; the trends in the commercial real estate and
CMBS markets; changes in LIBOR and swap rates; competitive pressures; the effect
of defaulted loans and future losses on the timing and amount of the Company's
cash flows and its need for liquidity; general economic conditions; the impact
of restrictive covenants and other restrictions under the operative documents
evidencing the sale of the senior interest certificate and the Company's secured
and other obligations (including a repurchase agreement), as well as the risks
and uncertainties that are set forth from time to time in the Company's SEC
reports, including its Annual Report on Form 10-K for the most recent year and
Quarterly Report on Form 10-Q for the most recent quarter. Such statements are
subject to these risks and uncertainties, which could cause actual results to
differ materially from those anticipated. CRIIMI MAE assumes no obligation to
update or supplement forward-looking statements that become untrue because of
subsequent events.

                                       ###