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): November 4, 2005

CAPITAL TRUST, INC.

(Exact Name of Registrant as specified in its charter)

Maryland	1-14788	94-6181186
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 1.01 Entry Into a Material Definitive Agreement

On November 4, 2005, Capital Trust, Inc. (the “Company”) and its wholly owned subsidiaries, CT RE CDO 2004-1 Sub, LLC and CT RE CDO 2005-1 Sub, LLC (collectively, the “CT Entities”), executed Amendment No. 1 to the Master Repurchase Agreement (the “Amendment”) with Morgan Stanley Bank (“Morgan Stanley”). The Amendment amends the Master Repurchase Agreement, dated as of July 29, 2005 (the “Master Repurchase Agreement”) by, among other things, deleting the definition of “Maximum Purchase Amount” in Section 2.01 of the Master Repurchase Agreement in its entirety and instead defining “Maximum Purchase Amount” as $125,000,000 provided that if the CT Entities elect to reduce the “Maximum Purchase Amount,” any subsequent increase in the “Maximum Purchase Amount” following such reduction shall be within the sole discretion of Morgan Stanley.

The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment.

Item 9.01	Financial Statements and Exhibits.
(c)	Exhibits.

Exhibit No.	Description
10.1	Amendment No. 1 to the Master Repurchase Agreement, dated as of November 4, 2005, by and among the Company, CT RE CDO 2004-1 Sub, LLC, CT RE CDO 2005-1 Sub, LLC and Morgan Stanley Bank.

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: November 8, 2005

EX-10

Exhibit 10.1

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT

THIS AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT (this “Amendment”), made as of the 4^th day of November, 2005 by CAPITAL TRUST, INC., a Maryland corporation (“CT”), CT RE CDO 2004-1 SUB, LLC, a Delaware limited liability company, and CT RECDO 2005-1 SUB, LLC, a Delaware limited liability company (collectively, “Seller”), and MORGAN STANLEY BANK, a Utah industrial bank (“Buyer”).

W I T N E S S E T H:

WHEREAS, Seller and Buyer previously entered into that Master Repurchase Agreement dated as of July 29, 2005 (the “Master Repurchase Agreement”); and

WHEREAS, the parties to the Master Repurchase Agreement wish to modify certain terms and provisions thereof:

NOW, THEREFORE, the parties hereto agree as follows:

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

(a)   The definition of “Maximum Purchase Amount” in Section 2.01 is hereby deleted in its entirety and the following is inserted in lieu thereof:

“Maximum Purchase Amount” shall mean One Hundred Twenty Five Million Dollars ($125,000,000); provided that if Seller elects to reduce the Maximum Purchase Amount hereunder, any subsequent increase in the Maximum Purchase Amount following such reduction shall be within the sole discretion of the Buyer.

(b)   The following definition of “Authorized Representatives of Seller” is hereby added to Section 2.01:

“Authorized Representatives of Seller” shall mean any of John R. Klopp, Stephen D. Plavin, Geoffrey G. Jervis, Jeremy FitzGerald, Peter S. Ginsberg, Thomas C. Ruffing and John E. Warch.

(c) Section 3.03(h) is hereby deleted in its entirety and the following is inserted in lieu thereof:

“Subject to the timely receipt by Buyer of a Trust Receipt with a Transaction Asset Schedule as provided above, and subject further to the provisions of Section 6 hereof, such Purchase Price payment will then be made available to Seller by Buyer transferring, via wire transfer, the aggregate Purchase Price amount of such Transaction in funds immediately available to Seller, either (i) to the following account of Seller: JPMorgan Chase Bank, 380 Madison Ave, 11th Floor, New York, NY 10017-2591, ABA #: 021-000021, Account # 230254632, Account Name: Capital Trust, Inc., Attention: Geoffrey G. Jervis (212)-655-0247) or (ii) to an account designated by Seller, provided that such designation is made in writing by at least two (2) Authorized Representatives of Seller. Buyer may consider on a case-by-case basis in its sole, absolute discretion alternative funding arrangements requested by Seller.”

(d) Section 12.20 is hereby amended by adding the following sentence at the conclusion thereof:

“Buyer and Seller agree that in connection with the increase of the Maximum Purchase Amount by Fifty Million and 00/100 Dollars ($50,000,000.00) pursuant to this Amendment, Seller shall pay to Buyer a Structuring Fee (the “Increased Structuring Fee”) in the amount of $344,520.55.”

2.     Representations and Warranties. Seller hereby makes to Buyer the representations and warranties set forth in Section 7 of the Master Repurchase Agreement, as amended hereby.

3.     Binding Effect; No Partnership; Counterparts. The provisions of the Master Repurchase Agreement, as amended hereby, shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between any of the parties hereto. For the purpose of facilitating the execution of this Amendment as herein provided, this Amendment may be executed simultaneously in any number of counterparts, each of which shall be deemed to be an original, and such counterparts when taken together shall constitute but one and the same instrument.

4.     Further Agreements. Seller agrees to execute and deliver such additional documents, instruments or agreements as may be reasonably requested by Buyer and as may be necessary or appropriate to effectuate the purposes of this Amendment.

5. Governing Law. This Amendment shall be governed by the laws of the State of New York.

6.     Continuing Effect. Except as modified by this Amendment, all terms of the Master Repurchase Agreement shall remain in full force and effect.

7. Conditions Precedent.

It is a condition precedent to the effectiveness of this Amendment that each of the following shall have occurred:

(a) each party hereto shall have executed and delivered this Amendment;

(b)   Buyer shall have received from Seller an officer's certificate dated the date hereof in the form required under Section 6.02(b) of the Master Repurchase Agreement;

(c) Buyer shall have received the Increased Structuring Fee from Seller; and

(d)   Buyer shall have received a legal opinion from counsel to Seller as to the enforceability of this Amendment and as to Seller’s authority to execute, deliver and perform its obligations under the Master Repurchase Agreement as amended hereby. Such opinion shall be addressed to Buyer and its successors and assigns, and shall be in a form and substance reasonably satisfactory to Buyer.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

SELLER:

CAPITAL TRUST, INC.,
as a Seller

By: /s/ Geoffrey G. Jervis

Name: Geoffrey G. Jervis

Title: Chief Financial Officer

CT RE CDO 2004-1 SUB, LLC,

as a Seller

By: /s/ Geoffrey G. Jervis

Name: Geoffrey G. Jervis

Title: Chief Financial Officer

CT RE CDO 2005-1 SUB, LLC,

as a Seller

By: /s/ Geoffrey G. Jervis

Name: Geoffrey G. Jervis

Title: Chief Financial Officer

BUYER:

MORGAN STANLEY BANK,

a Utah industrial bank

By: /s/ Andew B. Neuberger

Name: Andrew B. Neuberger

Title: Vice President

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