SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-A/A

          FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
          SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934


                                 AMENDMENT NO. 4


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



              Maryland                                    52-1622022
- ----------------------------------------       --------------------------------
(State of incorporation or organization)       (IRS employer identification no.)


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


Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class to be so           Name of each exchange on which each class
registered                             is to be registered
- ----------------------------           -----------------------------------------

Preferred Stock Purchase Rights        New York Stock Exchange


Securities to be registered pursuant to Section 12(g) of the Act:

None






Explanatory Note: This Amendment No. 4 amends the Registration Statement on
Form 8-A of  CRIIMI  MAE Inc.  (the  "Company"  filed  with the  Securities  and
Exchange  Commission ("SEC") on January 22, 2002, as amended by Amendment No. 1,
Amendment No. 2 and Amendment No. 3 thereto filed with the SEC on June 13, 2002,
November  15,  2002 and  January  6,  2003,  respectively  (as so  amended,  the
"Registration Statement"),  made in connection with the Company's listing of the
Preferred Stock Purchase Rights on the New York Stock Exchange.

     This  Amendment  No. 4 is being filed for the purpose of  providing  notice
that the Board of Directors of CRIIMI MAE Inc.,  pursuant to its authority under
Section 3(a) of that certain Rights Agreement,  as amended,  between the Company
and Registrar and Transfer  Company,  as Rights Agent (the "Rights  Agreement"),
has determined,  in connection with the Agreement and Plan of Merger dated as of
October   6,  2005  (the   "Merger   Agreement"),   among   the   Company,   CDP
Capital-Financing  Inc. ("Parent") and Cadim W.F. Co. (" Merger Sub"), providing
for the  merger  of  Merger  Sub into the  Company  (the  "Merger"),  that it is
advisable  and in the best  interests of the Company  Shareholders  to amend the
Rights Agreement to provide that (a) none of Parent,  Merger Sub or any of their
respective  Affiliates  (as defined in the Merger  Agreement),  individually  or
collectively,  shall be deemed to be an  Acquiring  Person  (as  defined  in the
Rights Agreement),  (b) a Distribution Date (as defined in the Rights Agreement)
shall not be deemed to have  occurred,  no Rights shall separate from the Common
Shares (as defined in the Rights  Agreement)  outstanding  or  otherwise  become
exerciseable  pursuant to Section 7 of the Rights Agreement,  and no adjustments
shall be made pursuant to Section 11 of the Rights Agreement, (c) nothing in the
Rights  Agreement  shall be  construed to give any holder of Rights or any other
Person (as  defined  in the Rights  Agreement)  any legal or  equitable  rights,
remedies  or  claims  under  the  Rights  Agreement  and (d) none of the  events
described in Section  13(a)(i),  (ii) or (iii) of the Rights  Agreement shall be
deemed to have  occurred,  in each case solely as a result of (i) the  execution
and delivery of the Merger Agreement or the Voting Agreement dated as of October
6, 2005 (the "Voting Agreement"), between BREF One, LLC--Series A and Parent, or
(ii) any of the transactions  contemplated by the Merger Agreement or the Voting
Agreement,  including  but not  limited  to the  Merger and the grant of a proxy
under the Voting Agreement.  All capitalized terms not defined herein shall have
the meanings ascribed to such terms in the Rights Agreement.

Item 1.    Description of Securities to be Registered

     Immediately prior to the execution of the Merger  Agreement,  on October 6,
2005, the Company entered into a Fourth  Amendment to its Rights Agreement dated
as of January 25,  2002,  as amended on June 13, 2002 and November 15, 2002 (the
"Fourth Amendment"), between the Company and Registrar and Transfer Company (the
"Rights  Agreement")  for the  purpose of  amending  the Rights  Agreement  with
respect  to  the  Merger  Agreement,  the  Merger  and  the  other  transactions
contemplated  thereby.  The  foregoing  description  of the Fourth  Amendment is
qualified in its entirety by reference to the full text of the Fourth Amendment.

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                                   SIGNATURES

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                   CRIIMI MAE INC.


                                   By:/s/ Mark Libera
                                   --------------------------------------------
                                   Name:    Mark Libera
                                   Title:   Vice President and General Counsel


Dated: October 7, 2005


                                  EXHIBIT INDEX

Exhibit No.                Description
- -----------                -----------
4.1                        Fourth Amendment to Rights Agreement, dated as of
                           October 6, 2005 between CRIIMI MAE Inc. and Registrar
                           and Transfer Company, as Rights Agent (incorporated
                           by reference to Exhibit 4.1 to the Current Report on
                           Form 8-K filed with the SEC on October 6, 2005)











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