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 4, 2004
                                                          --------------


                               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
                                                          ---------------


                                       N/A
                                     -------
         (Former name or former address, if changed since last report):





Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

        (c) Exhibits

        Exhibit Number      Description
        --------------      -----------

        99.1                Transcript from fourth quarter and year ended
                            December 31, 2003 earnings conference call held on
                            March 4, 2004


Item 12.  Results of Operations and Financial Condition.

        On March 4, 2004, Capital Trust, Inc. (the "Company") held a conference
call to discuss the financial results of the Company for its fourth quarter and
year ended December 31, 2003. A copy of the transcript of the call is attached
to this Current Report on Form 8-K ("Current Report") as Exhibit 99.1 and is
incorporated herein solely for purposes of this Item 12 disclosure. The
transcript has been selectively edited to facilitate the understanding of the
information communicated during the conference call.

        The information in this Current Report, including the exhibit attached
hereto, is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of such section. The information in this Current
Report, including the exhibit, shall not be incorporated by reference into any
registration statement or other document pursuant to the Securities Act of 1933,
as amended.





                                   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, INC.


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


Date: March 9, 2004





                                  Exhibit Index


        Exhibit Number      Description
        --------------      -----------

        99.1                Transcript from fourth quarter and year ended
                            December 31, 2003 earnings conference call held on
                            March 4, 2004