As filed with the Securities and Exchange Commission on April 23, 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) April 21, 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
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)


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


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


707415.6





ITEM 2.           Acquisition or Disposition of Assets

         On April 21, 1998, the  Registrant  originated and funded a $36 million
junior  mezzanine  loan (the  "Mezzanine  Loan")  to AGBRI  Hexagon,  L.P.  (the
"Borrower")  to acquire a portfolio of properties  located in Texas and Southern
California  (the  "Portfolio").  The Portfolio  includes four office  properties
containing  approximately  1.9 million  square  feet, a 184-room  hotel,  and an
office/hotel  complex  comprised of a 140,200 square foot office  property and a
291-room  hotel.  The  Mezzanine  Loan is secured  by a pledge of the  ownership
interests in the entities that own the Portfolio.

         Proceeds from the Mezzanine Loan, in conjunction with the proceeds from
a  concurrent  senior  loan  and  senior  mezzanine  loan   (collectively,   the
"Acquisition  Loans")  obtained by the Borrower  from other  lenders,  were used
primarily to acquire the  Portfolio  and to  establish  an interest  reserve and
other reserves required under the loan documents.

         The Mezzanine  Loan was funded with existing  cash.  The Mezzanine Loan
has a term of two years and the Borrower may extend the Mezzanine Loan for up to
two six-month  periods,  subject to certain terms and conditions and the payment
of an extension fee. The Mezzanine Loan is non-amortizing  and bears interest at
a specified rate above LIBOR. In addition,  at closing,  the Borrower  purchased
from another intermediary an interest rate cap for the Acquisition Loans.



707415.6




                                   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 23, 1998              By:   /s/ Edward L. Shugrue III
                                      -------------------------------
                                  Name:  Edward L. Shugrue III
                                  Title: Chief Financial Officer



707415.6