Sec Form 4 Filing - EOP OPERATING LTD PARTNERSHIP @ CAPITAL TRUST INC - 2004-07-28

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 EOP OPERATING LTD PARTNERSHIP 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) TWO N RIVERSIDE PLZ, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2004 (Street) CHICAGO, IL60606 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 07/28/2004 C( 1 ) 1,424,474 A $ 21 1,424,474 D Class A Common Stock 07/28/2004 S( 4 ) 1,424,474 D $ 22.5269 0 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 Variable Step Up Convertible Trust Preferred Securities $ 21 07/28/2004 C( 1 ) 07/28/1998 ( 2 ) Class A Common Stock 1,424,474 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EOP OPERATING LTD PARTNERSHIP TWO N RIVERSIDE PLZ SUITE 2100 CHICAGO, IL60606 X Signatures EOP OPERATING LIMITED PARTNERSHIP By: Equity Office Properties Trust, its general partner, By: Stanley M. Stevens, its Executive Vice President 07/29/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person converted $29,914,000 aggregate principal amount of Variable Step Up Convertible Trust Preferred Securities of CT Convertible Trust I, a subsidiary of Capital Trust, Inc., into 1,424,474 shares of Class A Common Stock of Capital Trust, Inc. ( 2 )There is no Expiration Date for this Derivative Security. ( 3 )There is no Price of this Derivative Security. ( 4 )The reporting person sold all of the 1,424,474 shares of Class A Common Stock owned by it pursuant to the terms of an underwriting agreement dated July 22, 2004 at a price per share of $22.526875, net of underwriting discounts and commissions.

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

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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