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): February 7, 2006

CAPITAL TRUST, INC.

(Exact Name of Registrant as specified in its charter)

               Maryland                
(State or other jurisdiction
of incorporation)                1-14788                
(Commission File
Number)                94-6181186                
(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):

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

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

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

o 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 February 7, 2006, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Capital Trust, Inc. (the “Company”) granted a discretionary cash bonus to Geoffrey G. Jervis, chief financial officer of the Company, of $500,000. The Compensation Committee also approved a base salary increase for Mr. Jervis, from $175,000 per annum to $250,000 per annum, effective February 1, 2006.

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: February 9, 2006