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): February 13, 2006

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 8.01 Other Events.

On February 13, 2006, Capital Trust, Inc. issued a press release announcing a proposed offering of approximately $466 million aggregate principal amount of non-recourse collateralized debt obligations through two of its subsidiaries, CT CDO IV Ltd. and CT CDO IV Corp.

In accordance with Rule 135C of the Securities Act of 1933, as amended, a copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01		Financial Statements and Exhibits
	(c) Exhibits
	Exhibit Number		Description
	99.1		Press Release dated February 13, 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/ John R. Klopp

      Name:     John R. Klopp

      Title:       Chief Executive Officer

Date: February 13, 2006

Exhibit Index

Exhibit Number	Description
99.1	Press Release dated February 13, 2006

EX-99

Exhibit 99.1

Contact: Rick Matthews

Rubenstein Associates

(212) 843-8267

Capital Trust, Inc. Announces Offering of $466 million of Collateralized Debt Obligations

NEW YORK, NY – February 13, 2006 - Capital Trust, Inc. (NYSE: CT) (“Capital Trust”) announced today a proposed offering of approximately $466 million aggregate principal amount of non-recourse collateralized debt obligations (“CDOs”). The notes evidencing the CDOs (the “Notes”) will be issued by two subsidiaries under a common indenture and secured by a $490 million portfolio of commercial mortgage-backed securities (“CMBS”), and other commercial real estate debt which will be sold to one of the subsidiaries (the “Issuer”) by Capital Trust upon the closing of the offering. The collateral is comprised of $186 million of assets that Capital Trust already owns and $304 million of CMBS that Capital Trust has agreed to purchase in connection with the offering.

Capital Trust expects to acquire all of the Issuer’s below investment grade rated Notes and preferred shares with an aggregate face value of $59 million. Capital Trust expects to account for the transaction as a financing and record on its balance sheet the underlying collateral as assets and the Notes sold as liabilities. Capital Trust’s wholly owned subsidiary, CT Investment Management Co. LLC, will serve as the collateral manager for the transaction. The offering of the Notes will be made in a private placement transaction exempt from registration under the Securities Act of 1993 (the “Securities Act”).

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Notes referred to herein in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The Notes will not be registered under the Securities Act or applicable state securities laws, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.