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): June 28, 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):

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 June 28, 2006, Capital Trust, Inc. (the “Company”) executed the Ninth Amendment (the “Amendment”) to the Master Repurchase Agreement (the “Original Agreement”), dated as of May 28, 2003, as amended by the First Amendment to Master Repurchase Agreement, dated as of August 28, 2003, as amended by the Second Amendment to Master Repurchase Agreement dated as of June 1, 2004, as amended by the Third Amendment to Master Repurchase Agreement dated as of November 8, 2004, as amended by the Fourth Amendment to Master Repurchase Agreement dated as of February 28, 2005, as amended by the Fifth Amendment to Master Repurchase Agreement dated as of November 22, 2005, as amended by the Sixth Amendment to Master Repurchase Agreement dated as of December 29, 2005, as amended by the Seventh Amendment to Master Repurchase Agreement dated as of March 24, 2006, as amended by the Eighth Amendment to Master Repurchase Agreement dated as of June 2, 2006, (collectively, each amendment, together with the Original Agreement, the “Repurchase Agreement”), by and between Goldman Sachs Mortgage Company and the Company (the “Goldman Facility”). The Amendment amends the Repurchase Agreement by extending the Goldman Facility through June 29, 2009. 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	Ninth Amendment to the Master Repurchase Agreement, dated as of June 28, 2006, by and between the Company and Goldman Sachs Mortgage Company.

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: June 29, 2006

EX-10

Exhibit 10.1

NINTH AMENDMENT TO MASTER REPURCHASE AGREEMENT

NINTH AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of June 28, 2006 (this “Amendment”), to the Master Repurchase Agreement (the “Original Agreement”), dated as of May 28, 2003, as amended by the First Amendment to Master Repurchase Agreement, dated as of August 28, 2003 (the “First Amendment”), as amended by the Second Amendment to Master Repurchase Agreement dated as of June 1, 2004 (the “Second Amendment”), as amended by the Third Amendment to Master Repurchase Agreement dated as of November 8, 2004 (the “Third Amendment”), as amended by the Fourth Amendment to Master Repurchase Agreement dated as of February 28, 2005 (the “Fourth Amendment”), as amended by the Fifth Amendment to Master Repurchase Agreement dated as of November 22, 2005 (“Fifth Amendment”), as amended by the Sixth Amendment to Master Repurchase Agreement dated as of December 29, 2005 (“Sixth Amendment”), as amended by the Seventh Amendment to Master Repurchase Agreement dated as of March 24, 2006 (“Seventh Amendment”), as amended by the Eighth Amendment to Master Repurchase Agreement dated as of June 2, 2006 (“Eighth Amendment”) (and collectively, each amendment, together with the Original Agreement, the “Repurchase Agreement”), by and between Goldman Sachs Mortgage Company, as buyer (“GSMC”) 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; and

WHEREAS, Buyer has agreed to extend the Facility Termination Date as set forth herein;

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Definitions.

From and after the date hereof the definition of “Facility Termination Date” in Section 2(c) of Annex I to the Repurchase Agreement is hereby deleted and replaced with the following definition:

“ ‘Facility Termination Date’ shall mean, June 29, 2009.”

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/ Leo Huang
	Name: Leo Huang
	Title: Authorized Signatory

CAPITAL TRUST, INC., as Seller

By: /s/ Geoffrey G. Jervis                    

Name: Geoffrey G. Jervis

Title: Chief Financial Officer

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