8-K

                       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): June 14, 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 5.  Other Events

        On June 14, 2004, Capital Trust, Inc. (the "Company") issued a press
release announcing a proposed offering of approximately $276 aggregate
principal amount of non-recourse collateralized debt obligations through two of
its subsidiaries, Capital Trust RE CDO 2004-1 Ltd. and Capital Trust RE CDO
2004-1 Corp.

        In accordance with Rule 135C of the Securities Act of 1933, as amended,
a copy of the press release is attached to this Current Report on Form 8-K as
Exhibit 99.1 and is incorporated herein by reference.



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

(c)      Exhibits

         99.1     Press Release, dated June 14, 2004.













                                   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: June 14, 2004

















                                  Exhibit Index



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

            99.1                Press Release, dated June 14, 2004.

EX-99

                                                                    Exhibit 99.1


[GRAPHIC OMITTED]

Contact:   Rubenstein Associates
           Robert Solomon: (212) 843-8050


Capital Trust, Inc. Announces Offering of $276 million of Collateralized Debt
Obligations
- -----------------------------------------------------------------------------

        NEW YORK, NY - June 14, 2004 - Capital Trust, Inc. (NYSE: CT) announced
today a proposed offering of approximately $276 million aggregate principal
amount of non-recourse collateralized debt obligations through two of its
subsidiaries, Capital Trust RE CDO 2004-1 Ltd. (the "Issuer") and Capital Trust
RE CDO 2004-1 Corp. (the "Co-Issuer" and together with the Issuer, the
"Co-Issuers"). The offering of the notes evidencing the collateralized debt
obligations (the "Notes") will be made to certain initial purchasers pursuant to
a private placement. The Notes will be issued by the Co-Issuers under a common
indenture and will be secured directly or indirectly by a portfolio of
participation interests in commercial mortgage loans, commercial
mortgaged-backed securities and mezzanine loans sold to the Issuer by GMAC
Commercial Mortgage Corporation ("GMAC"), Capital Trust and other sellers from
time to time, including approximately $277 million and $47 million of such
assets to be sold by GMAC and Capital Trust, respectively, upon the closing of
the offering.

        The initial purchasers will sell or offer the Notes within the United
States to qualified institutional buyers in accordance with Rule 144A under the
Securities Act of 1933 (the "Securities Act") and outside the United States in
accordance with Regulation S under the Securities Act.

        Capital Trust expects to purchase all of the below investment grade
Notes and the entire residual equity interest in the assets collateralizing the
Notes with an aggregate issue price of approximately $68 million plus
capitalized fees and transaction costs. Capital Trust's wholly owned subsidiary,
CT Investment Management Co. LLC, will serve as the collateral manager of the
collateral securing the Notes.

        Capital Trust expects to account for the transaction as a financing and
record on its balance sheet the face amount of underlying collateral assets and
the liabilities arising under the Notes.

        This press release does not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Notes
referred to herein in any state in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such state. The Notes will not be registered under the Securities Act or
applicable state securities laws, and are being offered by the initial purchaser
only to qualified institutional buyers in reliance on Rule 144A under the
Securities Act and outside the United States in accordance with Regulation S
under the







Securities Act. Unless so registered, the Notes cannot be offered or sold in the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state securities laws.

                                       ***

        The forward-looking statements contained in this news release are
subject to certain risks and uncertainties including, but not limited to, new
origination volume, continued performance, asset/liability mix, effectiveness of
the Company's hedging strategy and rate of repayment of the Company's portfolio
assets, as well as other risks indicated from time to time in the Company's Form
10-K and Form 10-Q filings with the Securities and Exchange Commission. The
Company assumes no obligation to update or supplement forward-looking statements
that become untrue because of subsequent events.