As filed with the Securities and Exchange Commission on June 24, 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) June 16, 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 June 16, 1998, the  Registrant  originated and funded a $50 million,
eleven-year  mezzanine loan (the "Loan") to the affiliated entities that own the
commercial  office buildings  located at 805 Third Avenue and 3 East 54th Street
in New York, New York (collectively,  the "Properties").  The Properties,  which
contain approximately  875,000 square feet, are approximately 92% occupied.  The
Loan is secured by a pledge of the ownership  interests in the entities that own
the Properties (the "Pledge") and by a second mortgage.  Upon the achievement of
certain events,  including the securitization of the first mortgage  encumbering
the Properties, the second mortgage will be released and the Loan secured by the
Pledge will be reduced by an amount to be determined in exchange for a preferred
equity  investment in the entity which owns each of the  Properties in an amount
equal to the amount of the reduction in the Loan.

         The Loan,  which  matures on July 11, 2009,  bears  interest at a fixed
rate of interest for the first ten years and bears  interest at a specified rate
over LIBOR for its last year.  Prepayment is not permitted during the first five
years of the Loan;  however,  prepayment  is permitted  during the period of the
sixty-first  (61st) month through the one hundred-  fourteenth  (114th) month of
the Loan with  reimbursement  for Swap (defined below) unwind costs, and without
premium or penalty for the remainder of the term.

         The Loan was funded with existing cash and funds  borrowed under one of
the Registrant's  credit  facilities.  Simultaneous  with the origination of the
Loan, the  Registrant  entered into an interest rate swap agreement (the "Swap")
with a commercial  bank  pursuant to which it will receive  interest at LIBOR on
the notional amount of the Swap in exchange for fixed interest  payments for the
first ten years of the term of the Loan.







                                   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: June 24, 1998               By:     /s/ Edward L. Shugrue III
                                        -------------------------------
                                  Name:  Edward L. Shugrue III
                                  Title: Chief Financial Officer