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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 5

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

o Check box if no longer
subject to Section 16.
Form 4 or Form 5
obligations may continue.
See Instruction 1(b).

o Form 3 Holdings Reported

o Form 4 Transactions Reported

1.	Name and Address of Reporting Person*	2.	Issuer Name and Ticker or Trading Symbol				3.	I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
	COHEN, BETSY Z.(Last) (First) (Middle)		RAIT INVESTMENT TRUST (“RAS”)
	c/o RAIT INVESTMENT TRUST 1818 MARKET ST., 28TH FL.	4.	Statement for Month/Year				5.	If Amendment, Date of Original (Month/Year)
			12/02
	(Street)	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)				7.	Individual or Joint/Group Reporting (Check Applicable Line)
	PHILADELPHIA, PA 19103 (City)        (State)        (Zip)		o	Director	o	10% Owner		x	Form filed by One Reporting Person
			x	Officer (give title below)				o	Form filed by More than One Reporting Person
			x	Other (specify below)
				CHAIRMAN, CEO & TRUSTEE

* If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date (Month/Day/Year)

2A.

Deemed Execution Date, if any (Month/Day/Year)

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned at the End of Issuer's Fiscal Year (Instr. 3 and 4)

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

Amount

(A) or (D)

Price

Page 2

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned   (e.g., puts, calls, warrants, options, convertible securities)

1.

Title of Derivative Security (Instr. 3)

2.

Conversion or Exercise Price of Derivative Security

3.

Transaction Date (Month/Day/Year)

3A.

Deemed Execution Date, if any (Month/Day/Year)

4.

Transaction Code (Instr. 8)

5.

Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

(A)

(D)

Right to acquire common shares under Supplemental Executive Retirement Plan (“SERP”)

(1)

12/27/02

J

(1)

Page 3

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued (e.g., puts, calls, warrants, options, convertible securities)
6.	Date Exercisable and Expiration Date (Month/Day/Year)		7.	Title and Amount of Underlying Securities (Instr. 3 and 4)		8.	Price of Derivative Security (Instr. 5)	9.	Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4)		10.	Ownership of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)
	Date Exercisable	Expiration Date		Title	Amount or Number of Shares
	(1)	(1)		(1)	(1)					(1)		(1)

Explanation of Responses:

(1) On December 27, 2002, 58,912 common shares were issued by the issuer to a “rabbi” trust established under the SERP established pursuant to the reporting person’s employment agreement with the issuer dated January 23, 2002. These shares were issued in accordance with an amendment to the SERP approved by the Compensation Committee of the Board of Trustees of the issuer (the “Board”) and the entire Board. The amendment establishes that the delivery of 58,912 common shares shall satisfy a portion of the issuer's obligations under the SERP. The reporting person’s rights under the SERP vest in four equal annual installments which began on October 31, 2002. The right to receive these common shares does not expire due to the passage of time. The reporting person disclaims beneficial ownership of these common shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these common shares for purpose of Section 16 or for any other purpose. This report is not an admission that these rights constitute derivative securities.

/s/ BETSY Z. COHEN	2/12/03
**Signature of Reporting Person	Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

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