As filed with the Securities and Exchange Commission on February 22, 1999

                                                      Registration No.          

                                  UNITED STATES
                       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 registrant as specified in its charter)

               Maryland                                        94-6181186
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                         Identification No.)
     605 Third Avenue, 26th Floor                                 10016
           New York, New York                                   (Zip Code)
 (Address of Principal Executive Offices)

              Capital Trust, Inc. 1998 Employee Stock Purchase Plan
          Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan and
                  Capital Trust, Inc. Stock Purchase Loan Plan
                            (Full title of the plans)

                                  John R. Klopp
                                 Vice Chairman,
                      Chief Executive Officer and President
                          605 Third Avenue, 26th Floor
                            New York, New York 10016
                     (Name and address of agent for service)

                                 (212) 655-0220
          (Telephone Number, Including Area Code, of Agent for Service)
                                 ---------------



<TABLE>
<CAPTION>

                         Calculation of Registration Fee
================================================================================
                                                            Proposed maximum                                           
                                           Amount to be    offering price per       Proposed maximum                Amount of
   Title of securities to be registered     registered         share(1)           aggregate offering price(1)     registration fee
--------------------------------------------------------------------------------
<S>                                        <C>             <C>                    <C>                             <C>
Class A Common Stock, $.01 par value       1,500,000             $5.375                  $8,062,500                     $2,241.38
--------------------------------------------------------------------------------
Total
================================================================================
</TABLE>

(1)   Estimated solely for purposes of calculating the registration fee in
      accordance with paragraphs (c) and (h)(1) of Rule 457 of the Securities
      Act of 1933, as amended (the "Securities Act"), based upon the average of
      the high and low prices per share of the Class A Common Stock as reported
      on The New York Stock Exchange on February 18, 1999.

805035.4


<PAGE>



                                EXPLANATORY NOTE

           This   Registration   Statement  on  Form  S-8  (this   "Registration
Statement") is being filed by Capital Trust,  Inc., a Maryland  corporation (the
"Registrant"),  which is the successor to Capital Trust,  a California  business
trust (the  "Predecessor"),  following  the Mergers  (as  defined and  described
below) which were  undertaken to effect the  reorganization  of the  Predecessor
into a  Maryland  corporation  ("Reorganization").  Prior  to the  Mergers,  the
Registrant  had  engaged  in no  activities  other than  those  incident  to the
Reorganization.

           Pursuant to an agreement and plan of merger, dated as of November 12,
1998  (the  "Merger  Agreement"),  among the  Registrant,  the  Predecessor  and
Captrust Limited Partnership,  a Maryland limited partnership ("CTLP"),  and the
transactions  contemplated  thereby,  (i) the  Predecessor  merged with and into
CTLP,  with CTLP  continuing as the surviving  entity,  and CTLP merged with and
into the Registrant, with the Registrant continuing as the surviving corporation
(the  "Mergers");  (ii)  each  outstanding  class A common  share of  beneficial
interest,  par  value  $1.00  per  share  ("Class  A  Common  Share"),  and each
outstanding  class A 9.5% cumulative  convertible  preferred share of beneficial
interest,  par value  $1.00 per share,  in the  Company,  were  converted  into,
respectively,  one  share of class A common  stock,  par  value  $.01 per  share
("Class A Common Stock"),  and one share of class A 9.5% cumulative  convertible
preferred  stock,  par value $.01 per share ("Class A Preferred  Stock),  of the
Registrant;  and (iii) the  Registrant  assumed all  outstanding  obligations to
issue Class A Common  Stock under the Plans (as  defined and  described  below).
Upon  consummation  of the  Mergers,  the entire  class of Class A Common  Stock
became registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in accordance with Rule 12g-3(a) thereunder.  Such
registration  was  implemented  by the  Commission's  acceptance  for  filing on
January 29, 1999 of the Registrant's Form 8-K Current Report,  dated January 28,
1999, and the continuation of the  Predecessor's  file number (File No. 1- 8063)
pursuant to the  telephonic  interpretation  of the staff of the  Commission set
forth  on  page  177  of  the  Division  of  Corporation   Finance's  Manual  of
Publicly-Available Telephone Interpretations (July 1997).

           The  Merger  Agreement  was  approved  by  the  shareholders  of  the
Predecessor at its 1998 annual meeting of  shareholders  (the "Annual  Meeting")
for which proxies were  solicited  pursuant to proxy  material  contained in the
Registrant's  Registration  Statement on Form S-4 (File No. 333-52619) which was
declared  effective on December 24,  1998;  such proxy  material is deemed filed
pursuant to Regulation 14A under the Exchange Act in accordance with Instruction
E. to Form S-4.

           Upon  consummation  of  the  Mergers,   the  Registrant  assumed  the
following  plans  and all  outstanding  obligations  to issue  shares of Class A
Common  Stock  thereunder:  (i) the  Capital  Trust  amended and  restated  1997
long-term incentive share plan, (ii) the Capital Trust amended and restated 1997
non-employee  trustee share plan,  (iii) the Capital  Trust 1998 employee  share
purchase  plan  ("Employee   Purchase  Plan"),   (iv)  the  Capital  Trust  1998
non-employee  share purchase plan  ("Non-Employee  Purchase Plan"),  and (v) the
Capital Trust share purchase loan plan ("Purchase Loan Plan") (collectively, the
"Plans").  Shares of Registrant's  Class A Common Stock will be used to fund the
Plans.

           After  consummation of the Mergers,  the Employee  Purchase Plan, the
Non-Employee  Purchase Plan and the Purchase Loan Plan were amended effective as
of January 28,  1998 to change all  references  to  "Capital  Trust" to "Capital
Trust, Inc." and made additional  technical revisions that reflect the different
capital and governance structure of the Registrant.


805035.4
                                       -2-

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

           The documents containing the information  specified in this Item will
be sent or given to participants in the Capital Trust,  Inc. 1998 Employee Stock
Purchase Plan, the Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan and
the  Capital  Trust,  Inc.  Stock  Purchase  Loan Plan in  accordance  with Rule
428(b)(1)  under  the  Securities  Act.  In  accordance  with  Rule  428 and the
requirements of Part I of Form S-8, such documents are not being filed either as
part of this Registration  Statement on Form S-8 (the "Registration  Statement")
or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424 under the
Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information

           The documents containing the information  specified in this Item will
be sent or given to  participants  in the Plans. In accordance with Rule 428 and
the  requirements  of Part I of Form S-8,  such  documents  are not being  filed
either as part of the  Registration  Statement or as  prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

           The following  documents  filed with the Commission by the Registrant
or the Predecessor are incorporated by reference:

      (a) The  Predecessor's  Annual  Report  on Form  10-K for the  year  ended
December 31, 1997 (File No.  1-8063),  as filed with the  Commission on February
26,  1998,  as  amended  by Annual  Report  on Form  10-K/A,  as filed  with the
Commission  on April 30,  1998,  as  further  amended  by Annual  Report on Form
10-K/A,  as filed with the Commission on August 17, 1998, as further  amended by
Annual Report on Form 10-K/A,  as filed with the Commission on October 23, 1998,
and as  further  amended  by Annual  Report on Form  10-K/A,  as filed  with the
Commission on December 11, 1998.

      (b) (i) The  Predecessor's  Quarterly  Report on Form 10-Q for the quarter
ended March 31, 1998 (File No. 1-8063),  as filed with the Commission on May 14,
1998,  as  amended  by  Quarterly  Report  on Form  10-Q/A,  as  filed  with the
Commission  on August 14, 1998, as further  amended by Quarterly  Report on Form
10-Q/A, as filed with the Commission on October 23, 1998, and as further amended
by Quarterly Report on Form 10-Q/A, as filed with the Commission on December 11,
1998;

           (ii) The Predecessor's  Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998 (File No.  1-8063),  as filed with the  Commission on August
14,  1998,  as amended by  Quarterly  Report on Form  10-Q/A,  as filed with the
Commission on October 23, 1998,  and as further  amended by Quarterly  Report on
Form 10-Q/A, as filed with the Commission on December 11, 1998;

805035.4
                                       -3-

<PAGE>



          (iii) The Predecessor's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 (File No. 1-8063), as filed with the Commission
on November 16, 1998, and as amended by Quarterly Report on Form 10-Q/A, as
filed with the Commission on December 11, 1998;

           (iv) The Predecessor's  Current Report on Form 8-K, dated February 9,
1998 (File No. 1- 8063), as filed with the Commission on February 23, 1998;

           (v) The Predecessor's  Current Report on Form 8-K, dated February 27,
1998 (File No. 1-8063), as filed with the Commission on March 13, 1998;

           (vi) The Predecessor's Current Report on Form 8-K/A, dated January 1,
1998 (File No. 1-8063), as filed with the Commission on March 18, 1998;

           (vii) The  Predecessor's  Current Report on Form 8-K, dated March 12,
1998 (File No. 1- 8063), as filed with the Commission on March 19, 1998;

           (vii) The  Predecessor's  Current Report on Form 8-K, dated April 21,
1998 (File No. 1- 8063), as filed with the Commission on April 23, 1998;

           (ix) The Predecessor's Current Report on Form 8-K, dated May 14, 1998
(File No. 1- 8063), as filed with the Commission on May 22, 1998;

           (x) The Predecessor's  Current Report on Form 8-K, dated June 2, 1998
(File No. 1-8063), as filed with the Commission on June 12, 1998;

           (xi) The  Predecessor's  Current  Report on Form 8-K,  dated June 16,
1998  (File No. 1- 8063),  as filed with the  Commission  on June 24,  1998,  as
amended  by  Current  Report on Form  8-K/A , as filed  with the  Commission  on
October 19, 1998;

           (xii) The  Predecessor's  Current  Report on Form 8-K, dated June 30,
1998 (File No. 1- 8063), as filed with the Commission on July 13, 1998;

           (xiii) The  Predecessor's  Current Report on Form 8-K, dated July 28,
1998 (File No. 1-8063), as filed with the Commission on August 6, 1998;

           (xiv) The  Predecessor's  Current Report on Form 8-K, dated August 7,
1998 (File No. 1- 8063), as filed with the Commission on August 24, 1998; and

           (xv) The  Registrant's  Current Report on Form 8-K, dated January 28,
1999 (File No. 1- 8063), as filed with the Commission on January 29, 1999.

      (c) The description of the Registrant's  Class A Common Stock contained in
the Registrant's Proxy Statement/Prospectus,  included in Amendment No. 3 to the
Registrant's  Registration  Statement on Form S-4 (File No.  333-52619) as filed
with the Commission on December 16, 1998,  contained under the caption "PROPOSAL
1--APPROVAL OF THE  REORGANIZATION;  Description of Authorized  Stock of the New
Company."

805035.4
                                                                 -4-

<PAGE>



           All  documents  subsequently  filed  by the  Registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be  incorporated  by  reference  herein and to be part hereof from the
date of  filing  of such  documents.  Any  statement  contained  herein  or in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of 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

           The Maryland General  Corporation Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision  limiting the liability of its
directors and officers to the corporation and its stockholders 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 as being  material to the cause of action.  The
charter of the  Registrant  (the  "Charter")  contains  such a  provision  which
eliminates such liability to the maximum extent permitted by Maryland law.

           The  Charter  authorizes  the  Registrant,   to  the  maximum  extent
permitted  by  Maryland  law,  to  obligate  itself to  indemnify  and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former director or officer or (b) 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 any other  enterprise as a director,
officer,  partner or trustee of such corporation,  real estate investment trust,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
from and against any claim or liability to which such person may become  subject
or which  such  person  may incur by reason of his or her status as a present or
former director or officer of the Registrant. The Amended and Restated Bylaws of
the Registrant  (the "Bylaws")  obligate the  Registrant,  to the maximum extent
permitted  by Maryland  law, to  indemnify  and to pay or  reimburse  reasonable
expenses in advance of final  disposition  of a proceeding to (a) any present or
former  director or officer who is made a party to the  proceeding  by reason of
his service in that capacity or (b) 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 any other enterprise as a director, officer, partner or
trustee of such corporation,  real estate investment trust,  partnership,  joint
venture,  trust,  employee  benefit plan or other  enterprise  and who is made a
party to the proceeding by reason of his service in that  capacity.  The Charter
and Bylaws also permit the  Registrant to indemnify and advance  expenses to any
person who served a predecessor of the

805035.4
                                       -5-

<PAGE>



Registrant in any of the capacities described above and to any employee or agent
of the Registrant or a predecessor of the Registrant.

           The  MGCL  requires  a  corporation   (unless  its  charter  provides
otherwise,  which the Charter  does not) to  indemnify a director or officer who
has  been  successful,  on  the  merits  or  otherwise,  in the  defense  of any
proceeding  to  which  he is made a  party  by  reason  of his  service  in that
capacity.  The MGCL permits a  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 the MGCL,  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,  the MGCL permits a
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 good faith  belief  that he has met the  standard of conduct  necessary  for
indemnification  by the corporation  and (b) a written  undertaking by him or on
his behalf to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met.

Item 8.  Exhibits.

           4.1    Capital  Trust,  Inc. 1998 Employee Stock Purchase Plan (filed
                  as Exhibit 10.3 to the Registrant's Current Report on Form 8-K
                  filed on  January  29,  1999  and is  incorporated  herein  by
                  reference).

           4.2    Capital  Trust,  Inc. 1998  Non-Employee  Stock  Purchase Plan
                  (filed as Exhibit 10.4 to the  Registrant's  Current Report on
                  Form 8-K filed on January 29, 1999 and is incorporated  herein
                  by reference).

           4.3    Capital Trust, Inc. Stock Purchase Loan Plan (filed as Exhibit
                  10.5 to the  Registrant's  Current Report on Form 8-K filed on
                  January 29, 1999 and is incorporated herein by reference).

           5.1    Opinion of Ballard  Spahr  Andrews & Ingersoll,  LLP regarding
                  the legality of the securities being registered.

           23.1   Consent of PricewaterhouseCoopers LLP.

           23.2   Consent of Ernst & Young L.L.P.

           23.3   Consent of Ballard Spahr Andrews & Ingersoll,  LLP  (contained
                  in Exhibit 5.1).

           24.1   Power of Attorney (contained in the signature pages hereof).

805035.4
                                       -6-

<PAGE>



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 of 1933;

                (ii) To reflect in the  prospectus  any facts or events  arising
                     after the effective date of the registration  statement (or
                     the most recent  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 the 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 a  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;

                (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  registration  statement  is on  Form  S-3 or  Form  S-8,  and 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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

           (2) That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, 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 this 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.


805035.4
                                       -7-

<PAGE>



      (c)  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 provisions  described  under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed  in the 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  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 Act and
will be governed by the final adjudication of such issue.


805035.4
                                       -8-

<PAGE>



                                   SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933, 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 22nd day of
February, 1999.

                           CAPITAL TRUST, INC.



                           By:  /s/ John R. Klopp                              
                                ------------------------------------------------
                                John R. Klopp
                                Vice Chairman, Chief Executive Officer and
                                President


                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints John R. Klopp and Edward L. Shugrue III
his true and lawful  attorney-in-fact  and agents,  each acting alone, with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any  and  all  capacities,  to  sign  any or all  amendments  to this
Registration Statement,  including  post-effective  amendments,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, and hereby ratifies and confirms
all his said  attorneys-in-fact and agents, each acting alone, or his substitute
or substitutes may lawfully do or cause to be done by virtue thereof.

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
<TABLE>
<CAPTION>


           Name                                     Title                                Date
           ----                                     -----                                ----

<S>                                        <C>                                    <C> 
/s/ John R. Klopp                          Vice Chairman, Chief Executive         February 22, 1999
-------------------------------------
     John R. Klopp                         Officer and President (principal
                                           executive officer); Director

/s/ Edward L. Shugrue III                  Managing Director, Chief               February 22, 1999
----------------------------------
     Edward L. Shugrue III                 Financial Officer and Treasurer
                                           (principal financial officer)
</TABLE>


805035.4
                                       -9-

<PAGE>


<TABLE>
<CAPTION>


           Name                                     Title                                Date
           ----                                     -----                                ----

<S>                                        <C>                                    <C> 

/s/ Samuel Zell                            Chairman of the Board of               February 22, 1999
---------------
    Samuel Zell                            Directors

/s/ Jeffrey A. Altman                      Director                               February 22, 1998
---------------------
    Jeffrey A. Altman

 /s/ Thomas E. Dobrowski                   Director                               February 22, 1999
------------------------
     Thomas E. Dobrowski

/s/ Martin L. Edelman                      Director                               February 22, 1999
---------------------
    Martin L. Edelman

/s/ Gary R. Garrabrant                     Director                               February 22, 1999
----------------------
    Gary R. Garrabrant

/s/ Craig M. Hatkoff                       Director                               February 22, 1999
--------------------
    Craig M. Hatkoff

/s/ Sheli Z. Rosenberg                     Director                               February 22, 1999
----------------------
    Sheli Z. Rosenberg

/s/ Steven Roth                            Director                               February 22, 1999
----------------------
    Steven Roth

/s/ Lynne B. Sagalyn                       Director                               February 22, 1999
----------------------
    Lynne B. Sagalyn

</TABLE>




805035.4
                                      -10-

<PAGE>


                                  EXHIBIT INDEX


Exhibits

4.1                Capital Trust, Inc. 1998 Employee Stock Purchase Plan
                   (filed as Exhibit 10.3 to the Registrant's Current Report on
                   Form 8-K filed on January 29, 1999 and is incorporated
                   herein by reference).

4.2                Capital Trust, Inc. 1998 Non-Employee Stock Purchase
                   Plan (filed as Exhibit 10.4 to the Registrant's Current
                   Report on Form 8-K filed on January 29, 1999 and is
                   incorporated herein by reference).

4.3                Capital Trust, Inc. Stock Purchase Loan Plan (filed as
                   Exhibit 10.5 to the Registrant's Current Report on Form
                   8-K filed on January 29, 1999 and is incorporated herein by
                   reference).

5.1                Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding
                   the legality of the securities being registered.

23.1               Consent of PricewaterhouseCoopers LLP.

23.2               Consent of Ernst & Young L.L.P.

23.3               Consent of Ballard Spahr Andrews & Ingersoll, LLP
                   (contained in Exhibit 5.1).

24.1               Power of Attorney (contained in the signature pages
                   hereof).

805035.4
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 31862}]
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As filed with the Securities and Exchange Commission on February 22, 1999

                                                      Registration No.          

                                  UNITED STATES
                       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 registrant as specified in its charter)

               Maryland                                        94-6181186
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                         Identification No.)
     605 Third Avenue, 26th Floor                                 10016
           New York, New York                                   (Zip Code)
 (Address of Principal Executive Offices)

              Capital Trust, Inc. 1998 Employee Stock Purchase Plan
          Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan and
                  Capital Trust, Inc. Stock Purchase Loan Plan
                            (Full title of the plans)

                                  John R. Klopp
                                 Vice Chairman,
                      Chief Executive Officer and President
                          605 Third Avenue, 26th Floor
                            New York, New York 10016
                     (Name and address of agent for service)

                                 (212) 655-0220
          (Telephone Number, Including Area Code, of Agent for Service)
                                 ---------------
Calculation of Registration Fee
================================================================================
                                                            Proposed maximum                                           
                                           Amount to be    offering price per       Proposed maximum                Amount of
   Title of securities to be registered     registered         share(1)           aggregate offering price(1)     registration fee
--------------------------------------------------------------------------------
Class A Common Stock, $.01 par value       1,500,000             $5.375                  $8,062,500                     $2,241.38
--------------------------------------------------------------------------------
Total
================================================================================
(1)   Estimated solely for purposes of calculating the registration fee in
      accordance with paragraphs (c) and (h)(1) of Rule 457 of the Securities
      Act of 1933, as amended (the "Securities Act"), based upon the average of
      the high and low prices per share of the Class A Common Stock as reported
      on The New York Stock Exchange on February 18, 1999.

805035.4
EXPLANATORY NOTE

           This   Registration   Statement  on  Form  S-8  (this   "Registration
Statement") is being filed by Capital Trust,  Inc., a Maryland  corporation (the
"Registrant"),  which is the successor to Capital Trust,  a California  business
trust (the  "Predecessor"),  following  the Mergers  (as  defined and  described
below) which were  undertaken to effect the  reorganization  of the  Predecessor
into a  Maryland  corporation  ("Reorganization").  Prior  to the  Mergers,  the
Registrant  had  engaged  in no  activities  other than  those  incident  to the
Reorganization.

           Pursuant to an agreement and plan of merger, dated as of November 12,
1998  (the  "Merger  Agreement"),  among the  Registrant,  the  Predecessor  and
Captrust Limited Partnership,  a Maryland limited partnership ("CTLP"),  and the
transactions  contemplated  thereby,  (i) the  Predecessor  merged with and into
CTLP,  with CTLP  continuing as the surviving  entity,  and CTLP merged with and
into the Registrant, with the Registrant continuing as the surviving corporation
(the  "Mergers");  (ii)  each  outstanding  class A common  share of  beneficial
interest,  par  value  $1.00  per  share  ("Class  A  Common  Share"),  and each
outstanding  class A 9.5% cumulative  convertible  preferred share of beneficial
interest,  par value  $1.00 per share,  in the  Company,  were  converted  into,
respectively,  one  share of class A common  stock,  par  value  $.01 per  share
("Class A Common Stock"),  and one share of class A 9.5% cumulative  convertible
preferred  stock,  par value $.01 per share ("Class A Preferred  Stock),  of the
Registrant;  and (iii) the  Registrant  assumed all  outstanding  obligations to
issue Class A Common  Stock under the Plans (as  defined and  described  below).
Upon  consummation  of the  Mergers,  the entire  class of Class A Common  Stock
became registered under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), in accordance with Rule 12g-3(a) thereunder.  Such
registration  was  implemented  by the  Commission's  acceptance  for  filing on
January 29, 1999 of the Registrant's Form 8-K Current Report,  dated January 28,
1999, and the continuation of the  Predecessor's  file number (File No. 1- 8063)
pursuant to the  telephonic  interpretation  of the staff of the  Commission set
forth  on  page  177  of  the  Division  of  Corporation   Finance's  Manual  of
Publicly-Available Telephone Interpretations (July 1997).

           The  Merger  Agreement  was  approved  by  the  shareholders  of  the
Predecessor at its 1998 annual meeting of  shareholders  (the "Annual  Meeting")
for which proxies were  solicited  pursuant to proxy  material  contained in the
Registrant's  Registration  Statement on Form S-4 (File No. 333-52619) which was
declared  effective on December 24,  1998;  such proxy  material is deemed filed
pursuant to Regulation 14A under the Exchange Act in accordance with Instruction
E. to Form S-4.

           Upon  consummation  of  the  Mergers,   the  Registrant  assumed  the
following  plans  and all  outstanding  obligations  to issue  shares of Class A
Common  Stock  thereunder:  (i) the  Capital  Trust  amended and  restated  1997
long-term incentive share plan, (ii) the Capital Trust amended and restated 1997
non-employee  trustee share plan,  (iii) the Capital  Trust 1998 employee  share
purchase  plan  ("Employee   Purchase  Plan"),   (iv)  the  Capital  Trust  1998
non-employee  share purchase plan  ("Non-Employee  Purchase Plan"),  and (v) the
Capital Trust share purchase loan plan ("Purchase Loan Plan") (collectively, the
"Plans").  Shares of Registrant's  Class A Common Stock will be used to fund the
Plans.

           After  consummation of the Mergers,  the Employee  Purchase Plan, the
Non-Employee  Purchase Plan and the Purchase Loan Plan were amended effective as
of January 28,  1998 to change all  references  to  "Capital  Trust" to "Capital
Trust, Inc." and made additional  technical revisions that reflect the different
capital and governance structure of the Registrant.

805035.4
                                       -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

           The documents containing the information  specified in this Item will
be sent or given to participants in the Capital Trust,  Inc. 1998 Employee Stock
Purchase Plan, the Capital Trust, Inc. 1998 Non-Employee Stock Purchase Plan and
the  Capital  Trust,  Inc.  Stock  Purchase  Loan Plan in  accordance  with Rule
428(b)(1)  under  the  Securities  Act.  In  accordance  with  Rule  428 and the
requirements of Part I of Form S-8, such documents are not being filed either as
part of this Registration  Statement on Form S-8 (the "Registration  Statement")
or as  prospectuses  or  prospectus  supplements  pursuant to Rule 424 under the
Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information

           The documents containing the information  specified in this Item will
be sent or given to  participants  in the Plans. In accordance with Rule 428 and
the  requirements  of Part I of Form S-8,  such  documents  are not being  filed
either as part of the  Registration  Statement or as  prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

           The following  documents  filed with the Commission by the Registrant
or the Predecessor are incorporated by reference:

      (a) The  Predecessor's  Annual  Report  on Form  10-K for the  year  ended
December 31, 1997 (File No.  1-8063),  as filed with the  Commission on February
26,  1998,  as  amended  by Annual  Report  on Form  10-K/A,  as filed  with the
Commission  on April 30,  1998,  as  further  amended  by Annual  Report on Form
10-K/A,  as filed with the Commission on August 17, 1998, as further  amended by
Annual Report on Form 10-K/A,  as filed with the Commission on October 23, 1998,
and as  further  amended  by Annual  Report on Form  10-K/A,  as filed  with the
Commission on December 11, 1998.

      (b) (i) The  Predecessor's  Quarterly  Report on Form 10-Q for the quarter
ended March 31, 1998 (File No. 1-8063),  as filed with the Commission on May 14,
1998,  as  amended  by  Quarterly  Report  on Form  10-Q/A,  as  filed  with the
Commission  on August 14, 1998, as further  amended by Quarterly  Report on Form
10-Q/A, as filed with the Commission on October 23, 1998, and as further amended
by Quarterly Report on Form 10-Q/A, as filed with the Commission on December 11,
1998;

           (ii) The Predecessor's  Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998 (File No.  1-8063),  as filed with the  Commission on August
14,  1998,  as amended by  Quarterly  Report on Form  10-Q/A,  as filed with the
Commission on October 23, 1998,  and as further  amended by Quarterly  Report on
Form 10-Q/A, as filed with the Commission on December 11, 1998;

805035.4
                                       -3-
(iii) The Predecessor's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 (File No. 1-8063), as filed with the Commission
on November 16, 1998, and as amended by Quarterly Report on Form 10-Q/A, as
filed with the Commission on December 11, 1998;

           (iv) The Predecessor's  Current Report on Form 8-K, dated February 9,
1998 (File No. 1- 8063), as filed with the Commission on February 23, 1998;

           (v) The Predecessor's  Current Report on Form 8-K, dated February 27,
1998 (File No. 1-8063), as filed with the Commission on March 13, 1998;

           (vi) The Predecessor's Current Report on Form 8-K/A, dated January 1,
1998 (File No. 1-8063), as filed with the Commission on March 18, 1998;

           (vii) The  Predecessor's  Current Report on Form 8-K, dated March 12,
1998 (File No. 1- 8063), as filed with the Commission on March 19, 1998;

           (vii) The  Predecessor's  Current Report on Form 8-K, dated April 21,
1998 (File No. 1- 8063), as filed with the Commission on April 23, 1998;

           (ix) The Predecessor's Current Report on Form 8-K, dated May 14, 1998
(File No. 1- 8063), as filed with the Commission on May 22, 1998;

           (x) The Predecessor's  Current Report on Form 8-K, dated June 2, 1998
(File No. 1-8063), as filed with the Commission on June 12, 1998;

           (xi) The  Predecessor's  Current  Report on Form 8-K,  dated June 16,
1998  (File No. 1- 8063),  as filed with the  Commission  on June 24,  1998,  as
amended  by  Current  Report on Form  8-K/A , as filed  with the  Commission  on
October 19, 1998;

           (xii) The  Predecessor's  Current  Report on Form 8-K, dated June 30,
1998 (File No. 1- 8063), as filed with the Commission on July 13, 1998;

           (xiii) The  Predecessor's  Current Report on Form 8-K, dated July 28,
1998 (File No. 1-8063), as filed with the Commission on August 6, 1998;

           (xiv) The  Predecessor's  Current Report on Form 8-K, dated August 7,
1998 (File No. 1- 8063), as filed with the Commission on August 24, 1998; and

           (xv) The  Registrant's  Current Report on Form 8-K, dated January 28,
1999 (File No. 1- 8063), as filed with the Commission on January 29, 1999.

      (c) The description of the Registrant's  Class A Common Stock contained in
the Registrant's Proxy Statement/Prospectus,  included in Amendment No. 3 to the
Registrant's  Registration  Statement on Form S-4 (File No.  333-52619) as filed
with the Commission on December 16, 1998,  contained under the caption "PROPOSAL
1--APPROVAL OF THE  REORGANIZATION;  Description of Authorized  Stock of the New
Company."

805035.4
                                                                 -4-
All  documents  subsequently  filed  by the  Registrant  pursuant  to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be  incorporated  by  reference  herein and to be part hereof from the
date of  filing  of such  documents.  Any  statement  contained  herein  or in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of 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

           The Maryland General  Corporation Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision  limiting the liability of its
directors and officers to the corporation and its stockholders 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 as being  material to the cause of action.  The
charter of the  Registrant  (the  "Charter")  contains  such a  provision  which
eliminates such liability to the maximum extent permitted by Maryland law.

           The  Charter  authorizes  the  Registrant,   to  the  maximum  extent
permitted  by  Maryland  law,  to  obligate  itself to  indemnify  and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former director or officer or (b) 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 any other  enterprise as a director,
officer,  partner or trustee of such corporation,  real estate investment trust,
partnership,  joint venture,  trust,  employee  benefit plan or other enterprise
from and against any claim or liability to which such person may become  subject
or which  such  person  may incur by reason of his or her status as a present or
former director or officer of the Registrant. The Amended and Restated Bylaws of
the Registrant  (the "Bylaws")  obligate the  Registrant,  to the maximum extent
permitted  by Maryland  law, to  indemnify  and to pay or  reimburse  reasonable
expenses in advance of final  disposition  of a proceeding to (a) any present or
former  director or officer who is made a party to the  proceeding  by reason of
his service in that capacity or (b) 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 any other enterprise as a director, officer, partner or
trustee of such corporation,  real estate investment trust,  partnership,  joint
venture,  trust,  employee  benefit plan or other  enterprise  and who is made a
party to the proceeding by reason of his service in that  capacity.  The Charter
and Bylaws also permit the  Registrant to indemnify and advance  expenses to any
person who served a predecessor of the

805035.4
                                       -5-
Registrant in any of the capacities described above and to any employee or agent
of the Registrant or a predecessor of the Registrant.

           The  MGCL  requires  a  corporation   (unless  its  charter  provides
otherwise,  which the Charter  does not) to  indemnify a director or officer who
has  been  successful,  on  the  merits  or  otherwise,  in the  defense  of any
proceeding  to  which  he is made a  party  by  reason  of his  service  in that
capacity.  The MGCL permits a  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 the MGCL,  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,  the MGCL permits a
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 good faith  belief  that he has met the  standard of conduct  necessary  for
indemnification  by the corporation  and (b) a written  undertaking by him or on
his behalf to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met.

Item 8.  Exhibits.

           4.1    Capital  Trust,  Inc. 1998 Employee Stock Purchase Plan (filed
                  as Exhibit 10.3 to the Registrant's Current Report on Form 8-K
                  filed on  January  29,  1999  and is  incorporated  herein  by
                  reference).

           4.2    Capital  Trust,  Inc. 1998  Non-Employee  Stock  Purchase Plan
                  (filed as Exhibit 10.4 to the  Registrant's  Current Report on
                  Form 8-K filed on January 29, 1999 and is incorporated  herein
                  by reference).

           4.3    Capital Trust, Inc. Stock Purchase Loan Plan (filed as Exhibit
                  10.5 to the  Registrant's  Current Report on Form 8-K filed on
                  January 29, 1999 and is incorporated herein by reference).

           5.1    Opinion of Ballard  Spahr  Andrews & Ingersoll,  LLP regarding
                  the legality of the securities being registered.

           23.1   Consent of PricewaterhouseCoopers LLP.

           23.2   Consent of Ernst & Young L.L.P.

           23.3   Consent of Ballard Spahr Andrews & Ingersoll,  LLP  (contained
                  in Exhibit 5.1).

           24.1   Power of Attorney (contained in the signature pages hereof).

805035.4
                                       -6-
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 of 1933;

                (ii) To reflect in the  prospectus  any facts or events  arising
                     after the effective date of the registration  statement (or
                     the most recent  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 the 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 a  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;

                (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  registration  statement  is on  Form  S-3 or  Form  S-8,  and 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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

           (2) That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, 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 this 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.

805035.4
                                       -7-
(c)  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 provisions  described  under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed  in the 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  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 Act and
will be governed by the final adjudication of such issue.

805035.4
                                       -8-
SIGNATURES

                 Pursuant to the requirements of the Securities Act of 1933, 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 22nd day of
February, 1999.

                           CAPITAL TRUST, INC.

                           By:  /s/ John R. Klopp                              
                                ------------------------------------------------
                                John R. Klopp
                                Vice Chairman, Chief Executive Officer and
                                President

                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes  and appoints John R. Klopp and Edward L. Shugrue III
his true and lawful  attorney-in-fact  and agents,  each acting alone, with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any  and  all  capacities,  to  sign  any or all  amendments  to this
Registration Statement,  including  post-effective  amendments,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with   the   Securities   and   Exchange   Commission,    granting   unto   said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, and hereby ratifies and confirms
all his said  attorneys-in-fact and agents, each acting alone, or his substitute
or substitutes may lawfully do or cause to be done by virtue thereof.

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
Name                                     Title                                Date
           ----                                     -----                                ----
/s/ John R. Klopp                          Vice Chairman, Chief Executive         February 22, 1999
-------------------------------------
     John R. Klopp                         Officer and President (principal
                                           executive officer); Director

/s/ Edward L. Shugrue III                  Managing Director, Chief               February 22, 1999
----------------------------------
     Edward L. Shugrue III                 Financial Officer and Treasurer
                                           (principal financial officer)
805035.4
                                       -9-
Name                                     Title                                Date
           ----                                     -----                                ----
/s/ Samuel Zell                            Chairman of the Board of               February 22, 1999
---------------
    Samuel Zell                            Directors

/s/ Jeffrey A. Altman                      Director                               February 22, 1998
---------------------
    Jeffrey A. Altman

 /s/ Thomas E. Dobrowski                   Director                               February 22, 1999
------------------------
     Thomas E. Dobrowski

/s/ Martin L. Edelman                      Director                               February 22, 1999
---------------------
    Martin L. Edelman

/s/ Gary R. Garrabrant                     Director                               February 22, 1999
----------------------
    Gary R. Garrabrant

/s/ Craig M. Hatkoff                       Director                               February 22, 1999
--------------------
    Craig M. Hatkoff

/s/ Sheli Z. Rosenberg                     Director                               February 22, 1999
----------------------
    Sheli Z. Rosenberg

/s/ Steven Roth                            Director                               February 22, 1999
----------------------
    Steven Roth

/s/ Lynne B. Sagalyn                       Director                               February 22, 1999
----------------------
    Lynne B. Sagalyn
805035.4
                                      -10-
EXHIBIT INDEX

Exhibits

4.1                Capital Trust, Inc. 1998 Employee Stock Purchase Plan
                   (filed as Exhibit 10.3 to the Registrant's Current Report on
                   Form 8-K filed on January 29, 1999 and is incorporated
                   herein by reference).

4.2                Capital Trust, Inc. 1998 Non-Employee Stock Purchase
                   Plan (filed as Exhibit 10.4 to the Registrant's Current
                   Report on Form 8-K filed on January 29, 1999 and is
                   incorporated herein by reference).

4.3                Capital Trust, Inc. Stock Purchase Loan Plan (filed as
                   Exhibit 10.5 to the Registrant's Current Report on Form
                   8-K filed on January 29, 1999 and is incorporated herein by
                   reference).

5.1                Opinion of Ballard Spahr Andrews & Ingersoll, LLP regarding
                   the legality of the securities being registered.

23.1               Consent of PricewaterhouseCoopers LLP.

23.2               Consent of Ernst & Young L.L.P.

23.3               Consent of Ballard Spahr Andrews & Ingersoll, LLP
                   (contained in Exhibit 5.1).

24.1               Power of Attorney (contained in the signature pages
                   hereof).

805035.4