UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

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

                                  CAPITAL TRUST
             (Exact name of registrant as specified in its charter)


                 California                              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 1997 Non-Employee Trustee Share Plan and
                Capital Trust 1997 Long-Term Incentive Share Plan
                            (Full title of the plan)

                                  John R. Klopp
                                  Vice Chairman
                           and Chief Executive Officer
                          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
<TABLE>
<CAPTION>
===================================================================================================================================
                                                                   Proposed maximum                                     Amount of
                                                  Amount to be    offering price per        Proposed maximum          registration
     Title of securities to be registered          registered         share(1)         aggregate offering price(1)       fee(1)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>            <C>                      <C>                      <C>
Class A Common Shares of Beneficial Interest,     2,000,000      $12.44                   $24,880,000              $7,539.39
$1.00 Par Value
-----------------------------------------------------------------------------------------------------------------------------------
Total
===================================================================================================================================
</TABLE>

(1)  Pursuant to paragraphs (c) and (h) of Rule 457 of the Securities Act of
     1933, as amended (the "Securities Act"), the proposed maximum offering
     price per share of such Class A Common Shares is estimated solely for the
     purpose of determining the registration fee and is based upon the average
     of the high and low prices per share of the Registrant's Class A Common
     Shares reported on The New York Stock Exchange on November 5, 1997.



<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  employees  or  trustees,  as the  case may be,  who have  been
granted  class A common  shares of  beneficial  interest,  $1.00 par  value,  in
Capital  Trust  ("Class A Common  Shares")  or  instruments  exercisable  for or
convertible  into Class A Common Shares  ("Awards") under the Capital Trust 1997
Long-Term  Incentive  Share  Plan  (the  "Incentive  Share  Plan")  and the 1997
Non-Employee  Trustee Share Plan (the "Trustee Plan" together with the Incentive
Share Plan,  are  collectively  referred to as the  "Plans"),  and are not being
filed  with,  or  included  in,  this  Registration  Statement  on Form S-8 (the
"Registration  Statement") in accordance  with the rules and  regulations of the
Securities and Exchange Commission (the "Commission").

Item 2.  Registration Information and Employee Plan Annual Information

     The documents  containing  the  information  specified in this Item will be
sent or given to employees who have been granted  Awards under the Plans and are
not being filed with, or included in, this Registration  Statement in accordance
with the rules and regulations of the Commission.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

                  The following documents, which have been heretofore filed with
the  Commission  by  Capital  Trust,  a  California  trust  (formerly  known  as
California Real Estate Investment Trust) (the "Registrant"), are incorporated by
reference in this Registration Statement:

                  (a) The Registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1996 (File Number 1-8063),  as filed with the Commission
on April 15, 1997, as amended by the  Registrant's  annual report on Form
10-K/A, as filed with the Commission on June 2, 1997.

                  (b) (i) The Registrant's quarterly report on Form 10-Q for the
fiscal  quarter  ended March 31, 1997,  as filed with the  Commission on May 14,
1997.

                      (ii) The  Registrant's  quarterly  report on Form 10-Q for
     the fiscal  quarter  ended June 30, 1997,  as filed with the  Commission on
     August 14, 1997.

                      (iii) The Registrant's quarterly report on Form 10-Q/A for
     the fiscal  quarter ended March 31, 1997,  as filed with the  Commission on
     October 17, 1997.

                      (iv) The  Registrant's  current  report on Form 8-K, dated
     January 3, 1997, as filed with the Commission on January 21, 1997.


                                       -2-

<PAGE>



                      (v) The  Registrant's  current  report on Form 8-K,  dated
     April 10, 1997, as filed with the Commission on April 16, 1997.

                      (vi) The  Registrant's  current  report on Form 8-K, dated
     February 14, 1997, as filed with the Commission on June 12, 1997.

                      (vii) The  Registrant's  current report on Form 8-K, dated
     June 30, 1997, as filed with the Commission on July 15, 1997.

                      (viii) The Registrant's  current report on Form 8-K, dated
     July 15, 1997, as filed with the Commission on July 30, 1997.

                      (ix) The  Registrant's  current  report on Form 8-K, dated
     August 4, 1997, as filed with the Commission on August 19, 1997.

                      (x) The  Registrant's  current  report on Form 8-K,  dated
     August 13, 1997, as filed with the Commission on August 28, 1997.

                      (xi) The  Registrant's  current  report on Form 8-K, dated
     September 19, 1997, as filed with the Commission on October 3, 1997.

                      (xii) The Registrant's current report on Form 8-K/A, dated
     August 4, 1997, as filed with the Commission on October 17, 1997.

                      (xiii)  The  Registrant's  current  report on Form  8-K/A,
     dated August 13, 1997, as filed with the Commission on October 27, 1997.

                  (c) The description of the Registrant's  Class A Common Shares
contained in the Registrant's  Schedule 14A Definitive Proxy Statement under the
caption  "Description of Capital  Shares",  as filed with the Commission on June
17,  1997 (File  Number  1-8063)  pursuant  to Section  14(a) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

                  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.


                                       -3-

<PAGE>



Item 5.  Interests of Named Experts and Counsel

                  Mr. Martin L. Edelman, a Trustee of the Registrant, is also of
Counsel to the law firm of Battle Fowler LLP which is rendering the opinion
regarding the legality of the securities being registered in this Registration
Statement. As a Trustee, Mr. Edelman has and is, to receive Awards under the
Trustee Plan.

Item 6.  Indemnification of Directors and Officers

                  The Registrant is a California business trust.

                  Section  2.1. of the  Registrant's  by-laws  provides  that no
Trustee,  officer,  employee  or agent of the  Company  shall be  liable  to the
Company  or to any  other  Person  for  any  act  or  omission  which  he or she
reasonably  believes is in the best interests of the Company,  except for his or
her own willful misconduct, bad faith, gross negligence or reckless disregard of
duty or his or her failure to act in good faith or in the best  interests of the
Company.

                  The  Trustees,  officers,  employees and agents of the Company
shall be deemed to be acting as Trustees,  officers,  employees or agents of the
Company and not in their own  individual  capacities  when  incurring any debts,
liabilities or obligations or when taking or omitting any other action on behalf
of, or in connection with, the Company.  Notwithstanding any provision herein to
the  contrary,  no Trustee,  officer,  employee or agent of the Company shall be
liable for any debt, claim, demand, judgment, decree, liability or obligation of
any kind in tort,  contract  or  otherwise  of,  against or with  respect to the
Company  arising  out of any  action  taken or  omitted  for or on behalf of the
Company,  and the Company shall be solely liable  therefor and recourse shall be
solely to the assets of the Company for the payment or performance thereof.

                  In Section 2.2 of the Registrant's by-laws, the Company agrees
to indemnify  and hold  harmless any Person made a party to any action,  suit or
proceeding  or against  whom a claim or  liability  is asserted by reason of the
fact  that he,  she,  his or her  testator  or  intestate  was or is a  Trustee,
officer,  employee or agent of the Company or active in such  capacity on behalf
of the  Company  against  judgments,  fines,  amounts  paid on  account  thereof
(whether  in  settlement  or  otherwise)  and  reasonable  expenses,   including
attorneys' fees,  actually and reasonably incurred by him in connection with the
defense of such action,  suit or  proceeding  or in  connection  with any appeal
therein,  whether or not such suit or action  proceeds to judgment or is settled
or otherwise brought to a conclusion. Notwithstanding the above, no Person shall
be so  indemnified or reimbursed  for any claim,  obligation or liability  which
shall  have been  adjudicated  to have  arisen  out of or been  based  upon such
Person's willful misfeasance,  bad faith, gross negligence or reckless disregard
of duty or for his or her failure to act in good faith in the reasonable  belief
that his or her  action was in the best  interests  of the  Company.  Any Person
seeking  indemnification  under this Section 2.2 shall give prompt notice to the
Company of the claim, alleged liability,  action, suit or proceeding;  provided,
that the  failure  to give such  notice  shall not  relieve  the  Company of its
obligations  under this Section  2.2,  except to the extent that such failure to
give  notice  prejudices  the  Company.   Such  rights  of  indemnification  and
reimbursement shall be satisfied solely out of the assets of the Company.

                  Section  2.2  states  that the rights  accruing  to any Person
shall not exclude  any other right to which he or she may be lawfully  entitled,
nor  shall  anything  contained  herein  restrict  the right of the  Company  to
indemnify  or  reimburse  such  Person  in  any  proper  case  even  though  not
specifically  provided for herein,  nor shall anything contained herein restrict
such rights of a Trustee to contribution  as may be available  under  applicable
law. In addition, the Board shall make advance payments for expenses incurred

                                       -4-

<PAGE>



in defending any  proceeding in advance of its final  disposition  in connection
with  indemnification  under  Section 2.2 provided that the  indemnified  Person
agrees in  writing to  reimburse  the  Company  in the event it is  subsequently
determined that he or she is not entitled to such indemnification.

                  The  Company  shall  have the power to enter  into  individual
indemnification  agreements  with any Person  entitled to be  indemnified  under
Section 2.2,  without approval  thereof by the  Shareholders,  provided that the
substantive  provisions of any such agreement  shall not be  inconsistent in any
material  respect  with the  provisions  of this  Section  2.2 at the time  such
agreement is entered into. The terms of any such agreement need not be identical
to the terms of any other such agreement and any such  agreement  which has been
entered into may  subsequently be amended or changed by mutual  agreement of the
parties thereto, without approval thereof by the Shareholders, so long as at the
time such  agreement is entered into or amended or changed,  as the case may be,
its substantive provisions are not inconsistent in any material respect with the
provisions of Section 2.2.

                  The  Company  shall  have the  power to use the  assets of the
Company to establish  arrangements for funding its  indemnification  obligations
under  Section  2.2,  including  but not limited to  depositing  assets in trust
funds,  obtaining  bank  letters  of credit in favor of  indemnified  Persons or
entities,  establishing  specific reserve accounts and otherwise funding special
self-insurance arrangements for these purposes.

                  ARTICLE  FOURTEENTH of the  Registrant's  amended and restated
declaration of trust reads as follows:

                  "The Company may, to the full extent  permitted by law,  cause
the  Company  to limit the  liability  of and  indemnify  any and all  Trustees,
officers, employees or agents from and against any and all expenses, liabilities
or other matters both as to action in his or her official  capacity on behalf of
the Company and as to action in another capacity while holding such office,  and
shall continue as to a Person who has ceased to be a Trustee,  officer, employee
or  agent  and  shall  inure  to  the  benefit  of  the  heirs,  executors,  and
administrators  of such Person,  as provided in any By-Law adopted by a majority
of the Board.

                  All  Persons  dealing  with or having  any claim  against  the
Trustees or any officer, agent or employee of the Company shall look only to the
Company  for the payment of any debt,  claim,  obligation  or damage,  or of any
money or other  thing  that might  become  due or  payable  in any way,  whether
founded upon contract, tort or otherwise, and no Shareholder shall be personally
or individually liable therefor.  Each Shareholder shall be entitled to pro rata
indemnity from the Company's assets if, contrary to the provisions hereof,  such
Shareholder is held to any personal liability for any debt, claim, obligation or
damage,  or of any money or other thing that might  become due or payable in any
way, whether founded upon contract, tort or otherwise, of the Company.

                  The  Board  shall   maintain   liability   insurance  for  the
protection of the Company and those connected therewith,  and cause any premiums
therefor to be paid from Company assets."

Item 7.  Exemption from Registration Claimed.

                  Not applicable.


                                       -5-

<PAGE>



Item 8.  Exhibits.

     4.1      1997 Non-Employee Trustee Share Plan, as amended (filed as Exhibit
              10.1 to the Registrant's Current Report on Form 8-K filed on July
              15, 1997 and is incorporated herein by reference).

     4.2      1997 Long-Term Incentive Share Plan, as amended (filed as Exhibit
              10.2 to the Registrant's Current Report on Form 8-K filed on July
              15, 1997 and is incorporated herein by reference).

     5.1      Opinion of Greenberg Glusker Fields Claman & Machtinger LLP
              regarding the legality of the securities being registered.

     23.1     Consent of Coopers & Lybrand, LLP.

     23.2     Consent of Greenberg Glusker Fields Claman & Machtinger
              LLP (contained in Exhibit 5.1).

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


Item 9.  Undertakings.

                  (a) The 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  this   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  this
                  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)  (ss.230.424(b)  of this  chapter)  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 this Registration  Statement or any material change to such
                  information in this Registration Statement;

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


                                       -6-

<PAGE>



                  (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  hereby 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.

                  (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 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  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  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,
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 7th day of
November, 1997.

                             CAPITAL TRUST



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



                                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 and Chief                  November 7, 1997
-----------------------------
John R. Klopp                              Executive Officer (principal
                                           executive officer)

/s/ Edward L. Shugrue III                  Managing Director and Chief              November 7, 1997
--------------------------                 Financial Officer
Edward L. Shugrue III                      (principal financial
                                           officer)
</TABLE>


                                                        -8-

<PAGE>


<TABLE>
<CAPTION>
                  Name                                      Title                                  Date
<S>                                        <C>                                      <C>
/s/ Samuel Zell                            Chairman of the Board of                 November 7, 1997
------------------------------
Samuel Zell                                Trustees

/s/ Martin L. Edelman                      Trustee                                  November 7, 1997
--------------------------
Martin L. Edelman

/s/ Craig M. Hatkoff                       Trustee                                  November 7, 1997
---------------------------
Craig M. Hatkoff

/s/ Gary R. Garrabrant                     Trustee                                  November 7, 1997
---------------------------
Gary R. Garrabrant

/s/ Sheli Z. Rosenberg                     Trustee                                  November 7, 1997
---------------------------
Sheli Z. Rosenberg

/s/ Lynne B. Sagalyn                       Trustee                                  November 7, 1997
----------------------------
Lynne B. Sagalyn


/s/ Jeffrey A. Altman                      Trustee                                  November 7, 1997
-----------------------------
Jeffrey A. Altman
</TABLE>


                                       -9-

<PAGE>


                                  EXHIBIT INDEX


Exhibits

4.1             1997 Non-Employee Trustee Share Plan (filed as Exhibit 10.2 to
                the Registrant's Current Report on Form 8-K filed on July 15,
                1997 and is incorporated herein by reference)

4.2             1997 Long-Term Incentive Share Plan (filed as Exhibit 10.1 to
                the Registrant's Current Report on Form 8-K filed on July 15,
                1997 and is incorporated herein by reference)

5.1             Opinion of Greenberg Glusker Fields Claman & Machtinger LLP
                regarding the legality of the securities being registered

23.1            Consent of Coopers & Lybrand, LLP

23.2            Consent of Greenberg Glusker Fields Claman & Machtinger LLP
                (contained in Exhibit 5.1)

24.1            Power of Attorney (contained in the signature page hereof)


<PAGE>
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{"company-data": {"conformed-name": "CAPITAL TRUST", "cik": "0000016387", "assigned-sic": "6798", "irs-number": "946181186", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39743", "film-number": "97710078"}, "business-address": {"street1": "605 THIRD AVENUE 26TH FLOOR", "street2": "STE 200", "city": "NEW YORK", "state": "NY", "zip": "10016", "phone": "2126550220"}, "mail-address": {"street1": "605 THIRD AVENUE 26TH FLOOR", "street2": "#200", "city": "NEW YORK", "state": "NY", "zip": "10016"}, "former-company": {"former-conformed-name": "CALIFORNIA REAL ESTATE INVESTMENT TRUST", "date-changed": "19920703"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

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

                                  CAPITAL TRUST
             (Exact name of registrant as specified in its charter)

                 California                              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 1997 Non-Employee Trustee Share Plan and
                Capital Trust 1997 Long-Term Incentive Share Plan
                            (Full title of the plan)

                                  John R. Klopp
                                  Vice Chairman
                           and Chief Executive Officer
                          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 of
                                                  Amount to be    offering price per        Proposed maximum          registration
     Title of securities to be registered          registered         share(1)         aggregate offering price(1)       fee(1)
-----------------------------------------------------------------------------------------------------------------------------------
Class A Common Shares of Beneficial Interest,     2,000,000      $12.44                   $24,880,000              $7,539.39
$1.00 Par Value
-----------------------------------------------------------------------------------------------------------------------------------
Total
===================================================================================================================================
(1)  Pursuant to paragraphs (c) and (h) of Rule 457 of the Securities Act of
     1933, as amended (the "Securities Act"), the proposed maximum offering
     price per share of such Class A Common Shares is estimated solely for the
     purpose of determining the registration fee and is based upon the average
     of the high and low prices per share of the Registrant's Class A Common
     Shares reported on The New York Stock Exchange on November 5, 1997.
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  employees  or  trustees,  as the  case may be,  who have  been
granted  class A common  shares of  beneficial  interest,  $1.00 par  value,  in
Capital  Trust  ("Class A Common  Shares")  or  instruments  exercisable  for or
convertible  into Class A Common Shares  ("Awards") under the Capital Trust 1997
Long-Term  Incentive  Share  Plan  (the  "Incentive  Share  Plan")  and the 1997
Non-Employee  Trustee Share Plan (the "Trustee Plan" together with the Incentive
Share Plan,  are  collectively  referred to as the  "Plans"),  and are not being
filed  with,  or  included  in,  this  Registration  Statement  on Form S-8 (the
"Registration  Statement") in accordance  with the rules and  regulations of the
Securities and Exchange Commission (the "Commission").

Item 2.  Registration Information and Employee Plan Annual Information

     The documents  containing  the  information  specified in this Item will be
sent or given to employees who have been granted  Awards under the Plans and are
not being filed with, or included in, this Registration  Statement in accordance
with the rules and regulations of the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

                  The following documents, which have been heretofore filed with
the  Commission  by  Capital  Trust,  a  California  trust  (formerly  known  as
California Real Estate Investment Trust) (the "Registrant"), are incorporated by
reference in this Registration Statement:

                  (a) The Registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1996 (File Number 1-8063),  as filed with the Commission
on April 15, 1997, as amended by the  Registrant's  annual report on Form
10-K/A, as filed with the Commission on June 2, 1997.

                  (b) (i) The Registrant's quarterly report on Form 10-Q for the
fiscal  quarter  ended March 31, 1997,  as filed with the  Commission on May 14,
1997.

                      (ii) The  Registrant's  quarterly  report on Form 10-Q for
     the fiscal  quarter  ended June 30, 1997,  as filed with the  Commission on
     August 14, 1997.

                      (iii) The Registrant's quarterly report on Form 10-Q/A for
     the fiscal  quarter ended March 31, 1997,  as filed with the  Commission on
     October 17, 1997.

                      (iv) The  Registrant's  current  report on Form 8-K, dated
     January 3, 1997, as filed with the Commission on January 21, 1997.

                                       -2-
(v) The  Registrant's  current  report on Form 8-K,  dated
     April 10, 1997, as filed with the Commission on April 16, 1997.

                      (vi) The  Registrant's  current  report on Form 8-K, dated
     February 14, 1997, as filed with the Commission on June 12, 1997.

                      (vii) The  Registrant's  current report on Form 8-K, dated
     June 30, 1997, as filed with the Commission on July 15, 1997.

                      (viii) The Registrant's  current report on Form 8-K, dated
     July 15, 1997, as filed with the Commission on July 30, 1997.

                      (ix) The  Registrant's  current  report on Form 8-K, dated
     August 4, 1997, as filed with the Commission on August 19, 1997.

                      (x) The  Registrant's  current  report on Form 8-K,  dated
     August 13, 1997, as filed with the Commission on August 28, 1997.

                      (xi) The  Registrant's  current  report on Form 8-K, dated
     September 19, 1997, as filed with the Commission on October 3, 1997.

                      (xii) The Registrant's current report on Form 8-K/A, dated
     August 4, 1997, as filed with the Commission on October 17, 1997.

                      (xiii)  The  Registrant's  current  report on Form  8-K/A,
     dated August 13, 1997, as filed with the Commission on October 27, 1997.

                  (c) The description of the Registrant's  Class A Common Shares
contained in the Registrant's  Schedule 14A Definitive Proxy Statement under the
caption  "Description of Capital  Shares",  as filed with the Commission on June
17,  1997 (File  Number  1-8063)  pursuant  to Section  14(a) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

                  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.

                                       -3-
Item 5.  Interests of Named Experts and Counsel

                  Mr. Martin L. Edelman, a Trustee of the Registrant, is also of
Counsel to the law firm of Battle Fowler LLP which is rendering the opinion
regarding the legality of the securities being registered in this Registration
Statement. As a Trustee, Mr. Edelman has and is, to receive Awards under the
Trustee Plan.

Item 6.  Indemnification of Directors and Officers

                  The Registrant is a California business trust.

                  Section  2.1. of the  Registrant's  by-laws  provides  that no
Trustee,  officer,  employee  or agent of the  Company  shall be  liable  to the
Company  or to any  other  Person  for  any  act  or  omission  which  he or she
reasonably  believes is in the best interests of the Company,  except for his or
her own willful misconduct, bad faith, gross negligence or reckless disregard of
duty or his or her failure to act in good faith or in the best  interests of the
Company.

                  The  Trustees,  officers,  employees and agents of the Company
shall be deemed to be acting as Trustees,  officers,  employees or agents of the
Company and not in their own  individual  capacities  when  incurring any debts,
liabilities or obligations or when taking or omitting any other action on behalf
of, or in connection with, the Company.  Notwithstanding any provision herein to
the  contrary,  no Trustee,  officer,  employee or agent of the Company shall be
liable for any debt, claim, demand, judgment, decree, liability or obligation of
any kind in tort,  contract  or  otherwise  of,  against or with  respect to the
Company  arising  out of any  action  taken or  omitted  for or on behalf of the
Company,  and the Company shall be solely liable  therefor and recourse shall be
solely to the assets of the Company for the payment or performance thereof.

                  In Section 2.2 of the Registrant's by-laws, the Company agrees
to indemnify  and hold  harmless any Person made a party to any action,  suit or
proceeding  or against  whom a claim or  liability  is asserted by reason of the
fact  that he,  she,  his or her  testator  or  intestate  was or is a  Trustee,
officer,  employee or agent of the Company or active in such  capacity on behalf
of the  Company  against  judgments,  fines,  amounts  paid on  account  thereof
(whether  in  settlement  or  otherwise)  and  reasonable  expenses,   including
attorneys' fees,  actually and reasonably incurred by him in connection with the
defense of such action,  suit or  proceeding  or in  connection  with any appeal
therein,  whether or not such suit or action  proceeds to judgment or is settled
or otherwise brought to a conclusion. Notwithstanding the above, no Person shall
be so  indemnified or reimbursed  for any claim,  obligation or liability  which
shall  have been  adjudicated  to have  arisen  out of or been  based  upon such
Person's willful misfeasance,  bad faith, gross negligence or reckless disregard
of duty or for his or her failure to act in good faith in the reasonable  belief
that his or her  action was in the best  interests  of the  Company.  Any Person
seeking  indemnification  under this Section 2.2 shall give prompt notice to the
Company of the claim, alleged liability,  action, suit or proceeding;  provided,
that the  failure  to give such  notice  shall not  relieve  the  Company of its
obligations  under this Section  2.2,  except to the extent that such failure to
give  notice  prejudices  the  Company.   Such  rights  of  indemnification  and
reimbursement shall be satisfied solely out of the assets of the Company.

                  Section  2.2  states  that the rights  accruing  to any Person
shall not exclude  any other right to which he or she may be lawfully  entitled,
nor  shall  anything  contained  herein  restrict  the right of the  Company  to
indemnify  or  reimburse  such  Person  in  any  proper  case  even  though  not
specifically  provided for herein,  nor shall anything contained herein restrict
such rights of a Trustee to contribution  as may be available  under  applicable
law. In addition, the Board shall make advance payments for expenses incurred

                                       -4-
in defending any  proceeding in advance of its final  disposition  in connection
with  indemnification  under  Section 2.2 provided that the  indemnified  Person
agrees in  writing to  reimburse  the  Company  in the event it is  subsequently
determined that he or she is not entitled to such indemnification.

                  The  Company  shall  have the power to enter  into  individual
indemnification  agreements  with any Person  entitled to be  indemnified  under
Section 2.2,  without approval  thereof by the  Shareholders,  provided that the
substantive  provisions of any such agreement  shall not be  inconsistent in any
material  respect  with the  provisions  of this  Section  2.2 at the time  such
agreement is entered into. The terms of any such agreement need not be identical
to the terms of any other such agreement and any such  agreement  which has been
entered into may  subsequently be amended or changed by mutual  agreement of the
parties thereto, without approval thereof by the Shareholders, so long as at the
time such  agreement is entered into or amended or changed,  as the case may be,
its substantive provisions are not inconsistent in any material respect with the
provisions of Section 2.2.

                  The  Company  shall  have the  power to use the  assets of the
Company to establish  arrangements for funding its  indemnification  obligations
under  Section  2.2,  including  but not limited to  depositing  assets in trust
funds,  obtaining  bank  letters  of credit in favor of  indemnified  Persons or
entities,  establishing  specific reserve accounts and otherwise funding special
self-insurance arrangements for these purposes.

                  ARTICLE  FOURTEENTH of the  Registrant's  amended and restated
declaration of trust reads as follows:

                  "The Company may, to the full extent  permitted by law,  cause
the  Company  to limit the  liability  of and  indemnify  any and all  Trustees,
officers, employees or agents from and against any and all expenses, liabilities
or other matters both as to action in his or her official  capacity on behalf of
the Company and as to action in another capacity while holding such office,  and
shall continue as to a Person who has ceased to be a Trustee,  officer, employee
or  agent  and  shall  inure  to  the  benefit  of  the  heirs,  executors,  and
administrators  of such Person,  as provided in any By-Law adopted by a majority
of the Board.

                  All  Persons  dealing  with or having  any claim  against  the
Trustees or any officer, agent or employee of the Company shall look only to the
Company  for the payment of any debt,  claim,  obligation  or damage,  or of any
money or other  thing  that might  become  due or  payable  in any way,  whether
founded upon contract, tort or otherwise, and no Shareholder shall be personally
or individually liable therefor.  Each Shareholder shall be entitled to pro rata
indemnity from the Company's assets if, contrary to the provisions hereof,  such
Shareholder is held to any personal liability for any debt, claim, obligation or
damage,  or of any money or other thing that might  become due or payable in any
way, whether founded upon contract, tort or otherwise, of the Company.

                  The  Board  shall   maintain   liability   insurance  for  the
protection of the Company and those connected therewith,  and cause any premiums
therefor to be paid from Company assets."

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

                                       -5-
Item 8.  Exhibits.

     4.1      1997 Non-Employee Trustee Share Plan, as amended (filed as Exhibit
              10.1 to the Registrant's Current Report on Form 8-K filed on July
              15, 1997 and is incorporated herein by reference).

     4.2      1997 Long-Term Incentive Share Plan, as amended (filed as Exhibit
              10.2 to the Registrant's Current Report on Form 8-K filed on July
              15, 1997 and is incorporated herein by reference).

     5.1      Opinion of Greenberg Glusker Fields Claman & Machtinger LLP
              regarding the legality of the securities being registered.

     23.1     Consent of Coopers & Lybrand, LLP.

     23.2     Consent of Greenberg Glusker Fields Claman & Machtinger
              LLP (contained in Exhibit 5.1).

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

Item 9.  Undertakings.

                  (a) The 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  this   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  this
                  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)  (ss.230.424(b)  of this  chapter)  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 this Registration  Statement or any material change to such
                  information in this Registration Statement;

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

                                       -6-
(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  hereby 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.

                  (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 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  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  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,
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 7th day of
November, 1997.

                             CAPITAL TRUST

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

                                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 and Chief                  November 7, 1997
-----------------------------
John R. Klopp                              Executive Officer (principal
                                           executive officer)

/s/ Edward L. Shugrue III                  Managing Director and Chief              November 7, 1997
--------------------------                 Financial Officer
Edward L. Shugrue III                      (principal financial
                                           officer)
-8-
Name                                      Title                                  Date
/s/ Samuel Zell                            Chairman of the Board of                 November 7, 1997
------------------------------
Samuel Zell                                Trustees

/s/ Martin L. Edelman                      Trustee                                  November 7, 1997
--------------------------
Martin L. Edelman

/s/ Craig M. Hatkoff                       Trustee                                  November 7, 1997
---------------------------
Craig M. Hatkoff

/s/ Gary R. Garrabrant                     Trustee                                  November 7, 1997
---------------------------
Gary R. Garrabrant

/s/ Sheli Z. Rosenberg                     Trustee                                  November 7, 1997
---------------------------
Sheli Z. Rosenberg

/s/ Lynne B. Sagalyn                       Trustee                                  November 7, 1997
----------------------------
Lynne B. Sagalyn

/s/ Jeffrey A. Altman                      Trustee                                  November 7, 1997
-----------------------------
Jeffrey A. Altman
-9-
EXHIBIT INDEX

Exhibits

4.1             1997 Non-Employee Trustee Share Plan (filed as Exhibit 10.2 to
                the Registrant's Current Report on Form 8-K filed on July 15,
                1997 and is incorporated herein by reference)

4.2             1997 Long-Term Incentive Share Plan (filed as Exhibit 10.1 to
                the Registrant's Current Report on Form 8-K filed on July 15,
                1997 and is incorporated herein by reference)

5.1             Opinion of Greenberg Glusker Fields Claman & Machtinger LLP
                regarding the legality of the securities being registered

23.1            Consent of Coopers & Lybrand, LLP

23.2            Consent of Greenberg Glusker Fields Claman & Machtinger LLP
                (contained in Exhibit 5.1)

24.1            Power of Attorney (contained in the signature page hereof)