Sec Form 4 Filing - VORNADO REALTY LP @ CAPITAL TRUST INC - 2004-09-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person VORNADO REALTY LP 2. Issuer Name and Ticker or Trading Symbol CAPITAL TRUST INC [ CT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 888 SEVENTH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/22/2004 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, par value $.01 per share 09/22/2004 C 1,424,474 A 1,424,474 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares See Footnote 3 ( 3 ) ( 4 ) 09/22/2004 C 50,000 05/15/2000 ( 5 ) See Footnote 6 ( 6 ) 1,424,474 ( 1 ) ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VORNADO REALTY LP 888 SEVENTH AVENUE NEW YORK, NY10019 X Signatures /s/ Vornado Realty L.P. by Joseph Macnow 10/04/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Beneficial ownership of 1,424,474 shares of Class A Common stock, par value $.01 per share ("Common Stock"), of Capital Trust, Inc. (the "Issuer") is being reported hereunder. The Common Stock was acquired upon Vornado Realty L.P.'s conversion as of September 22, 2004 of 50,000 Variable Rate Step Up Convertible Trust Preferred Securities (Liquidation Amount $1,000 per Security)(the "Preferred Securities") issued by CT Convertible Trust I (the "Trust"), of which $29,914,000 of liquidation amount of the Preferred Securities (the "Convertible Amount") was convertible into Common Stock. [Continued in footnote 2] ( 2 )The Convertible Amount of the Preferred Securities was converted into a like amount of Convertible Debentures of the Issuer and the Convertible Debentures were converted into Common Stock at a rate of 47.619 shares per $1,000 principal amount of Convertible Debentures, following the adjustment to prevent dilution (142.857 became 47.619 as a result of a reverse stock split). Previously, the non-convertible portion of the Preferred Securities was redeemed by the Trust. Vornado Realty Trust is the sole general partner of Vornado Realty L.P. and as of June 30, 2004 owned 86.6% of the common limited partnership interests in Vornado Realty L.P. ( 3 )Variable Rate Step Up Convertible Trust Preferred Securities. ( 4 )47.619 shares of Common Stock, par value $.01 per share, per $1,000 principal amount of Convertible Securities. ( 5 )Last business day prior to 9/30/18. ( 6 )Class A Common Stock, par value $.01 per share.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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