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                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF MARYLAND
                               Greenbelt Division

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                                              )
                                              )
In re                                         )
                                              )
CRIIMI MAE Inc., et al.,                      )        Chapter 11
                                              )        Case Nos. 98-2-3115(DK)
                      Debtors.                )        through 98-2-3117(DK)
                                              )        (Jointly Administered)
                                              )
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               NOTICE OF APPROVAL OF DEBTORS' SECOND AMENDED JOINT
                    DISCLOSURE STATEMENT, HEARING TO CONSIDER
                CONFIRMATION OF THE DEBTORS' THIRD AMENDED JOINT
                   PLAN OF REORGANIZATION, VOTING RECORD DATE,
               AND DEADLINE FOR FILING OBJECTIONS TO CONFIRMATION

NOTICE IS HEREBY GIVEN THAT:

         1. On August 24, 2000, the United States Bankruptcy Court for the
District of Maryland, Greenbelt Division (the "Bankruptcy Court") entered an
Order approving, pursuant to Section 1125 of Title 11 of the United States
Code (the "Bankruptcy Code"), the Second Amended Joint Disclosure Statement
filed by CRIIMI MAE Inc. ("CMI"), CRIIMI MAE Holdings II, L.P. ("Holdings")
and CRIIMI MAE Management, Inc. ("CMM") as debtors and debtors-in-possession
(collectively, the "Debtors") and the Official Committee of Equity Security
Holders of CMI (the "Equity Committee"), originally filed with the Bankruptcy
Court on April 25, 2000 and as supplemented and amended by Praecipes filed
with the Bankruptcy Court on July 13 and 21 and August 18, 2000 (the
"Disclosure Statement") with respect to the Third Amended Joint Plan of
Reorganization, filed by the Debtors and the Equity Committee on April 25,
2000 and as supplemented and amended by Praecipes filed with the Bankruptcy
Court on July 13, 14 and 21, 2000 (the "Plan"). The Plan is included as
Exhibit A to the Disclosure Statement. Unless otherwise defined, all
capitalized terms used herein shall have the meaning assigned to such terms
in the Plan or the Order approving the Disclosure Statement.

         2. The Bankruptcy Court in its Order entered on August 24, 2000 (i)
approved the Disclosure Statement as containing "adequate information"
pursuant to Section 1125 of the Bankruptcy Code; (ii) fixed the time within
which creditors and equity interest holders may vote to accept or reject the
Plan; (iii) fixed the date, time and place for the hearing on confirmation of
the Plan; (iv) approved the form of ballots and voting procedures; and (v)
approved the manner of notice (the "Disclosure Statement Order"). If you have
a claim against or an interest in any of the Debtors, you should review the
Plan and the Disclosure Statement.

         3. Pursuant to the Disclosure Statement Order, the following holders
of impaired claims against and impaired interests in the Debtors will have
the right to vote to accept or reject the Plan: Class A1(Holder of Citicorp
Secured Claim against CMI),

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Class A2 (Holder of First Union Secured Claim against CMI), Class A3 (Holder
of GACC Secured Claim against CMI), Class A4 (Holder of Lehman Secured Claim
against CMI), Class A5 (Holder of Merrill Secured Claim against CMI), Class
A6 (Holder of Morgan Stanley Secured Claim against CMI), Class A7 (Holders of
Other Secured Claims against CMI), Class A9 (Holders of Old Senior Note
Claims), Class A10 (Holders of CMI General Unsecured Claims), Class A11
(Holders of CMI Guarantee Claims), Class A13 (Holders of CMI Intercompany
Claims), Class A14 (Holders of Series B Preferred Stock Interests in CMI),
Class A16 (Holders of Former Series C Preferred Stock Interests in CMI),
Class A18 (Holders of Old Series D Preferred Stock Interests in CMI), Class
A20 (Holders of Series F Preferred Stock Interests in CMI), Class A21
(Holders of CMI Common Stock), Class B1 (Holder of First Union Secured Claim
against CMM), Class B2 (Holders of Other Secured Claims against CMM), Class
B5 (Holders of CMM General Unsecured Claims), Class B6 (Holders of CMM
Intercompany Claims), Class C1 (Holder of Citicorp Secured Claim against
Holdings), Class C2 (Holders of Other Secured Claims against Holdings), Class
C5 (Holders of Holdings General Unsecured Claims), Class C6 (Holders of
Holdings Intercompany Claims).

         4. All persons and entities entitled to vote on the Plan, except
beneficial owners of Senior Notes or Stock whose Notes or Stock are held in
street name, must deliver their ballots by mail, by overnight courier or by
personal delivery so that they are received by no later than 5:00 p.m.
(Eastern Time) on October 20, 2000 (the "Voting Deadline") by the Balloting
Agent at: (by mail to) CRIIMI MAE Inc., et al. Ballot Processing, P.O. Box
5204, FDR Station, New York, New York 10150-5204 or (by courier or personal
delivery to) Bankruptcy Services LLC, 70 East 55th Street, 6th Floor, New
York, New York 10022, Attn: Alex Houghton. All beneficial owners of Senior
Notes or Stock whose Notes or Stock are held in street name must return their
ballots to the Master Balloting Agent from whom they received their ballots
no later than 2:00 p.m. (Eastern Time) on October 20, 2000 (the "Beneficial
Owner Ballot Deadline") at the address and in accordance with the
instructions for return of said ballots set forth in such ballots.

         5. For voting purposes, September 5, 2000 shall be the "Voting
Record Date" for the holders of claims and interests.

         6. A hearing to consider confirmation of the Plan, any objections
that may be interposed and any other matter that may properly come before the
Bankruptcy Court will commence in the United States Bankruptcy Court,
Courtroom 3C, 6500 Cherrywood Lane, Greenbelt, Maryland, on November 15, 2000
at 10:00 a.m. (Eastern Time) or as soon thereafter as counsel may be heard
(the "Confirmation Hearing"). You may, but are not required to, attend the
Confirmation Hearing. The Confirmation Hearing may be adjourned from time to
time without further notice other than an announcement of the adjourned date
or dates at the Confirmation Hearing and at any adjourned hearing.

         7. Objections, if any, to confirmation of the Plan must: (a) be in
writing; (b) state the name and address of the party so objecting and the
nature of the Claim or Interest of such party; (c) state with particularity
the basis and nature of any objection to confirmation of the Plan and all
facts and authorities upon which such objecting party relies; and (d) be
filed with the Bankruptcy Court and served on the following parties so

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that they are received by no later than November 3, 2000: (i) Richard L.
Wasserman, Esquire, Venable, Baetjer and Howard, LLP, 1800 Mercantile Bank
and Trust Building, Two Hopkins Plaza, Baltimore, Maryland 21201, Co-Counsel
for CRIIMI MAE Inc. and CRIIMI MAE Holdings II, L.P., Debtors-in-Possession,
(ii) Stanley J. Samorajczyk, Esquire, Akin, Gump, Strauss, Hauer and Feld,
L.L.P., 1333 New Hampshire Ave., N.W., Washington, D.C. 20036, Co-Counsel for
CRIIMI MAE Inc. and CRIIMI MAE Holdings II, L.P., Debtors-in-Possession,
(iii) Morton A. Faller, Esquire, Shulman, Rogers, Gandal, Pordy and Ecker,
P.A., 11921 Rockville Pike, Third Floor, Rockville, Maryland 20852-2753,
Counsel for CRIIMI MAE Management, Inc., Debtor-in-Possession, (iv) Michael
St. Patrick Baxter, Esquire, Covington & Burling, 1201 Pennsylvania Ave.,
N.W., Washington, D.C. 20004-2401, Counsel for the Official Committee of
Equity Security Holders of CRIIMI MAE Inc., (v) Daniel M. Lewis, Esquire,
Arnold & Porter, 555 Twelfth Street, N.W., Washington, D.C. 20004-1206,
Counsel for the Official Committee of Unsecured Creditors of CRIIMI MAE Inc.,
(vi) Paul M. Nussbaum, Esquire, Whiteford, Taylor & Preston, LLP, Seven Saint
Paul Street, Suite 1400, Baltimore, Maryland 21202-1626, Counsel for the
Official Committee of Unsecured Creditors of CRIIMI MAE Management, Inc., and
(vii) Clifford J. White, III, Esquire, Office of U.S. Trustee, 6305 Ivy Lane,
Greenbelt, Maryland 20770.

         8. Any questions or requests for assistance with respect to Ballots
or Master Ballots or requests for additional copies of the Disclosure
Statement, Ballots or Master Ballots must be directed to the Balloting Agent
at the following address: Bankruptcy Services LLC, 70 E. 55th Street, 6th
Floor, New York, NY 10022, Attn: Alex Houghton, (212) 376-8494.

Dated:  August 25, 2000.

Richard L. Wasserman                          Morton A. Faller
VENABLE, BAETJER AND HOWARD, LLP              SHULMAN, ROGERS, GANDAL,
1800 Mercantile Bank and Trust Building          PORDY AND ECKER, P.A.
Two Hopkins Plaza                             11921 Rockville Pike, Third Floor
Baltimore, Maryland 21201                     Rockville, Maryland 20852-2753
(410) 244-7400                                (301) 231-0928

and                                           Counsel for CRIIMI MAE
                                              Management, Inc., Debtor and
Stanley J. Samorajczyk                        Debtor-in-Possession
AKIN GUMP STRAUSS, HAUER AND
     FELD, LLP                                Michael St. Patrick Baxter
1333 New Hampshire Avenue, N.W.               COVINGTON & BURLING
Washington, D.C. 20036                        1201 Pennsylvania Avenue, N.W.
(202) 887-4000                                Washington, D.C.  20004-2401
                                              (202) 662-6000

Co-Counsel for CRIIMI MAE Inc. and
CRIIMI MAE Holdings II, L.P.,                 Counsel for the Official Committee
Debtors and Debtors-in-Possession             of Equity Security Holders of
                                              CRIIMI MAE Inc.

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