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): May 12, 2004
                                                          -------------





                               CAPITAL TRUST, INC.
                               -------------------
             (Exact Name of Registrant as specified in its charter)





           Maryland                   1-14788                    94-6181186
-----------------------------     ----------------           -------------------
(State or other jurisdiction      (Commission File              (IRS Employer
     of incorporation)                Number)                Identification No.)




                 410 Park Avenue, 14th Floor, New York, NY 10022
                 -----------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



       Registrant's telephone number, including area code: (212) 655-0220
                                                          ---------------



                                       N/A
                                      -----
         (Former name or former address, if changed since last report):







Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

        (c) Exhibits

        Exhibit Number       Description
        --------------       -----------

        99.1                 Press Release dated as of May 12, 2004

        99.2                 Transcript from first quarter earnings conference
                             call held on May  13, 2004


Item 12.  Results of Operations and Financial Condition.

        On May 12, 2004, Capital Trust, Inc. (the "Company") issued a press
release reporting the financial results for its fiscal quarter ended March 31,
2004. A copy of the press release is attached to this Current Report on Form 8-K
("Current Report") as Exhibit 99.1 and is incorporated herein solely for
purposes of this Item 12 disclosure.

        On May 13, 2004, the Company held a conference call to discuss the
financial results of the Company for its fiscal quarter ended March 31, 2004. A
copy of the transcript of the call is attached to this Current Report as Exhibit
99.2 and is incorporated herein solely for purposes of this Item 12 disclosure.
The transcript has been selectively edited to facilitate the understanding of
the information communicated during the conference call.

        The information in this Current Report, including the exhibits attached
hereto, is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of such section. The information in this Current
Report, including the exhibits, shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933,
as amended.


















                                   SIGNATURES

        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.





                                            CAPITAL TRUST, INC.


                                            By:/s/ John R. Klopp
                                               ---------------------------------
                                               Name:   John R. Klopp
                                               Title:  Chief Executive Officer




Date: May 14, 2004















                                  Exhibit Index


            Exhibit Number      Description
            --------------      -----------

                 99.1           Press release dated as of May 12, 2004

                 99.2           Transcript from first quarter earnings
                                conference call held on May 13, 2004