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 21, 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

      99.1  Press Release, dated June 21, 2004.


Item 9.  Regulation FD Disclosure.

      On June 21, 2004, Capital Trust, Inc. (the "Company") issued a press
release announcing that it had completed the second closing of the direct public
offering of its class A common stock, par value $0.01 per share (the "Common
Stock"), and warrants (the "Warrants"), to designated controlled affiliates of
W. R. Berkley Corporation ("Berkley"). Pursuant to a Securities Purchase
Agreement (the "Purchase Agreement") signed May 11, 2004, Berkley bought 325,000
shares of Common Stock for a total purchase price of $7,605,000. In addition,
the previously issued Warrants became exercisable on June 17, 2004 when the
issuance of the underlying shares was approved by shareholders at the Company's
annual meeting. The Warrants have an exercise price of $23.40 per share and
expire on December 31, 2004. On May 11, 2004, pursuant to the Purchase
Agreement, the Company sold 1,310,000 shares of Common Stock and the Warrants to
purchase 365,000 shares of Common Stock to Berkley for a total price of
$30,654,000.

      The press release is furnished herewith as Exhibit 99.1. The information
in Item 9 of this Current Report on Form 8-K, including the press release
attached as Exhibit 99.1 hereto, is being furnished pursuant to Item 9 and shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities Act
of 1934, as amended, or otherwise subject to the liabilities of the section.
Such information 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: June 21, 2004





                                  Exhibit Index



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

      99.1             Press Release, dated June 21, 2004.

EX-99

                                                                    Exhibit 99.1


[CAPITAL TRUST LOGO]

Contact:   Rubenstein Associates

           Robert Solomon: (212) 843-8050


Capital Trust, Inc. Announces Completion of Second Closing of Direct Public
Offering
- --------------------------------------------------------------------------------


      NEW YORK, NY - June 21, 2004 - Capital Trust, Inc. (NYSE: CT) announced
that it had completed the second closing of the direct public offering of its
common stock and warrants to affiliates of W. R. Berkley Corporation (NYSE:
BER).

      Pursuant to a securities purchase agreement signed May 11, 2004,
affiliates of W. R. Berkley Corporation bought 325,000 shares of Capital Trust's
class A common stock for a total purchase price of $7,605,000. In addition, the
previously issued warrants became exercisable on June 17, 2004 when the issuance
of the underlying shares was approved by shareholders at the Company's annual
meeting. The warrants have an exercise price of $23.40 per share and expire on
December 31, 2004. On May 11, 2004, pursuant to the securities purchase
agreement, the Company sold 1,310,000 shares of Capital Trust's class A common
stock and the warrants to purchase 365,000 shares for a total price of
$30,654,000.

      Capital Trust intends to use the net proceeds from the sale of the shares
for general corporate purposes, including funding balance sheet investment
activity, capital commitments to managed funds, potential business acquisitions
and repayment of indebtedness.

      A registration statement relating to the offering of the shares and
warrants, including the shares issuable upon the exercise of the warrants, has
been filed with the Securities and Exchange Commission and has been declared
effective (File No. 333-111261). This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities 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 states. A written prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended may be obtained from Capital Trust, Inc.,
410 Park Avenue, 14th Floor, New York, New York 10022, Attention: Investor
Relations (Telephone: (212) 655-0220).