As filed with the Securities and Exchange Commission on November 1, 2004.
                              Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                               CAPITAL TRUST, INC.
               (Exact name of issuer as specified in its charter)

         Maryland                                           94-6181186
(State of Incorporation)                    (IRS Employer Identification Number)

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

                               CAPITAL TRUST, INC.
                          2004 LONG-TERM INCENTIVE PLAN
                            (Full title of the Plan)

                                  John R. Klopp
                             Chief Executive Officer
                               Capital Trust, Inc.
                           410 Park Avenue, 14th Floor
                               New York, NY 10022
                                 (212) 655-0220
            (Name, address and telephone number of agent for service)

                                    copy to:
                            Michael L. Zuppone, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                               75 East 55th Street
                               New York, NY 10022
                                 (212) 318-6000
            (Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

    Title of Securities to be        Amount to be           Proposed Maximum               Proposed Maximum           Amount of
            registered              registered (1)     Offering Price Per Unit (2)     Aggregate Offering Price     Registration Fee
<S>                                  <C>                       <C>                           <C>                        <C>

class A common stock, par value      1,000,000                 $28.82                        $28,820,000                $3,651.49
$0.01 per share
</TABLE>

(1) Registered  herein are 1,000,000 shares of the  Registrant's  class A common
stock,  par value  $0.01 per share,  of which  218,818  shares of class A common
stock are  subject  to an  outstanding  restricted  share  award that was issued
pursuant to the  Registrant's  2004 Long-Term  Incentive Plan, and the remaining
781,182  shares of class A common  stock which may be issued  pursuant to future
awards under such plan. Also registered  hereunder are such additional number of
shares of class A common stock, presently indeterminable, as may be necessary to
satisfy the


<PAGE>


anti-dilution  provisions  of the  plan to  which  this  Registration  Statement
relates in accordance with Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act").

(2) Calculated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act, the proposed maximum offering price per share of the shares
being registered is estimated solely for the purpose of determining the
registration fee, based upon the average of the high and low sales prices per
share of the Registrant's class A common stock ($28.82 per share), as reported
on the New York Stock Exchange on October 27, 2004, which is within five
business days prior to the date of filing of this Registration Statement.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

         The documents containing the information specified in Item 1 of Part I
of this Registration Statement will be sent or given to participants who receive
awards under the Capital Trust, Inc. 2004 Long-Term Incentive Plan (the "Plan")
and are not being filed with, or included in, this Registration Statement in
accordance with Rule 428 under the Securities Act.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents containing the information specified in Item 2 of Part I
of this Registration Statement will be sent or given free of charge to
participants who receive awards under the Plan and are not being filed with, or
included in, this Registration Statement in accordance with Rule 428 under the
Securities Act.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which have been heretofore filed with the
Commission by Capital Trust, Inc. (the "Registrant"), are incorporated by
reference in this Registration Statement:

         (i)      the Registrant's annual report on Form 10-K for the fiscal
                  year ended December 31, 2003, as filed with the Commission on
                  March 3, 2004, as amended by the amended annual report on Form
                  10-K/A, as filed with the Commission on April 29, 2004,
                  respectively (SEC File No. 001-14788);

         (ii)     the Registrant's quarterly report on Form 10-Q for the quarter
                  ended March 31, 2004, as filed with the Commission on May 12,
                  2004 (SEC File No. 001-14788);


                                       2
<PAGE>


         (iii)    the Registrant's quarterly report on Form 10-Q for the quarter
                  ended June 30, 2004, as filed with the Commission on August
                  16, 2004 (SEC File No. 001-14788);

         (iv)     the Registrant's current reports on Form 8-K, as filed with
                  the Commission on March 9, 2004, March 10, 2004, March 16,
                  2004, May 11, 2004, May 17, 2004, May 27, 2004, June 14, 2004,
                  June 21, 2004, July 21, 2004, July 23, 2004, July 29, 2004 and
                  August 19, 2004 (SEC File No. 001-14788); and

         (v)      the description of the Registrant's class A common stock
                  contained in the Registrant's current report on Form 8-K, as
                  filed with the Commission on July 10, 2003 (SEC File No.
                  001-14788), including any amendment or report filed for the
                  purpose of updating that description.

         The  information  incorporated by reference is considered to be part of
this  Registration  Statement,  and information  that the Registrant files later
with the Commission will  automatically  update and supersede this  information.
All documents the Registrant  subsequently files with the Commission pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.

         Notwithstanding the foregoing,  information furnished under Items 9 and
12 of the  Registrant's  current  reports  on Form 8-K,  including  the  related
exhibits, is not incorporated by reference in this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Maryland law permits a Maryland corporation to include in its charter a
provision   limiting  the  liability  of  its  directors  and  officers  to  the
corporation  and  its  shareholders  for  money  damages  except  for  liability
resulting  from (a) actual  receipt of an  improper  benefit or profit in money,
property or services, or (b) active and deliberate  dishonesty  established by a
final  judgment and which is material to the cause of action.  The  Registrant's
charter  contains  such a provision  eliminating  such  liability to the maximum
extent permitted under Maryland law.

         The  Registrant's  charter  authorizes the  Registrant,  to the maximum
extent permitted under Maryland law, to obligate itself to indemnify any present
or former  director or officer or any  individual  who,  while a director of the
Registrant and at the request of the Registrant, serves


                                       3
<PAGE>


or has served another  corporation,  real estate investment trust,  partnership,
joint venture,  trust,  employee benefit plan or other enterprise as a director,
officer,  partner or trustee,  from and against any claim or  liability to which
that  person may become  subject or which that person may incur by reason of his
or her status as a present or former  director or officer of the  Registrant and
to pay or  reimburse  such  person's  reasonable  expenses  in  advance of final
disposition of a proceeding. The Registrant's bylaws obligate the Registrant, to
the maximum extent permitted by Maryland law, to indemnify any present or former
director or officer or any  individual  who,  while a director of the Registrant
and at the request of the Registrant,  serves or has served another corporation,
real estate  investment  trust,  partnership,  joint  venture,  trust,  employee
benefit plan or other enterprise as a director,  officer, partner or trustee and
who is made a party to the  proceeding  by reason of his or her  service in that
capacity from and against any claim or liability to which that person may become
subject  or which  that  person  may incur by  reason of his or her  status as a
present or former  director or officer of the Registrant and to pay or reimburse
such  person's  reasonable  expenses  in  advance  of  final  disposition  of  a
proceeding.  The charter and bylaws also permit the  Registrant to indemnify and
advance expenses to any person who served a predecessor of the Registrant in any
of the capacities described above and any employee or agent of the Registrant or
a predecessor of the Registrant.

         Maryland  law  requires  a Maryland  corporation  (unless  its  charter
provides  otherwise,  which the  Registrant's  charter  does not) to indemnify a
director or officer who has been  successful in the defense of any proceeding to
which  he or she is  made a  party  by  reason  of his or her  service  in  that
capacity.  Maryland law permits a Maryland  corporation to indemnify its present
and former directors and officers,  among others, against judgments,  penalties,
fines,  settlements  and  reasonable  expenses  actually  incurred  by  them  in
connection  with any  proceeding  to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the  director  or officer was  material to the matter  giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and  deliberate  dishonesty,  (b) the  director  or  officer  actually
received an improper personal benefit in money,  property or services, or (c) in
the case of any  criminal  proceeding,  the  director or officer had  reasonable
cause to believe that the act or omission was unlawful.  However, under Maryland
law, a Maryland  corporation may not indemnify for an adverse judgment in a suit
by or in the right of the  corporation  or for a judgment  of  liability  on the
basis that personal  benefit was  improperly  received,  unless in either case a
court orders  indemnification and then only for expenses. In addition,  Maryland
law permits a Maryland  corporation to advance reasonable expenses to a director
or officer upon the  corporation's  receipt of (a) a written  affirmation by the
director  or officer of his or her good faith  belief that he or she has met the
standard of conduct necessary for indemnification by the corporation,  and (b) a
written undertaking by such director or officer or on his or her behalf to repay
the amount paid or reimbursed by the corporation if it is ultimately  determined
that the standard of conduct was not met.

         The Registrant  has a  "claims-made"  directors and officers  liability
insurance  policy that  insures the  directors  and  officers of the  Registrant
against loss from claimed  insured  wrongful acts. The policy limit of liability
is  $10,000,000  each policy year and is subject to retentions  for each loss of
$100,000,  or $500,000 with respect to securities laws related  losses,  for the
Registrant.


                                       4
<PAGE>


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

EXHIBIT
NO.        DESCRIPTION

4.1        Charter of Capital Trust, Inc. (filed as Exhibit 3.1.a to the
           Registrant's current report on Form 8-K (SEC File No. 001-14788)
           filed on April 2, 2003 and incorporated herein by reference).

4.2        Amended and Restated By-Laws of Capital Trust, Inc. (filed as Exhibit
           3.2 to the Registrant's current report on Form 8-K (SEC File No.
           001-14788) filed on January 29, 1999 and incorporated herein by
           reference).

4.3        First Amendment to Amended and Restated Bylaws of Capital Trust, Inc.
           (filed as Exhibit 3.2 to the Registrant's quarterly report on Form
           10-Q (SEC File No. 001-14788) filed on August 16, 2004 and
           incorporated herein by reference).

5.1        Opinion of Venable LLP.

23.1       Consent of Ernst & Young LLP, Independent Auditors.

23.2       Consent of Venable LLP (included in Exhibit 5.1).

24.1       Powers of Attorney (included as a part of the signature page of this
           Registration Statement).

99.1       Capital Trust, Inc. 2004 Long-Term Incentive Plan (filed as Exhibit
           10.4 to the Registrant's quarterly report on Form 10-Q (SEC File No.
           001-14788) filed on August 16, 2004 and incorporated herein by
           reference).

ITEM 9. UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                      (i)  To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act;

                      (ii) To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement (or the most recent


                                       5
<PAGE>


                           post-effective amendment thereof) which, individually
                           or in the aggregate,  represent a fundamental  change
                           in the  information  set  forth  in the  Registration
                           Statement.   Notwithstanding   the   foregoing,   any
                           increase or decrease in volume of securities  offered
                           (if the  total  dollar  value of  securities  offered
                           would not exceed that which was  registered)  and any
                           deviation  from the low or high end of the  estimated
                           maximum  offering  range may be reflected in the form
                           of prospectus  filed with the Commission  pursuant to
                           Rule  424(b)  if, in the  aggregate,  the  changes in
                           volume and price  represent no more than a 20% change
                           in the maximum aggregate  offering price set forth in
                           the  "Calculation of  Registration  Fee" table in the
                           effective Registration Statement; and

                      (iii)To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act,  that  are   incorporated  by  reference  in  the
Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) The undersigned  Registrant  hereby  undertakes,  that,  insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities (other than the payment by the Registrant of expenses


                                       6
<PAGE>


incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                       7
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of New York, State of New York, on this 1st day of
November, 2004.



                                            CAPITAL TRUST, INC.


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


                                       8
<PAGE>


                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints John R. Klopp and Brian H. Oswald, and each of them, the true and
lawful attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement (or any
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933) and to cause the same
to be filed, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby granting to said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite or desirable to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
acts and things that said attorneys-in-fact and agents, or either of them, or
their substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>


Signature                               Title                                             Date
---------                               -----                                             ----
<S>                                     <C>                                               <C>

/s/ Samuel Zell                         Chairman of the Board of Directors                November 1, 2004
---------------------------
Samuel Zell

/s/ John R. Klopp                       Director, Chief Executive Officer and             November 1, 2004
---------------------------             President (principal executive officer)
John R. Klopp

/s/ Brian H. Oswald                     Chief Financial Officer (principal financial      November 1, 2004
---------------------------             and accounting officer)
Brian H. Oswald

/s/ Jeffrey A. Altman                   Director                                          November 1, 2004
---------------------------
Jeffrey A. Altman

/s/ Thomas E. Dobrowski                 Director                                          November 1, 2004
---------------------------
Thomas E. Dobrowski

/s/ Martin L. Edelman                   Director                                          November 1, 2004
---------------------------
Martin L. Edelman

/s/ Craig M. Hatkoff                    Director                                          November 1, 2004
---------------------------
Craig M. Hatkoff

/s/ Henry N. Nassau                     Director                                          November 1, 2004
---------------------------
Henry N. Nassau
</TABLE>


                                       9
<PAGE>


<TABLE>
<CAPTION>
<S>                                     <C>                                               <C>

/s/ Joshua A. Polan                     Director                                          November 1, 2004
---------------------------
Joshua A. Polan

/s/ Lynne B. Sagalyn                    Director                                          November 1, 2004
---------------------------
Lynne B. Sagalyn
</TABLE>


                                       10
<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT
NO.        DESCRIPTION

4.1        Charter of Capital Trust, Inc. (filed as Exhibit 3.1.a to the
           Registrant's current report on Form 8-K (SEC File No. 001-14788)
           filed on April 2, 2003 and incorporated herein by reference).

4.2        Amended and Restated By-Laws of Capital Trust, Inc. (filed as Exhibit
           3.2 to the Registrant's current report on Form 8-K (SEC File No.
           001-14788) filed on January 29, 1999 and incorporated herein by
           reference).

4.3        First Amendment to Amended and Restated Bylaws of Capital Trust, Inc.
           (filed as Exhibit 3.2 to the Registrant's quarterly report on Form
           10-Q (SEC File No. 001-14788) filed on August 16, 2004 and
           incorporated herein by reference).

5.1        Opinion of Venable LLP.

23.1       Consent of Ernst & Young LLP, Independent Auditors.

23.2       Consent of Venable LLP (included in Exhibit 5.1).

24.1       Powers of Attorney (included as a part of the signature page of this
           Registration Statement).

99.1       Capital Trust, Inc. 2004 Long-Term Incentive Plan (filed as Exhibit
           10.4 to the Registrant's quarterly report on Form 10-Q (SEC File No.
           001-14788) filed on August 16, 2004 and incorporated herein by
           reference).
[{"type": "S-8", "sequence": "1", "filename": "cts8.txt", "secsgml_size_bytes": 25244}]
{"company-data": {"conformed-name": "CAPITAL TRUST INC", "cik": "0001061630", "assigned-sic": "6798", "irs-number": "946181186", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120145", "film-number": "041110780"}, "business-address": {"street1": "410 PARK AVENUE", "street2": "14TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2126550220"}, "mail-address": {"street1": "PAUL, HASTINGS, JANOFSKY & WALKER LLP", "street2": "75 E 55TH ST", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
As filed with the Securities and Exchange Commission on November 1, 2004.
                              Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         FORM S-8 REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                               CAPITAL TRUST, INC.
               (Exact name of issuer as specified in its charter)

         Maryland                                           94-6181186
(State of Incorporation)                    (IRS Employer Identification Number)

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

                               CAPITAL TRUST, INC.
                          2004 LONG-TERM INCENTIVE PLAN
                            (Full title of the Plan)

                                  John R. Klopp
                             Chief Executive Officer
                               Capital Trust, Inc.
                           410 Park Avenue, 14th Floor
                               New York, NY 10022
                                 (212) 655-0220
            (Name, address and telephone number of agent for service)

                                    copy to:
                            Michael L. Zuppone, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                               75 East 55th Street
                               New York, NY 10022
                                 (212) 318-6000
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

    Title of Securities to be        Amount to be           Proposed Maximum               Proposed Maximum           Amount of
            registered              registered (1)     Offering Price Per Unit (2)     Aggregate Offering Price     Registration Fee
class A common stock, par value      1,000,000                 $28.82                        $28,820,000                $3,651.49
$0.01 per share
(1) Registered  herein are 1,000,000 shares of the  Registrant's  class A common
stock,  par value  $0.01 per share,  of which  218,818  shares of class A common
stock are  subject  to an  outstanding  restricted  share  award that was issued
pursuant to the  Registrant's  2004 Long-Term  Incentive Plan, and the remaining
781,182  shares of class A common  stock which may be issued  pursuant to future
awards under such plan. Also registered  hereunder are such additional number of
shares of class A common stock, presently indeterminable, as may be necessary to
satisfy the
anti-dilution  provisions  of the  plan to  which  this  Registration  Statement
relates in accordance with Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act").

(2) Calculated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act, the proposed maximum offering price per share of the shares
being registered is estimated solely for the purpose of determining the
registration fee, based upon the average of the high and low sales prices per
share of the Registrant's class A common stock ($28.82 per share), as reported
on the New York Stock Exchange on October 27, 2004, which is within five
business days prior to the date of filing of this Registration Statement.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

         The documents containing the information specified in Item 1 of Part I
of this Registration Statement will be sent or given to participants who receive
awards under the Capital Trust, Inc. 2004 Long-Term Incentive Plan (the "Plan")
and are not being filed with, or included in, this Registration Statement in
accordance with Rule 428 under the Securities Act.

ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents containing the information specified in Item 2 of Part I
of this Registration Statement will be sent or given free of charge to
participants who receive awards under the Plan and are not being filed with, or
included in, this Registration Statement in accordance with Rule 428 under the
Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which have been heretofore filed with the
Commission by Capital Trust, Inc. (the "Registrant"), are incorporated by
reference in this Registration Statement:

         (i)      the Registrant's annual report on Form 10-K for the fiscal
                  year ended December 31, 2003, as filed with the Commission on
                  March 3, 2004, as amended by the amended annual report on Form
                  10-K/A, as filed with the Commission on April 29, 2004,
                  respectively (SEC File No. 001-14788);

         (ii)     the Registrant's quarterly report on Form 10-Q for the quarter
                  ended March 31, 2004, as filed with the Commission on May 12,
                  2004 (SEC File No. 001-14788);

                                       2
(iii)    the Registrant's quarterly report on Form 10-Q for the quarter
                  ended June 30, 2004, as filed with the Commission on August
                  16, 2004 (SEC File No. 001-14788);

         (iv)     the Registrant's current reports on Form 8-K, as filed with
                  the Commission on March 9, 2004, March 10, 2004, March 16,
                  2004, May 11, 2004, May 17, 2004, May 27, 2004, June 14, 2004,
                  June 21, 2004, July 21, 2004, July 23, 2004, July 29, 2004 and
                  August 19, 2004 (SEC File No. 001-14788); and

         (v)      the description of the Registrant's class A common stock
                  contained in the Registrant's current report on Form 8-K, as
                  filed with the Commission on July 10, 2003 (SEC File No.
                  001-14788), including any amendment or report filed for the
                  purpose of updating that description.

         The  information  incorporated by reference is considered to be part of
this  Registration  Statement,  and information  that the Registrant files later
with the Commission will  automatically  update and supersede this  information.
All documents the Registrant  subsequently files with the Commission pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.

         Notwithstanding the foregoing,  information furnished under Items 9 and
12 of the  Registrant's  current  reports  on Form 8-K,  including  the  related
exhibits, is not incorporated by reference in this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Maryland law permits a Maryland corporation to include in its charter a
provision   limiting  the  liability  of  its  directors  and  officers  to  the
corporation  and  its  shareholders  for  money  damages  except  for  liability
resulting  from (a) actual  receipt of an  improper  benefit or profit in money,
property or services, or (b) active and deliberate  dishonesty  established by a
final  judgment and which is material to the cause of action.  The  Registrant's
charter  contains  such a provision  eliminating  such  liability to the maximum
extent permitted under Maryland law.

         The  Registrant's  charter  authorizes the  Registrant,  to the maximum
extent permitted under Maryland law, to obligate itself to indemnify any present
or former  director or officer or any  individual  who,  while a director of the
Registrant and at the request of the Registrant, serves

                                       3
or has served another  corporation,  real estate investment trust,  partnership,
joint venture,  trust,  employee benefit plan or other enterprise as a director,
officer,  partner or trustee,  from and against any claim or  liability to which
that  person may become  subject or which that person may incur by reason of his
or her status as a present or former  director or officer of the  Registrant and
to pay or  reimburse  such  person's  reasonable  expenses  in  advance of final
disposition of a proceeding. The Registrant's bylaws obligate the Registrant, to
the maximum extent permitted by Maryland law, to indemnify any present or former
director or officer or any  individual  who,  while a director of the Registrant
and at the request of the Registrant,  serves or has served another corporation,
real estate  investment  trust,  partnership,  joint  venture,  trust,  employee
benefit plan or other enterprise as a director,  officer, partner or trustee and
who is made a party to the  proceeding  by reason of his or her  service in that
capacity from and against any claim or liability to which that person may become
subject  or which  that  person  may incur by  reason of his or her  status as a
present or former  director or officer of the Registrant and to pay or reimburse
such  person's  reasonable  expenses  in  advance  of  final  disposition  of  a
proceeding.  The charter and bylaws also permit the  Registrant to indemnify and
advance expenses to any person who served a predecessor of the Registrant in any
of the capacities described above and any employee or agent of the Registrant or
a predecessor of the Registrant.

         Maryland  law  requires  a Maryland  corporation  (unless  its  charter
provides  otherwise,  which the  Registrant's  charter  does not) to indemnify a
director or officer who has been  successful in the defense of any proceeding to
which  he or she is  made a  party  by  reason  of his or her  service  in  that
capacity.  Maryland law permits a Maryland  corporation to indemnify its present
and former directors and officers,  among others, against judgments,  penalties,
fines,  settlements  and  reasonable  expenses  actually  incurred  by  them  in
connection  with any  proceeding  to which they may be made a party by reason of
their service in those or other capacities unless it is established that (a) the
act or omission of the  director  or officer was  material to the matter  giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result
of active and  deliberate  dishonesty,  (b) the  director  or  officer  actually
received an improper personal benefit in money,  property or services, or (c) in
the case of any  criminal  proceeding,  the  director or officer had  reasonable
cause to believe that the act or omission was unlawful.  However, under Maryland
law, a Maryland  corporation may not indemnify for an adverse judgment in a suit
by or in the right of the  corporation  or for a judgment  of  liability  on the
basis that personal  benefit was  improperly  received,  unless in either case a
court orders  indemnification and then only for expenses. In addition,  Maryland
law permits a Maryland  corporation to advance reasonable expenses to a director
or officer upon the  corporation's  receipt of (a) a written  affirmation by the
director  or officer of his or her good faith  belief that he or she has met the
standard of conduct necessary for indemnification by the corporation,  and (b) a
written undertaking by such director or officer or on his or her behalf to repay
the amount paid or reimbursed by the corporation if it is ultimately  determined
that the standard of conduct was not met.

         The Registrant  has a  "claims-made"  directors and officers  liability
insurance  policy that  insures the  directors  and  officers of the  Registrant
against loss from claimed  insured  wrongful acts. The policy limit of liability
is  $10,000,000  each policy year and is subject to retentions  for each loss of
$100,000,  or $500,000 with respect to securities laws related  losses,  for the
Registrant.

                                       4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8. EXHIBITS

EXHIBIT
NO.        DESCRIPTION

4.1        Charter of Capital Trust, Inc. (filed as Exhibit 3.1.a to the
           Registrant's current report on Form 8-K (SEC File No. 001-14788)
           filed on April 2, 2003 and incorporated herein by reference).

4.2        Amended and Restated By-Laws of Capital Trust, Inc. (filed as Exhibit
           3.2 to the Registrant's current report on Form 8-K (SEC File No.
           001-14788) filed on January 29, 1999 and incorporated herein by
           reference).

4.3        First Amendment to Amended and Restated Bylaws of Capital Trust, Inc.
           (filed as Exhibit 3.2 to the Registrant's quarterly report on Form
           10-Q (SEC File No. 001-14788) filed on August 16, 2004 and
           incorporated herein by reference).

5.1        Opinion of Venable LLP.

23.1       Consent of Ernst & Young LLP, Independent Auditors.

23.2       Consent of Venable LLP (included in Exhibit 5.1).

24.1       Powers of Attorney (included as a part of the signature page of this
           Registration Statement).

99.1       Capital Trust, Inc. 2004 Long-Term Incentive Plan (filed as Exhibit
           10.4 to the Registrant's quarterly report on Form 10-Q (SEC File No.
           001-14788) filed on August 16, 2004 and incorporated herein by
           reference).

ITEM 9. UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                      (i)  To  include  any   prospectus   required  by  Section
                           10(a)(3) of the Securities Act;

                      (ii) To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement (or the most recent

                                       5
post-effective amendment thereof) which, individually
                           or in the aggregate,  represent a fundamental  change
                           in the  information  set  forth  in the  Registration
                           Statement.   Notwithstanding   the   foregoing,   any
                           increase or decrease in volume of securities  offered
                           (if the  total  dollar  value of  securities  offered
                           would not exceed that which was  registered)  and any
                           deviation  from the low or high end of the  estimated
                           maximum  offering  range may be reflected in the form
                           of prospectus  filed with the Commission  pursuant to
                           Rule  424(b)  if, in the  aggregate,  the  changes in
                           volume and price  represent no more than a 20% change
                           in the maximum aggregate  offering price set forth in
                           the  "Calculation of  Registration  Fee" table in the
                           effective Registration Statement; and

                      (iii)To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act,  that  are   incorporated  by  reference  in  the
Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) The undersigned  Registrant  hereby  undertakes,  that,  insofar as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities (other than the payment by the Registrant of expenses

                                       6
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       7
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of New York, State of New York, on this 1st day of
November, 2004.

                                            CAPITAL TRUST, INC.

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

                                       8
POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints John R. Klopp and Brian H. Oswald, and each of them, the true and
lawful attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement (or any
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933) and to cause the same
to be filed, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby granting to said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing whatsoever requisite or desirable to be
done in and about the premises, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
acts and things that said attorneys-in-fact and agents, or either of them, or
their substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                               Title                                             Date
---------                               -----                                             ----
/s/ Samuel Zell                         Chairman of the Board of Directors                November 1, 2004
---------------------------
Samuel Zell

/s/ John R. Klopp                       Director, Chief Executive Officer and             November 1, 2004
---------------------------             President (principal executive officer)
John R. Klopp

/s/ Brian H. Oswald                     Chief Financial Officer (principal financial      November 1, 2004
---------------------------             and accounting officer)
Brian H. Oswald

/s/ Jeffrey A. Altman                   Director                                          November 1, 2004
---------------------------
Jeffrey A. Altman

/s/ Thomas E. Dobrowski                 Director                                          November 1, 2004
---------------------------
Thomas E. Dobrowski

/s/ Martin L. Edelman                   Director                                          November 1, 2004
---------------------------
Martin L. Edelman

/s/ Craig M. Hatkoff                    Director                                          November 1, 2004
---------------------------
Craig M. Hatkoff

/s/ Henry N. Nassau                     Director                                          November 1, 2004
---------------------------
Henry N. Nassau
9
/s/ Joshua A. Polan                     Director                                          November 1, 2004
---------------------------
Joshua A. Polan

/s/ Lynne B. Sagalyn                    Director                                          November 1, 2004
---------------------------
Lynne B. Sagalyn
10
INDEX TO EXHIBITS

EXHIBIT
NO.        DESCRIPTION

4.1        Charter of Capital Trust, Inc. (filed as Exhibit 3.1.a to the
           Registrant's current report on Form 8-K (SEC File No. 001-14788)
           filed on April 2, 2003 and incorporated herein by reference).

4.2        Amended and Restated By-Laws of Capital Trust, Inc. (filed as Exhibit
           3.2 to the Registrant's current report on Form 8-K (SEC File No.
           001-14788) filed on January 29, 1999 and incorporated herein by
           reference).

4.3        First Amendment to Amended and Restated Bylaws of Capital Trust, Inc.
           (filed as Exhibit 3.2 to the Registrant's quarterly report on Form
           10-Q (SEC File No. 001-14788) filed on August 16, 2004 and
           incorporated herein by reference).

5.1        Opinion of Venable LLP.

23.1       Consent of Ernst & Young LLP, Independent Auditors.

23.2       Consent of Venable LLP (included in Exhibit 5.1).

24.1       Powers of Attorney (included as a part of the signature page of this
           Registration Statement).

99.1       Capital Trust, Inc. 2004 Long-Term Incentive Plan (filed as Exhibit
           10.4 to the Registrant's quarterly report on Form 10-Q (SEC File No.
           001-14788) filed on August 16, 2004 and incorporated herein by
           reference).