As filed with the Securities and Exchange Commission on March 19, 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 12, 1998


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


California                          1-8063                            94-6181186
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(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 12, 1998, the Registrant  purchased at 99.6% of par $33,530,597 of
subordinated  commercial   mortgage-backed   securities  ("CMBS")  issued  by  a
financial asset securitization  investment trust ("FASIT") vehicle.  Immediately
following the  purchase,  the  Registrant  elected to sell  approximately  $4.45
million  of  the  CMBS  to  an  unaffiliated  third  party,  resulting  in a net
investment for the Registrant of approximately $29.1 million (the "Investment").
The  subordinated  CMBS were  purchased  from an affiliate of Nomura  Securities
International, Inc. (the "Seller") and are secured by 87 mortgage loans that are
secured by 269  properties  throughout  the  United  States  and  Canada.

     The  Investment  is comprised of $10 million of Class B-1 bonds (34%) rated
BB,  approximately  $11.6  million  of  Class  B-2  bonds  (40%)  rated  B,  and
approximately  $7.5  million of Class B-3 bonds  (26%) rated B-. Each bond class
carries a floating  rate coupon at a specified  spread over LIBOR.  The purchase
price for the Class B-1 bonds was  financed  in part with cash (15%) and in part
pursuant to a repurchase  agreement (the "REPO") with the Seller (85%); the REPO
is payable  monthly in arrears and bears  interest  at a  specified  spread over
LIBOR.  The purchase of the Class B-2 and B-3 bonds was financed  entirely  with
available cash.






                                   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: March 19, 1998                      By:/s/ Edward L. Shugrue III
                                          Name:  Edward L. Shugrue III
                                          Title: Chief Financial Officer