<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CRIIMI MAE INC.
---------------
(Exact name of registrant as specified in its charter)
Maryland 52-1622022
------------- --------------
(State of incorporation or (IRS Employer
organization) Identification No.)
CRI Building
11200 Rockville Pike
Rockville, Maryland 20852
-------------------------
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Exchange On Which
Title of Class: Class Is to Be Registered:
- - - - - --------------- --------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Warrants to purchase Common Stock
----------------------------------------------------------
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Reference is made to the Registrant's Registration Statement on Form S-
3 filed April 8, 1994 (Commission File No. 33-53031) (the "Registration
Statement") which is hereby incorporated by reference.
Item 2. Exhibits.
1. Registration Statement.
2. Articles of Incorporation and Bylaws of the Registrant./*/
3. Warrant Agreement/*/
4. Specimen copy of Warrant Certificate./*/
5. Settlement Agreement/**/
____________________
/*/ Incorporated by reference to CRIIMI MAE's Registration Statement.
/**/ Incorporated by reference to CRIIMI MAE's Annual Report on Form 10-K for
the year ended December 31, 1993, as filed with the Commission on February
16, 1994, and as amended by Amendment on Form 10-K/A, filed with the
Commission on March 11, 1994.
- 2 -
<PAGE>
Signature
---------
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, thereunto duly authorized.
CRIIMI MAE INC.
Dated: April 8, 1994 By: /s/ Elizabeth O. Flanagan
-----------------------------
Elizabeth O. Flanagan,
Chief Financial Officer
- 3 -
