Exhibit 3.1.b

                               CAPITAL TRUST, INC.

                              ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

         FIRST: Capital Trust, Inc., a Maryland corporation (the "Corporation"),
hereby amends its charter as currently in effect as follows: Immediately upon
the acceptance of these Articles of Amendment for record (the "Effective Time")
by the State Department of Assessments and Taxation of Maryland ("SDAT"), every
three shares of Class A Common Stock ("Class A Stock"), par value $.01 par
share, of the Corporation, which were issued and outstanding immediately prior
to the Effective Time shall automatically and without any action on the part of
the holder thereof be changed into one issued and outstanding share of Class A
Stock, subject to the treatment of fractional interests in shares of Class A
Stock resulting from the change described below. No certificates or scrip
representing fractional share interests in Class A Stock shall be issued, and no
fractional share interest shall entitle the holder thereof to vote or to any
rights as a stockholder of the Corporation. A stockholder shall receive, in lieu
of any fractional share interest in Class A Stock to which the stockholder would
otherwise be entitled, a cash payment therefor equal to the product obtained by
multiplying (1) the closing price per share of Class A Stock on the New York
Stock Exchange on the day immediately preceding the Effective Date, as reported
on the composite tape of the New York Stock Exchange, Inc. (or in the event the
Class A Stock is not so traded on the day immediately preceding the Effective
Time, such closing price on the next preceding day on which such stock was
traded on the New York Stock Exchange), or in the event the Class A Stock is not
traded on the New York Stock Exchange, the fair value per share as determined
solely in the discretion of the Board of Directors, by (2) the number of shares
of Class A Stock outstanding immediately prior to the Effective Time that would
otherwise have been changed into a fractional interest in Class A Stock. Each
holder of a certificate which immediately prior to the Effective Time
represented outstanding shares of Class A Stock (an "Old Certificate") shall be
entitled to receive, upon surrender of such Old Certificate to the transfer
agent of the Corporation for cancellation, a certificate (a "New Certificate")
representing the number of whole shares of Class A Stock, as the case may be,
into which and for which the shares formerly represented by the Old Certificates
so surrendered are changed into under the terms hereof. If more than one Old
Certificate shall be surrendered at one time for the account of the same
stockholder, the number of whole shares of Class A Stock, as the case may be,
for which New Certificates shall be computed on the basis of the aggregate
number of shares represented by the Old Certificates so surrendered.

         SECOND: These Articles of Amendment of the Corporation have been duly
advised by the Board of Directors of the Corporation and approved by the
stockholders of the Corporation as required by law.





         THIRD: The undersigned Chief Executive Officer acknowledges these
Articles of Amendment to be the corporate act of the Corporation and as to all
matters of facts required to be verified under oath, the undersigned Chief
Executive Officer acknowledges that to the best of his knowledge, information
and belief, these matters and facts are true in all material respects and that
this statement is made under the penalties for perjury.




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         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be signed in its name and on its behalf by its Chief Executive
Officer and attested by its Secretary on this 2nd day of April, 2003.

ATTEST:                               CAPITAL TRUST, INC.


/s/ Brian H. Oswald                   By: /s/ John R. Klopp         (SEAL)
-------------------------                ---------------------------
Brian H. Oswald                          John R. Klopp
Secretary                                Chief Executive Officer


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