SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended                            December 31, 2002
                                                     -----------------

Commission file number                                   33-94694
                                                       ------------

                        CRIIMI MAE FINANCIAL CORPORATION
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               (Exact name of registrant as specified in charter)

             Maryland                                       52-1931369
-------------------------------------                 ----------------------
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                        Identification No.)

11200 Rockville Pike, Rockville, Maryland                     20852
-----------------------------------------             ----------------------
(Address of principal executive offices)                   (Zip Code)

                                 (301) 816-2300
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               (Registrant's telephone number, including area code)

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

                                      NONE
        -----------------------------------------------------------------
                                (Title of Class)

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

                                      NONE
        -----------------------------------------------------------------
                                (Title of class)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

As of March 25, 2003, 1,000 shares of common stock were outstanding.

                   DOCUMENTS INCORPORATED BY REFERENCE
      -----------------------------------------------------------------

   Form 10-K Parts                                   Document
   ---------------                                   ---------

   I, II, III                        Current  Reports on Form 8-K filed with the
   and IV                            Securities  and  Exchange Commission on
                                     January 14, 2002,  February 13, 2002,
                                     March 13, 2002,  April 15, 2002,  May 8,
                                     2002,  June 12,  2002,  July 10, 2002,
                                     August 8, 2002, September  6, 2002,
                                     October 11, 2002,  November 12, 2002 and
                                     December 12, 2002.



<PAGE>



                        CRIIMI MAE FINANCIAL CORPORATION

                         2002 ANNUAL REPORT ON FORM 10-K


                                TABLE OF CONTENTS

                                     PART I
                                     ------
<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
<S>               <C>                                                                              <C>
Item 2.           Properties.........................................................................  3
Item 3.           Legal Proceedings..................................................................  3
Item 4.           Submission of Matters to a Vote
                    of Security Holders..............................................................  3

                                     PART II
                                     -------
Item 5.           Market for the Registrant's Common Stock
                    and Related Stockholder Matters..................................................  3
Item 9.           Changes in and Disagreements with Accountants
                    on Accounting and Financial Disclosure...........................................  3

                                    PART III
                                    --------
Item 13.          Certain Relationships and Related
                    Transactions.....................................................................  4


                                     PART IV
                                     -------

Item 14.          Exhibits, Financial Statement Schedules, and
                    Reports on Form 8-K..............................................................  4

Signatures          .................................................................................  6

Certification       .................................................................................  8

</TABLE>

                                     Page 2

<PAGE>


                                     PART I

ITEM 2.   PROPERTIES

     The information  required by Item 2 is incorporated  herein by reference to
the  Current  Reports  on Form  8-K  filed  with  the  Securities  and  Exchange
Commission ("SEC") on January 14, 2002, February 13, 2002, March 13, 2002, April
15, 2002, May 8, 2002, June 12, 2002, July 10, 2002, August 8, 2002,  September
6, 2002,  October 11, 2002,  November 12, 2002 and December 12, 2002 and to the
Accountant's  Report and the Annual  Compliance  Statement  filed in response to
Item 14 of this Annual Report on Form 10-K.

ITEM 3.  LEGAL PROCEEDINGS

     Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2002.

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND
         RELATED STOCKHOLDER MATTERS

     CRIIMI MAE  Financial  Corporation's  (the  "Registrant")  1,000  shares of
authorized  Common  Stock are held by CRIIMI MAE Inc.  ("CRIIMI  MAE"),  and are
not traded and have no trading market.

     As of December 31, 2002,  Collateralized  Mortgage  Obligations  ("Bonds"),
with a face value of $69,982,117  and a fair market value of  $71,797,083,  were
outstanding.  As of  December  31,  2002,  there is one  holder of record of the
Bonds. The Bonds trade on the over-the-counter market.

     Reference is made to the Current  Reports on Form 8-K filed with the SEC on
January 14, 2002,  February 13, 2002,  March 13, 2002,  April 15, 2002,  May 8,
2002, June 12, 2002, July 10, 2002, August 8, 2002,  September 6, 2002, October
11, 2002,  November 12, 2002 and  December 12, 2002 for  information  concerning
payments of principal  and interest on the Bonds to  Bondholders  and  dividends
paid to CRIIMI MAE as the sole shareholder of the Registrant.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

     In May 2002, the Registrant  dismissed  Arthur  Andersen as its independent
accountants.  In June 2002,  the  Registrant  selected  Ernst & Young LLP as its
independent  accountants to evaluate the  Registrant's  compliance  with certain
procedures and the accuracy of certain of the Registrant's financial records and
to issue its report thereon for the year ending December 31, 2002.

     Arthur Andersen's  report on the evaluation of the Registrant's  compliance
with  certain  procedures  and  the  accuracy  of  certain  of the  Registrant's
financial records for the years ended December 31, 2001 and 2000 did not contain
any exceptions.

     During the years ended  December  31, 2001 and 2000 and through the date of
dismissal,  there were:  (i) no  disagreements  with  Arthur  Andersen as to the
accounting  procedures or financial disclosures which, if not resolved to Arthur
Andersen's satisfaction, would have caused them to make reference to the subject
matter in connection  with their report on the  evaluation  of the  Registrant's
compliance  with  certain   procedures  and  the  accuracy  of  certain  of  the
Registrant's  financial  records;  and (ii) there were no  reportable  events as
defined in Item 304(a)(1)(v) of Regulation S-K.

     During  the  years  ended  December  31,  2001 and 2000 and the  subsequent
interim period through May 2002, neither the Registrant nor anyone on its behalf
consulted  Ernst & Young  LLP with  respect  to the  application  of  accounting
principles to a specified transaction, either completed or proposed; or the type
of report that might be rendered with respect to the Registrant's procedures and
financial records.




                                    Page 3

<PAGE>

                                    PART III

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (a) Transactions with management and others.

     During 2002,  CRIIMI MAE was paid $338,110 by the  Registrant  for interest
expense due to CRIIMI MAE on the Mortgage Interest Strip Certificates that were
issued in conjunction with the Bonds.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
         REPORTS ON FORM 8-K

     (c) Exhibits

  Exhibit No.       Description

     4.             Indenture, dated as of October 1, 1995, among
                    CRIIMI MAE Financial Corporation and State
                    Street Bank and Trust Company, as Trustee.
                    (Incorporated by reference to Exhibit 2 to the
                    Current Report on Form 8-K filed with the
                    SEC on October 24, 1995).

     10.1           Master Servicing Agreement, dated as of October
                    11, 1995, among CRIIMI MAE Financial Corporation,
                    as Issuer, CRIIMI MAE Services Limited Partnership,
                    as Master Servicer, State Street Bank and Trust
                    Company, as Lead, and State Street Bank and Trust
                    Company, as Trustee. (Incorporated by reference to
                    Exhibit 3 to the Current Report on Form 8-K filed
                    with the SEC on October 24, 1995).

     99.1           Independent Public Accountants' Report on Applying
                    Agreed-Upon Procedures (filed herewith).

     99.2           Annual Report for 2002 (filed herewith).

     99.3           Management's Assertion (filed herewith).

     99.4           Annual Compliance Statement (filed herewith).



                                     Page 4

<PAGE>

     (b) Reports on Form 8-K

<TABLE>
<CAPTION>
       Date               Purpose
<S>                       <C>
January 14, 2002          Report to Mortgage Certificateholders for payment date January 1, 2002

February 13, 2002         Report to Mortgage Certificateholders for payment date February 1, 2002

March 13, 2002            Report to Mortgage Certificateholders for payment date March 1, 2002

April 15, 2002            Report to Mortgage Certificateholders for payment date April 1, 2002

May 8, 2002               Report to Mortgage Certificateholders for payment date May 1, 2002

June 12, 2002             Report to Mortgage Certificateholders for payment date June 3, 2002

July 10, 2002             Report to Mortgage Certificateholders for payment date July 1, 2002

August 8, 2002            Report to Mortgage Certificateholders for payment date August 1, 2002

September 6, 2002         Report to Mortgage Certificateholders for payment date September 3, 2002

October 11, 2002          Report to Mortgage Certificateholders for payment date October 1, 2002

November 12, 2002         Report to Mortgage Certificateholders for payment date November 1, 2002

December 12, 2002         Report to Mortgage Certificateholders for payment date December 2, 2002

</TABLE>





                                     Page 5


<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                  CRIIMI MAE FINANCIAL CORPORATION
                                  (Registrant)


March 31, 2003                    /s/Barry S. Blattman
-------------------               ------------------------------------
DATE                              Barry S. Blattman
                                  Chairman of the Board, Chief
                                  Executive Officer and President











                                     Page 6


<PAGE>


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Barry S.  Blattman,  severally,  his
attorney-in-fact,  with  the  power  of  substitution  for  him in any  and  all
capacities,  to sign any  amendments  to this Annual  Report on Form 10-K and to
file the same with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each said  attorney-in-fact,  or his substitute or  substitutes,  may do or
cause to be done by virtue hereof.

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated:


March 31, 2003                           /s/Barry S. Blattman
---------------------                    ---------------------------------
DATE                                     Barry S. Blattman
                                         Chairman of the Board, Chief
                                         Executive Officer and President
                                         (Principal Executive Officer)



March 31, 2003                           /s/David B. Iannarone
---------------------                    ---------------------------------
DATE                                     David B. Iannarone
                                         Executive Vice President, Chief
                                         Operating Officer and Director



March 31, 2003                           /s/Cynthia O. Azzara
---------------------                    ---------------------------------
DATE                                     Cynthia O. Azzara
                                         Senior Vice President, Chief
                                         Financial Officer and Treasurer
                                         (Principal Accounting Officer)



March 31, 2003                           /s/Brian Hanson
---------------------                    ---------------------------------
DATE                                     Brian Hanson
                                         Senior Vice President
                                         Mortgage Servicing



---------------------                    ---------------------------------
DATE                                     Kim E. Lutthans
                                         Director




                                Page 7


<PAGE>

                                 Certification

I, Brian Hanson, certify that:

1.  I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing reports filed in respect of
periods included in the year covered by this annual report, of CRIIMI MAE
Financial Corporation;

2.  Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;

3.  Based on my knowledge, the distribution or servicing information required
to be provided to the trustee by the servicer under the pooling and servicing,
or similar, agreement, for inclusion in these reports is included in these
reports;

4.  I am responsible for reviewing the activities performed by the servicer
under the pooling and servicing, or similar, agreement and based upon my
knowledge and the annual compliance review required under that agreement, and
except as disclosed in the reports, the servicer has fulfilled its obligations
under that agreement; and

5.  The reports disclose all significant deficiencies relating to the
servicer's compliance with the minimum servicing standards based upon the report
provided by an independent public accountant, after conducting a review in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
similar procedure, as set forth in the pooling and servicing, or similar,
agreement that is included in these reports.

In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties:  State Street Bank and
Trust Company.

Date: March 31, 2003


/s/Brian Hanson
-------------------------
Brian Hanson
Senior Vice President
Mortgage Servicing

                                     Page 8