As filed with the Securities and Exchange Commission on October 22, 1998

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K/A

                                 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
- --------------------------------------------------------------------------------
(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)

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ITEM 2.   Acquisition or Disposition of Assets

     Item 2 is hereby amended and restated as follows:

     On June 16,  1998,  the  Registrant  originated  and funded a $50  million,
eleven-year 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 and by a second mortgage.

     The  Registrant  has  agreed,  upon  the  achievement  of  certain  events,
including the  securitization of the first mortgage  encumbering the Properties,
to  replace  the Loan and with a like  amount of  secured  mezzanine  debt and a
preferred  equity  investment  in the  entity  that owns each of the  Properties
(after such modification,  the "Modified Loan"). In any such  modification,  the
amount of the Registrant's investment in the Modified Loan will equal the amount
of the original  Loan. The terms and conditions of the Modified Loan will mirror
the terms and conditions of the original Loan,  except that the Registrant  will
have the opportunity to earn a prescribed sightly increased interest rate.

     The Loan,  which  matures on July 11,  2009,  bears  interest at a positive
fixed rate of interest for the first ten years and bears interest at a specified
positive 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.


761876.5




                                   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: October 22, 1998                  By: /s/ Edward L. Shugrue III
                                        -------------------------------
                                        Name:  Edward L. Shugrue III
                                        Title: Chief Financial Officer



761876.5