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 4, 2005
                                                           ------------



                               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)



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




Item 2.02        Results of Operations and Financial Condition

      On May 4, 2005, Capital Trust, Inc. (the "Company") issued a press release
reporting the financial results for its fiscal quarter ended March 31, 2005. 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 2.02 disclosure.

      On May 5, 2005, the Company held a conference call to discuss the
financial results of the Company for its fiscal quarter ended March 31, 2005. 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 2.02
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 (the "Exchange
Act"), 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 filing under the Securities Act of 1933, as amended or the
Exchange Act, regardless of any incorporation by reference language in any such
filing.




Item 9.01   Financial Statements and Exhibits

      (c) Exhibits

      Exhibit Number    Description

      99.1              Press Release dated May 4, 2005

      99.2              Transcript from first quarter earnings conference call
                        held on May 5, 2005









                                   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 10, 2005















                                  Exhibit Index



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

                 99.1        Press Release dated May 4, 2005

                 99.2        Transcript from first quarter earnings conference
                             call held on May 5, 2005