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): February 2, 2005

                               CAPITAL TRUST, INC.
             (Exact Name of Registrant as specified in its charter)

           Maryland                     1-14788                94-6181186
-----------------------------       ---------------       --------------------
(State or other jurisdiction       (Commission File           (IRS Employer
     of incorporation)                  Number)            Identification No.)

                 410 Park Avenue, 14th Floor, New York, NY 10022
               (Address of Principal Executive Offices) (Zip Code)

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

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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

Item 5.02   Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers

        (b) On February 2, 2005, Mr. Jeffrey A. Altman notified Capital Trust,
Inc. (the "Company") that he will be resigning from his position as a director
of the Company effective February 7, 2005.


        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, INC.

                                            By:      /s/ John R. Klopp   
                                               Name:   John R. Klopp
                                               Title:  Chief Executive Officer

Date: February 4, 2005