CORRESP

Capital Trust, Inc.

410 Park Avenue, 14th Floor

New York, New York 10022

July 8, 2008

via edgar and facsimile

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:   Capital Trust, Inc. Registration Statement on Form S-3 File No. 333-151331 (the “Registration Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Capital Trust, Inc. (the “Company”) hereby requests acceleration of effectiveness of the Registration Statement to 5:30 p.m. on July 10, 2008 or as soon thereafter as practicable.

In connection with this request for acceleration, the Company hereby acknowledges that:

·   should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·   the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·   the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company hereby confirms that it is aware of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the public offering of the securities covered by the Registration Statement.

It would be appreciated if, as soon as the Registration Statement has become effective, you would so inform Michael L. Zuppone by telephone at (212) 318-6906.

Very truly yours,
CAPITAL TRUST, INC.
By:	/s/ John R. Klopp
	Name:  John R. Klopp
	Title:    Chief Executive Officer

COVER

[Letterhead of Paul, Hastings, Janofsky & Walker LLP]

(212) 318-6739 amyrosenberg@paulhastings.com
July 8, 2008	43432.00295

VIA EDGAR AND FACSIMILE

Ms. Stacie D. Gorman

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Capital Trust, Inc. Registration Statement on Form S-3 (File No. 333-151331)

Dear Ms. Gorman:

On Friday, May 30, 2008, Capital Trust, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-3 (the “Original Filing”), together with all of the Exhibits thereto, via EDGAR.  On Thursday, July 3, 2008, the Company filed with the Commission Amendment No.1 to the Registration Statement on Form S-3 (together with the Original Filing, the “Registration Statement”), together with all of the Exhibits thereto, via EDGAR.  Enclosed please find the Company’s acceleration request letter, by which the Company requests that the Registration Statement be declared effective as of Thursday, July 10, 2008.

If you anticipate any problems in connection with the Company’s request to accelerate effectiveness of the Registration Statement to this Thursday, July 10, 2008, please call me at (212) 318-6739 or Michael L. Zuppone at (212) 318-6906.

Very truly yours,

/s/ Amy L. Rosenberg

Amy L. Rosenberg, Esq.

for PAUL, HASTINGS, JANOFSKY & WALKER LLP

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