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): August 4, 2005
                                                          ---------------



                               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)



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))





Item  7.01        Regulation FD Disclosure.

         On August 4, 2005, Capital Trust, Inc. (the "Company") issued a press
release announcing that it had closed a $337.8 million collateralized debt
obligation. A copy of the press release is attached to this Current Report on
Form 8-K ("Current Report") as Exhibit 99.1 and is incorporated herein solely
for purposes of this Item 7.01 disclosure.

         The information in this Current Report, including the exhibit attached
hereto, is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of such section. The information
in this Current Report, including the exhibit, shall not be incorporated by
reference into any filing under the Securities Act of 1933, as amended or the
Exchange Act, regardless of any incorporation by reference language in any such
filing.




Item 9.01         Financial Statements and Exhibits

         (c) Exhibits

         Exhibit Number                Description

         99.1                          Press Release dated August 4, 2005






                                   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/ Geoffrey G. Jervis
                                          -------------------------------
                                            Name:    Geoffrey G. Jervis
                                            Title:   Chief Financial Officer




Date: August 4, 2005






                                  Exhibit Index



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

                      99.1             Press Release dated August 4, 2005

EX-99

                                                                    Exhibit 99.1


[CAPITAL TRUST LOGO]

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


     Capital Trust Announces Closing of Third Collateralized Debt Obligation
     -----------------------------------------------------------------------

         NEW YORK,  August 4, 2005-- Capital Trust,  Inc.  (NYSE:  CT) announced
today the closing of a $337.8 million  collateralized  debt obligation  ("CDO"),
the third issuance by the Company since July of last year.

         The Company  issued $341.3  million of  securities  comprised of $337.8
million of fixed rate notes and $3.4 million of preferred shares.  Capital Trust
retained the BBB- rated class of the  investment  grade notes,  all of the below
investment  grade notes and the  preferred  shares in the CDO issuer.  The notes
rated BBB and above,  totaling  $269.6  million,  were purchased for proceeds of
$272.2 million.  Capital Trust's wholly owned asset  management  subsidiary,  CT
Investment Management Co., LLC, is the collateral manager for the CDO.

         Collateral  for the CDO  consists of $341.3  million of vintage,  fixed
rate conduit,  fusion, and large loan subordinate CMBS. Approximately 53% of the
collateral was purchased at closing with the balance coming from Capital Trust's
existing CMBS portfolio. The notes rated BBB and above yield 5.17% and represent
a non-mark-to-market, term matched, index matched and non-recourse financing for
the Company. The non-reinvesting,  static pool CDO is rated by Fitch Ratings and
Standard & Poor's.

         Capital  Trust will  account for the  transaction  as a  financing  and
record on its balance  sheet all of the  collateral as assets and all of the CDO
notes sold as liabilities.

         This  news  release  does  not  constitute  an  offer  to  sell  or the
solicitation of an offer to buy any of these securities.  The securities offered
and sold  have not been  registered  under  the  Securities  Act,  or any  state
securities laws.  Unless so registered,  the notes may not be offered or sold in
the  United  States  except  pursuant  to an  exemption  from  the  registration
requirements of the Securities Act and applicable state securities laws.