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):  January 17, 2003
                                                    (January 14, 2003)



                              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 January 15, 2003, announcing that, on January 14, 2003, CRIIMI MAE
Inc. (the  "Company")  closed in escrow a  comprehensive  recapitalization  that
includes an equity  investment  in the Company's  common stock,  the issuance of
subordinated  debt  and  a  secured  financing  in  the  form  of  a  repurchase
transaction. The proceeds from the recapitalization, together with the Company's
available cash and liquid assets, will be used to retire the Company's remaining
$373 million in recourse  debt incurred in  connection  with its emergence  from
Chapter 11 in April, 2001.


Item 7.  Financial Statements and Exhibits.

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


         Exhibit 99.1 -- Press release issued by CRIIMI MAE Inc. on
                         January 15, 2003.







                                  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: January 17, 2003            /s/David B. Iannarone
                                   --------------------------------------------
                                   David B. Iannarone, Executive Vice President






                               EXHIBIT INDEX

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

*99.1 -- Press release issued by CRIIMI MAE Inc. on January 15, 2003.


*Filed herewith.

EX-99

                                                                EXHIBIT 99.1


Contacts:

Investors and Analysts                                            News Media
Susan B. Railey           George Sard/Judy Brennan/Jamie Tully    James Pastore
CRIIMI MAE Inc.           Citigate Sard Verbinnen                 Pastore
(301) 468-3120            (212) 687-8080                          Communications
                                                                  (202) 546-6451
shareholder@criimimaeinc.com                               Pastore@ix.netcom.com


                    CRIIMI MAE CLOSES RECAPITALIZATION THAT INCREASES
                       FINANCIAL FLEXIBILITY TO FUEL RENEWED GROWTH

Brascan Unit To Purchase $13.9 Million Of Common Equity At $11.50 Per Share
And $30 Million of  Subordinated  Debt;  Bear Stearns To Provide $300 Million in
Secured Financing

     Company Will Retire Remaining Restrictive Debt From 2001 Reorganization

     Barry Blattman Elected Chairman and CEO, Two New Outside Directors Named

     Special Committee Recommends Brascan Transaction As Superior

- --------------------------------------------------------------------------------

Rockville, MD, January 15, 2003 - CRIIMI MAE Inc. (NYSE: CMM) today announced
that on January 14, 2003 it closed in escrow a comprehensive recapitalization
that will increase the Company's financial flexibility and provide the
foundation for renewed growth. The recapitalization includes the investment of a
total of approximately $44 million in common equity and subordinated debt by
Brascan Real Estate Finance Fund (BREF), a private asset management vehicle
established by Brascan Corporation (NYSE:BNN, TSX:BNN.A) and Mr. Barry S.
Blattman, and a $300 million secured financing by a unit of Bear, Stearns & Co.,
Inc. (Bear Stearns) (NYSE: BSC). The transaction closed in escrow reflects
improved terms over the previously announced recapitalization transaction with
BREF and Bear Stearns.



The proceeds of approximately $344 million, together with available cash and
liquid assets, will be used to retire CRIIMI MAE's remaining $373 million in
recourse debt incurred in connection with its emergence from Chapter 11 in
April, 2001.

Terms of the Recapitalization
Under the terms of the recapitalization, BREF will purchase 1,212,617 newly
issued CRIIMI MAE common shares at $11.50 per share, an investment of $13.9
million, representing 8% of the Company's outstanding common stock. This
represents improved terms relative to the original agreement announced on
November 14, 2002 and a 15% premium over yesterday's closing per share price.
BREF will also receive seven-year warrants to purchase up to 336,835 additional
common shares at $11.50 per share.

In addition, BREF will purchase $30 million of newly issued subordinated debt
and, at CRIIMI MAE's option, has committed to purchase up to an additional $10
million of subordinated debt over the next three years. This $30 million of
subordinated debt matures in three years, bears interest at the rate of 15% per
year and is secured by a lien on the equity of two of CRIIMI MAE's subsidiaries.
The Company will have the option to defer a portion of the interest on the
subordinated debt during its term. The Company will pay BREF a quarterly
maintenance fee of $434,000 in connection with arranging the transaction.

Bear Stearns will provide CRIIMI MAE with $300 million in secured financing in
the form of a repurchase transaction, providing the Company with more favorable
financing terms with a lower interest rate and an extended amortization schedule
compared to the Company's existing current recourse debt. This secured financing
matures in three years, bears an interest rate equal to one-month LIBOR plus 3%,
requires quarterly principal payments of $1.25 million and is secured by a first
lien, directly or indirectly, on substantially all of the Company's Subordinated
CMBS collateral. The interest rate and principal payments related to the secured
financing will increase if a collateralized debt obligation transaction is not
successfully completed within a specified period of time. Both the interest rate
and the amortization schedule have been improved over the terms previously
presented by Bear Stearns.

The Company closed the transaction in escrow to give the five-business day
notice required under the terms of CRIIMI MAE's existing secured recourse debt.
Escrow proceeds will be



released and the transaction will become final next week upon the repayment
of that debt and the release of the collateral securing that debt.

Management Appointments and Changes
Barry S. Blattman, Managing Partner of BREF, will be named Chairman of the Board
and Chief Executive Officer of CRIIMI MAE, effective when the transaction comes
out of escrow. He brings with him an impressive track record of more than a
decade in senior positions at Merrill Lynch, Salomon Brothers, and Daiwa
Securities within commercial real estate finance.

William B. Dockser, presently Chairman and CEO, will resign these positions upon
escrow termination, but will remain a Director. H. William Willoughby, President
and a Director, will resign both positions. Donald C. Wood, an outside Director,
will resign to focus on his duties as President and CEO of Federal Realty
Investment Trust.

In addition to Mr. Blattman, CRIIMI MAE will name Mark R. Jarrell and Joshua B.
Gillon to the Board, bringing the total number of directors to nine, with one
open position. Mr. Jarrell is Senior Vice President and head of the Debt Group
at The Community Development Trust, Inc., a New York real estate investment
trust focused on financing affordable housing and community development. Mr.
Gillon is Executive Vice President and General Counsel of Traffix, Inc. (NASDAQ:
TRFX), a leading on-line direct marketing and database management company.
CRIIMI MAE has agreed to nominate two directors mutually acceptable to BREF and
the Company for election at the 2003 Annual Meeting.

William Dockser said, "Brascan's enhanced offer underscores the confidence they
have in the future of CRIIMI MAE. With this recapitalization, CRIIMI MAE will
once again be positioned for growth in the commercial mortgage-backed securities
(CMBS) market. The Company's new debt structure will enable it to retire
restrictive, high-cost financing and free up its net cash flow, and provide the
flexibility needed to increase shareholder value. At the same time, CRIIMI MAE
will continue to have use of approximately $351 million in tax-loss
carryforwards."

"In addition, the affiliation with Brascan, institutionally recognized as a
leader in the real estate market, provides CRIIMI MAE with significant
competitive advantages, including the ability to enter into joint venture
partnerships to pursue opportunities which otherwise might be out of



reach, the ability to reduce costs significantly through economies of scale
and access to the capital  markets and financing.  The Company will also benefit
from the leadership of Barry Blattman and the addition of new Board members."

Support of the Board of Directors
Today's announcement represents the culmination of a thorough six-month process
of evaluation by a Special Committee of the Board of Directors of the strategic
alternatives to create value for the Company's shareholders. It included
soliciting and reviewing multiple financial proposals with the assistance of
CRIIMI MAE's financial and legal advisors and negotiations with ORIX Capital
Markets, LLC (ORIX), the holder of substantially all of the Company's existing
secured recourse debt.

Robert E. Woods, Chairman of the Special Committee of the Board of Directors,
said: "Based on the advice and recommendations of our investment advisor, the
Special Committee unanimously recommended to the Board of Directors acceptance
of BREF's improved offer of recapitalization as economically superior to ORIX's
acquisition proposal. The BREF transactions allow CRIIMI MAE to eliminate
restrictive financing, inject new equity into the Company at a premium to the
current market price, gain strong leadership, and position the Company to unlock
shareholder value." Mr. Woods observed that, "completion of the recapitalization
does not preclude third party proposals being made in the future, which the
Board would of course carefully consider."

Barry Blattman concluded, " BREF is proud to have helped CRIIMI MAE re-enter the
CMBS market today. CRIIMI MAE looks forward to maximizing the value of the
existing asset base, developing a new CMBS acquisition strategy, utilizing its
approximately $351 million NOL, and assuring that the Company has the best
possible team to succeed and grow. CRIIMI MAE is more than an investment
portfolio -- it's a platform for growth. BREF looks forward to a relationship
that is rewarding to all shareholders."

                                       # # #


CRIIMI MAE Inc. is a commercial mortgage company based in Rockville, Md. CRIIMI
MAE holds a significant portfolio of commercial mortgage-related assets and
performs, through its servicing subsidiary, mortgage servicing functions for
$17.4 billion of commercial mortgage



loans.  During  the  late  1990s,  CRIIMI  MAE was  the  largest  buyer  of
subordinated commercial  mortgage-backed securities ("CMBS"). It also originated
commercial real estate mortgages,  pooled and securitized  commercial  mortgages
and  executed  three  of  the  commercial   real  estate   industry's   earliest
resecuritization transactions.

The Brascan Real Estate Finance Fund (BREF) is a private asset management
vehicle established by Brascan Corporation and a New York-based management team
led by Barry Blattman to acquire high yield real estate investments. Brascan
Corporation (NYSE:BNN, TSX:BNN.A) is a North American based company which owns
and manages assets which generate sustainable cash flows. Current operations are
largely in the real estate, power generation and financial sectors. Total assets
exceed $23 billion and include 55 premier commercial properties and 38 power
generating facilities. In addition, Brascan holds investments in the resource
sector. Brascan's publicly traded securities are listed on the New York and
Toronto stock exchanges.

The Bear Stearns Companies Inc. (NYSE: BSC) is the parent company of Bear,
Stearns & Co. Inc., a leading investment banking and securities trading and
brokerage firm serving governments, corporations, institutions and individuals
worldwide. With approximately $29.6 billion in total capital, the company's
business includes corporate finance and mergers and acquisitions, institutional
equities and fixed income sales, trading and research, private client services,
derivatives, foreign exchange and futures sales and trading, asset management
and custody services.

Forward-looking statements contained in this release involve a variety of risks
and uncertainties. These risks and uncertainties include whether the
transactions and management and director changes contemplated by the BREF
Investment Agreement and the Bear Stearns repurchase agreement will be effected;
whether the BREF and Bear Sterns contemplated transactions and management and
director changes will result in growth or other benefits to the Company or its
shareholders; whether the Company will be allowed to continue to utilize its net
operating losses if the transactions are completed; the trends in the commercial
real estate and CMBS markets; competitive pressures; the ability to access
capital; the effect of future losses on the Company's need for liquidity;
general economic conditions, restrictive covenants and other restrictions under
existing and any future operative documents evidencing the Company's outstanding
secured borrowings (including any repurchase agreement); results of operations,
leverage, financial condition, business prospects and restrictions on business
activities under the operative documents evidencing the Company's secured
borrowings; the possibility that the Company's trader election may be challenged
on the grounds that the Company is not in fact a trader in securities or that it
is only a trader with respect to certain securities and that the Company will,
therefore, not be able to mark-to-market its securities, or that it will be
limited in its ability to recognize certain losses, resulting in an increase in
shareholder distribution requirements with the possibility that the Company may
not be able to make such distributions or maintain REIT status; the likelihood
that mark-to-market losses will increase and decrease due to changes in the fair
market value of the Company's trading assets, 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 year ended December 31, 2001
and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.
CRIIMI MAE assumes no obligation to update or supplement forward-looking
statements that become untrue because of subsequent events.