Senior Debt Securities

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                               CRIIMI MAE INC.
                                  Issuer
                                    and
                     STATE STREET BANK AND TRUST COMPANY
                                  Trustee
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                                 INDENTURE
                      Dated as of November 19, 1997
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                           Senior Debt Securities




                               CRIIMI MAE INC.
     Reconciliation and Tie between Trust Indenture Act of 1939 (the "TIA" or
"Trust Indenture Act") and the Indenture, dated as of November 21, 1997

Trust Indenture Act Section                 Indenture Section

Sec.  310(a)(1)....................................607
         (a)(2)....................................607
         (b).......................................607, 608
Sec.  312(a).......................................704
Sec.  312(c).......................................701
Sec.  313(a).......................................702
         (c).......................................702
Sec.  314(a).......................................703
         (a)(4)...................................1009
         (c)(1)....................................102
         (c)(2)....................................102
         (e).......................................102
Sec.  315(b).......................................601
Sec.  316(a) (last sentence).......................101 ("Outstanding")
         (a)(1)(A).................................502, 512
         (a)(1)(B).................................513
         (b).......................................508
Sec.  317(a)(1)....................................503
         (a)(2)....................................504
Sec.  318(a).......................................113
         (c).......................................113

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NOTE:     This reconciliation and tie shall not, for any purpose, be deemed to
          be a part of the Indenture.

          Attention should also be directed to Section 318(c) of the Trust
          Indenture Act, which provides that the provisions of Sections 310 to
          and including 317 of the Trust Indenture Act are a part of and
          govern every qualified indenture, whether or not physically
          contained therein. 

  
       INDENTURE (this "Indenture"), dated as of November 19, 1997,
  between CRIIMI MAE INC., a Maryland corporation (the "Issuer"), having
  its principal offices at 00000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 
  00000 and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
  company, as Trustee hereunder (the "Trustee"), having its Corporate
  Trust Office at Two International Place, Financial Services, Corporate
  Trust Department, Xxxxxx, Xxxxxxxxxxxxx  00000.
  
                               RECITALS OF THE ISSUER
  
       The Issuer deems it necessary to issue from time to time for its
  lawful purposes senior debt securities (hereinafter called the
  "Securities") evidencing its unsecured unsubordinated indebtedness, and
  has duly authorized the execution and delivery of this Indenture to
  provide for the issuance from time to time of the Securities, unlimited
  as to principal amount, to bear interest at the rates or formulas, to
  mature at such times and to have such other provisions as shall be fixed
  as hereinafter provided.
  
       This Indenture is subject to the provisions of the Trust Indenture
  Act of 1939, as amended, and the rules and regulations of the Securities
  and Exchange Commission promulgated thereunder that are deemed to be
  incorporated into this Indenture and shall, to the extent applicable, be
  governed by such provisions.
  
       All things necessary to make this Indenture a valid agreement of
  the Issuer, in accordance with its terms, have been done.
  
       NOW, THEREFORE, THIS INDENTURE WITNESSETH:
  
       For and in consideration of the premises and the purchase of the
  Securities by the holders thereof, it is mutually covenanted and agreed,
  for the equal and proportionate benefit of all Holders of the
  Securities, as follows:
  
                                  ARTICLE ONE        
     DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
  
       SECTION 101.  DEFINITIONS.  For all purposes of this Indenture,
  except as otherwise expressly provided or unless the context otherwise
  requires:
  
       (1)     the terms defined in this Article have the meanings
  assigned to
               them in this Article, and include the plural as well as the
               singular;
       (2)     all other terms used herein which are defined in the TIA,
  either
               directly or by reference therein, have the meanings
  assigned to
               them therein;
       (3)     all accounting terms not otherwise defined herein have the
               meanings assigned to them in accordance with GAAP;
    
       (4)     the words "herein," "hereof," "hereto" and "hereunder" and
  other
               words of similar import refer to this Indenture as a whole
  and
               not to any particular Article, Section or other
  subdivision; and
  
         (5)     the word "or" is always used inclusively.