Exhibit 10.22.d


                 THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT

               THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of
November 15, 2004 (this "Amendment"), to that certain Master Repurchase
Agreement (the "Original Agreement"), dated as of May 28, 2003, as amended by
that certain First Amendment to Master Repurchase Agreement, dated as of August
26, 2003 (the "First Amendment"), as further amended by that certain Second
Amendment to Master Repurchase Agreement, dated as of June 1, 2004 (the "Second
Amendment"; and together with the First Amendment and the Original Agreement,
the "Repurchase Agreement"), by and among Goldman Sachs Mortgage Company, as a
buyer and as Administrative Agent ("GSMC"), Commerzbank AG, New York Branch, as
a buyer ("Commerzbank"), and Capital Trust, Inc., as seller ("Seller").
Capitalized terms used but not defined herein shall have the meanings set forth
in the Repurchase Agreement.

                                     RECITAL
                                     -------

               WHEREAS, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties have agreed to amend
the Repurchase Agreement as set forth herein.

               NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

               1. Amendments. The Repurchase Agreement is hereby amended as
follows:

               (a) Section 3(e)(2) of Annex I to the Repurchase Agreement is
hereby deleted in its entirety and replaced with the following:

               "Seller shall have a Fixed Charge Ratio of greater than 1.2:1 and
               a Debt to Equity Ratio of less than 5:1 for the fiscal quarter
               most recently ended;"

               (b) Section 14(a)(xi) of Annex I to the Repurchase Agreement is
hereby deleted in its entirety and replaced with the following:

               "Seller fails to maintain a Fixed Charge Ratio of greater than
               1.2:1 and a Debt to Equity Ratio of less than 5:1 as of the end
               of any fiscal quarter;"

               2. Continuing Effect. Except as expressly amended by this
Amendment, the Repurchase Agreement and the other Transaction Documents remain
in full force and effect in accordance with their respective terms, and are
hereby in all respects ratified and confirmed.

               3. References to Repurchase Agreement. All references to the
Repurchase Agreement in any Transaction Document or in any other document
executed or delivered in connection therewith shall, from and after the
execution and delivery of this Amendment, be deemed a reference to the
Repurchase Agreement as amended hereby, unless the context expressly requires
otherwise.





               4. Governing Law. This Amendment shall be governed by and
construed and interpreted in accordance with the laws of the State of New York.

               5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument.

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               IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered in their names as of the date first above
written.

                                    GOLDMAN SACHS MORTGAGE COMPANY,
                                        as a Buyer

                                    By:  Goldman Sachs Real Estate Funding Corp.


                                         By:  /s/ Mark Buono
                                              --------------
                                              Name: Mark Buono
                                              Title: Vice President


                                    GOLDMAN SACHS MORTGAGE COMPANY,
                                        as Administrative Agent

                                    By:  Goldman Sachs Real Estate Funding Corp.


                                         By:  /s/ Mark Buono
                                              --------------
                                              Name: Mark Buono
                                              Title: Vice President




                                    COMMERZBANK AG, NEW YORK BRANCH,
                                        as a Buyer



                                    By: /s/ Anthony J. Tuffy
                                        --------------------
                                           Name: Anthony J. Tuffy
                                           Title: Senior Vice President



                                    By: /s/ Steve Rosamilia
                                        -------------------
                                           Name:  Steve Rosamilia
                                           Title: Vice President



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                                    CAPITAL TRUST, INC., as Seller



                                    By:  /s/ Brian H. Oswald
                                        --------------------
                                         Name: Brian H. Oswald
                                         Title: Chief Financial Officer


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