Exhibit 3.2


                 FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS

                                       OF

                               CAPITAL TRUST, INC.
                               -------------------

      FIRST  AMENDMENT to Amended and Restated  Bylaws (the "Bylaws") of Capital
Trust, Inc. (the "Corporation"),  adopted and approved by the Board of Directors
of the Corporation as of May 6, 2004.

      Article II,  Section 10 of the Bylaws is hereby  amended by  deleting  the
last sentence of the final paragraph in its entirety and inserting the following
in lieu thereof:

            Notwithstanding  any other provision of the charter of the
            Corporation  or these  Bylaws,  Title 3, Subtitle 7 of the
            Corporations  and  Associations  Article of the  Annotated
            Code of  Maryland  (or any  successor  statute)  shall not
            apply  to any  acquisition  of  shares  of  class A common
            stock,  $0.01  par  value,  of the  Corporation  by W.  R.
            Berkley Corporation, a Delaware corporation, or any of its
            controlled  affiliates  (collectively,   "Berkley").  This
            section may be repealed, in whole or in part, at any time,
            whether  before or after an  acquisition of control shares
            and, upon such repeal,  may, to the extent provided by any
            successor bylaw,  apply to any prior or subsequent control
            share acquisition;  provided,  however,  that this section
            may not be repealed,  in whole or in part, with respect to
            any prior or subsequent  control share  acquisition of (i)
            Veqtor,  or any  affiliates  thereof,  without  its  prior
            written consent,  (ii) any Permitted Transferee of Veqtor,
            without  its  prior  written  consent,  or (iii)  Berkley,
            without its prior written consent.

      IN WITNESS  WHEREOF,  the undersigned has executed this First Amendment as
of the date above first written.

                               Capital Trust, Inc.


                               /s/ Brian H. Oswald
                               -------------------
                               Secretary