As filed with the Securities and Exchange Commission on April 6, 1998

                       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) March 20, 1998


                                  CAPITAL TRUST
                                  -------------
             (Exact name of registrant as specified in its charter)


California                         1-8063                             94-6181186
- --------------------------------------------------------------------------------
(State or other                    (Commission               (I.R.S. Employer
jurisdiction of                    File Number)              Identification No.)
incorporation)


605 Third Avenue, 26th Floor
New York, New York                                                         10016
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(Address of principal executive offices)                              (Zip Code)


                                    (212) 655-0220
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              (Registrant's telephone number, including area code)


- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)












ITEM 2.           Acquisition or Disposition of Assets

         On March 20, 1998, the Registrant originated and funded in part a $50.0
million  subordinate  acquisition  loan  (the  "Acquisition  Loan")  to MSDW 140
Broadway,   L.L.C.  (the  "Borrower").   At  closing,  the  Registrant  advanced
approximately $37.6 million.

         The Acquisition Loan is secured by, among other things, a pledge of the
ownership  interests in the entity that owns the office building  located at 140
Broadway, New York, NY (the "Property").  The Property, which was built in 1967,
is  a  52-story  office  building  located  in  downtown  Manhattan   containing
approximately 1.2 million square feet.

         Proceeds  from  the  funded  portion  of  the   Acquisition   Loan,  in
conjunction with the proceeds from a concurrent senior loan, were used primarily
to acquire the Property and to establish an interest  reserve;  additional funds
may be  borrowed  under the  Acquisition  Loan for  approved  costs  incurred in
conjunction  with leases executed in accordance with  pre-determined  guidelines
and base building improvement work pursuant to an approved budget.

         The  Acquisition  Loan was funded with a  combination  of existing cash
(25%) and financing (75%) under the Registrant's  existing credit facility.  The
Acquisition  Loan has a term of three years and may be extended by the Borrower,
subject to certain terms and conditions, for an additional year. The Acquisition
Loan is non-amortizing and bears interest at a specified rate above LIBOR.






                                   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
                                        (Registrant)


Date: April 6, 1998                    By: /s/ Edward L. Shugrue III
                                           -------------------------------
                                       Name:   Edward L. Shugrue III
                                       Title:  Chief Financial Officer