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

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE 
    ACT OF 1934
    For the fiscal year ended December 31, 1997

[ ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934 For the Transition  period from  _____________  to
    _______________

Commission File Number 1-8063

                                  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, New York, NY                  10016
       (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code:    (212) 655-0220
                                                       --------------

Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of Each Exchange
             Title of Each Class                      on Which Registered
Class A Common Shares of Beneficial Interest,       New York Stock Exchange
  $1.00 par value ("Class A Common Shares")         Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.
                                                    Yes  X               No  __

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

<PAGE>




                                  MARKET VALUE

Based on the closing sales price of $10.00 per share, the aggregate market value
of  the  outstanding  Class  A  Common  Shares  held  by  non-affiliates  of the
registrant as of February 18, 1998 was $111,433,570.

                               OUTSTANDING SHARES

As of February 18, 1998 there were 18,157,150 outstanding Class A Common Shares.
The Class A Common Shares are listed on the New York and Pacific Stock Exchanges
(trading symbol "CT"). Trading is reported in many newspapers as "CapitalTr".

                       DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates  information by reference from the Registrant's definitive
Proxy Statement to be filed with the Commission  within 120 days after the close
of the Registrant's fiscal year.




<PAGE>

<TABLE>
<CAPTION>

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                                  CAPITAL TRUST
------------------------------------------------------------------------------

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<S>            <C>                                                                 <C>
PART I                                                                             PAGE
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Item 1.           Business                                                            1
Item 2.           Properties                                                         10
Item 3.           Legal Proceedings                                                  10
Item 4.           Submission of Matters to a Vote of Security Holders                10
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PART II
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Item 5.           Market for the Registrant's Common Equity and Related Security
                           Holder Matters                                            11
Item 6.           Selected Financial Data                                            12
Item 7.           Management's Discussion and Analysis of Financial Condition and
                           Results of Operations                                     13
Item 8.           Financial Statements and Supplementary Data                        20
Item 9.           Changes in and Disagreements with Accountants on Accounting
                           and Financial Disclosure                                  21
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PART III
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Item 10.          Trustees and Executive Officers of the Registrant                  22
Item 11.          Executive Compensation                                             22
Item 12.          Security Ownership of Certain Beneficial Owners and Management     22
Item 13.          Certain Relationships and Related Transactions                     22
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PART IV
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Item 14.          Exhibits, Financial Statement Schedules and Reports on Form 8-K    23
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Signatures                                                                           26

Index to Consolidated Financial Statements                                          F-1


                                      -i-

</TABLE>



<PAGE>



 EXPLANATORY  NOTE FOR PURPOSES OF THE "SAFE HARBOR  PROVISIONS" OF SECTION 21E
 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED

     EXCEPT FOR HISTORICAL  INFORMATION  CONTAINED HEREIN, THIS ANNUAL REPORT ON
FORM 10-K CONTAINS FORWARD-LOOKING  STATEMENTS WITHIN THE MEANING OF THE SECTION
21E OF THE  SECURITIES  AND  EXCHANGE  ACT OF 1934,  AS AMENDED,  WHICH  INVOLVE
CERTAIN RISKS AND  UNCERTAINTIES.  FORWARD-LOOKING  STATEMENTS ARE INCLUDED WITH
RESPECT TO, AMONG OTHER THINGS,  THE COMPANY'S  CURRENT BUSINESS PLAN,  BUSINESS
STRATEGY AND PORTFOLIO MANAGEMENT.  THE COMPANY'S ACTUAL RESULTS OR OUTCOMES MAY
DIFFER  MATERIALLY FROM THOSE  ANTICIPATED.  IMPORTANT  FACTORS THAT THE COMPANY
BELIEVES MIGHT CAUSE SUCH DIFFERENCES ARE DISCUSSED IN THE CAUTIONARY STATEMENTS
PRESENTED  UNDER THE CAPTION  "FACTORS  WHICH MAY AFFECT THE COMPANY'S  BUSINESS
STRATEGY" IN ITEM 1 OF THIS FORM 10-K OR OTHERWISE ACCOMPANY THE FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS FORM 10-K. IN ASSESSING FORWARD-LOOKING  STATEMENTS
CONTAINED HEREIN,  READERS ARE URGED TO READ CAREFULLY ALL CAUTIONARY STATEMENTS
CONTAINED IN THIS FORM 10-K.









                                      -ii-

<PAGE>

                                     PART I
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Item 1.           Business
------------------------------------------------------------------------------

 General

     Capital Trust (together with its  subsidiaries the "Company") is a recently
recapitalized   specialty   finance  company   designed  to  take  advantage  of
high-yielding lending and investment opportunities in commercial real estate and
related   assets.   The  Company   makes   investments   in  various   types  of
income-producing  commercial  real  estate and its  current  investment  program
emphasizes  senior  and  junior  commercial  mortgage  loans,  preferred  equity
investments,  direct equity investments and subordinated interests in commercial
mortgage-backed   securities  ("CMBS").  The  Company's  current  business  plan
contemplates that a majority of the loans and other assets held in its portfolio
for the  long-term  will be  structured  so that  the  Company's  investment  is
subordinate to third-party  financing but senior to the owner/operator's  equity
position. The Company also provides real estate investment banking, advisory and
asset management  services through its wholly owned  subsidiary,  Victor Capital
Group, L.P. ("Victor Capital"). The Company anticipates that it will invest in a
diverse  array  of real  estate  and  finance-related  assets  and  enterprises,
including operating companies, which satisfy its investment criteria.

     In executing its business  plan,  the Company  utilizes the extensive  real
estate industry  contacts and  relationships of Equity Group  Investments,  Inc.
("EGI").  EGI is a privately  held real  estate and  corporate  investment  firm
controlled  by Samuel  Zell,  who serves as chairman of the Board of Trustees of
the Company.  EGI's affiliates include Equity Office Properties Trust and Equity
Residential  Properties  Trust, the largest U.S. real estate  investment  trusts
("REITs")  operating  in  the  office  and  multifamily   residential   sectors,
respectively.  The Company also draws upon the extensive client roster of Victor
Capital for potential investment opportunities.

 Developments  with Respect to  Implementation  of the Company's Current 
 Business Plan During Fiscal Year 1997

     During the past fiscal year, the Company ceased operations as a real estate
investment trust following full  implementation  of its current business plan in
July 1997.  This action  coincided with the appointment of a new management team
following  the  acquisition  of Victor  Capital and a private  placement  of $33
million of  preferred  equity in the  Company  to Veqtor  Finance  Company,  LLC
("Veqtor"),  an affiliate  of certain  members of the new  management  team that
currently  owns  19,227,251 (or  approximately  63%) of the  outstanding  voting
shares of the Company.

     In connection  with the  implementation  of its current  business  plan, in
September 1997, the Company entered into a credit  arrangement with a commercial
lender that  provides for a three-year  $150 million line of credit (the "Credit
Facility").  In  addition,  in December  1997,  the  Company  completed a public
securities  offering (the  "Offering")  by issuing  9,000,000 new class A common
shares of beneficial interest, $1.00 par value ("Class A Common Shares"), in the
Company at $11.00 per share. The Company raised  approximately  $91.4 million in
net proceeds from the Offering.  The Company  believes that the Credit  Facility
and the proceeds of the Offering provide the Company with the capital  necessary
to expand and diversify its portfolio of loans and other  investments and enable
the  Company to compete  for and  consummate  larger  transactions  meeting  the
Company's target risk/return profile.

     Since  initiating  full  implementation  of the current  business plan, the
Company has completed twelve loan and investment  transactions.  The Company has
originated or acquired six Mortgage Loans (as defined  herein)  totaling  $169.7
million (one of which was satisfied prior to December 31, 1997),  five Mezzanine
Loans (as defined  herein)  totaling  $75.0  million  and one CMBS  subordinated
interest for $49.6 million.


                                        1
<PAGE>



 Real Estate Lending and Investment Market

     The Company  believes  that the  significant  recovery in  commercial  real
estate property values,  coupled with fundamental structural changes in the real
estate capital markets (primarily  related to the growth in CMBS issuance),  has
created   significant   market-driven   opportunities   for  finance   companies
specializing in commercial real estate lending and investing. Such opportunities
are expected to result from the following developments:

     o  Scale and Rollover.  The U.S.  commercial mortgage market--a market that
        is comparable in size to the corporate and municipal  bond  markets--has
        approximately $1 trillion in total mortgage debt outstanding, which debt
        is primarily  held  privately.  In  addition,  a  significant  amount of
        commercial  mortgage  loans  held  by  U.S.  financial  institutions  is
        scheduled to mature in the near future.

     o  Rapid  Growth  of   Securitization.   With  annual  issuance  volume  of
        approximately   $44  billion,   the  total  amount  of  CMBS   currently
        outstanding has grown to over $170 billion from approximately $6 billion
        in 1990.  To date,  the CMBS market  expansion  has been fueled in large
        part by "conduits"  which  originate whole loans primarily for resale to
        financial intermediaries,  which in turn package the loans as securities
        for distribution to public and private investors.

        The Company  believes that as securitized  lenders  replace  traditional
        lenders such as banks and life insurance companies as the primary source
        for commercial real estate finance,  borrowers are often  constrained by
        relatively   inflexible   underwriting   standards,    including   lower
        loan-to-value ratios,  thereby creating significant demand for mezzanine
        financing  (typically between 65% and 90% of total  capitalization).  In
        addition,  since many high quality loans may not immediately qualify for
        securitization,  due primarily to rating agency guidelines,  significant
        opportunities  are created for  shorter-maturity  bridge and  transition
        mortgage financings.

     o  Consolidation.  As the real  estate  market  continues  to  evolve,  the
        Company  expects  that  consolidation  will  occur and  efficiency  will
        increase. Over time, the Company believes that the market leaders in the
        real estate finance sector will be fully  integrated  finance  companies
        capable  of  originating,   underwriting,   structuring,   managing  and
        retaining real estate risk.

     The Company  believes that the commercial  real estate capital  markets for
both debt and equity are in the midst of dramatic  structural  change.  Although
the  issuance  volume of CMBS has grown to $44 billion per annum,  the terms and
conditions  of  securitized  debt are  driven  significantly  by  rating  agency
criteria,  resulting  in  restrictive  underwriting  parameters  and  relatively
inflexible transaction structures.  At the same time, existing equity owners are
faced with high levels of maturing debt that will need to be refinanced, and new
buyers are seeking  greater  leverage  than is  available  from  securitized  or
traditional  providers.  As a result, the need for mezzanine  investment capital
has grown significantly.  The Company,  through its current business plan, seeks
to capitalize on this market opportunity.

 Business Strategy

     The  Company  believes  that it is well  positioned  to  capitalize  on the
resultant  opportunities,  which,  if  carefully  underwritten,  structured  and
monitored, represent attractive investments that pose potentially less risk than
direct equity ownership of real property. Further, the Company believes that the
rapid growth of the CMBS market has given rise to opportunities  for the Company
to selectively  acquire  non-investment  grade tranches of such securities which
the Company  believes  are priced  inefficiently  in terms of their  risk/reward
profile.

     The  Company  seeks to  generate  returns  from a  portfolio  of  leveraged
investments.  The Company currently pursues investment and lending opportunities
designed to capitalize on  inefficiencies  in the real estate capital,  mortgage
and  finance  markets.  The  Company  also earns  revenue  from its real  estate
investment banking, investment and management services.

                                       2
<PAGE>



     The Company's  investment  program  emphasizes,  but is not limited to, the
following general categories of real estate and finance-related assets:

     o  Mortgage Loans. The Company pursues  opportunities to originate and fund
        senior and junior mortgage loans  ("Mortgage  Loans") to commercial real
        estate  owners and property  developers  who require  interim  financing
        until permanent financing can be obtained.  The Company's Mortgage Loans
        are  generally  not intended to be  permanent in nature,  but rather are
        intended  to be of a  relatively  short-term  duration,  with  extension
        options as deemed  appropriate,  and typically require a balloon payment
        of  principal  at  maturity.  The  Company may also  originate  and fund
        permanent Mortgage Loans in which the Company intends to sell the senior
        tranche, thereby creating a Mezzanine Loan.

     o  Mezzanine Loans.  The Company  originates  high-yielding  loans that are
        subordinate to first lien mortgage  loans on commercial  real estate and
        are  secured  either  by a  second  lien  mortgage  or a  pledge  of the
        ownership interests in the borrowing property owner. Alternatively,  the
        Company's  mezzanine  loans  can  take the  form of a  preferred  equity
        investment   in  the   borrower   with   substantially   similar   terms
        (collectively,  "Mezzanine Loans").  Generally,  the Company's Mezzanine
        Loans have a longer anticipated duration than its Mortgage Loans and are
        not intended to serve as transitional mortgage financing.

     o  Subordinated   Interests.   The  Company   pursues   rated  and  unrated
        investments in public and private subordinated interests  ("Subordinated
        Interests") in commercial collateralized mortgage obligations ("CMOs" or
        "CMO Bonds") and other CMBS.

     o  Other  Investments.  The  Company  intends  to  assemble  an  investment
        portfolio of commercial real estate and  finance-related  assets meeting
        the Company's target risk/return  profile. The Company is not limited in
        the kinds of commercial real estate and finance-related  assets in which
        it  can  invest  and   believes   that  it  is   positioned   to  expand
        opportunistically  its  financing  business.   The  Company  may  pursue
        investments  in,  among other  assets,  construction  loans,  distressed
        mortgages,  foreign real estate and  finance-related  assets,  operating
        companies,  including loan origination and loan servicing companies, and
        fee interests in real property (collectively, "Other Investments").

     The Company seeks to maximize yield through the use of leverage, consistent
with  maintaining an acceptable  level of risk.  Although there may be limits to
the leverage  that can be applied to certain of the Company's  investments,  the
Company does not intend to exceed a debt-to-equity ratio of 5:1. At December 31,
1997, the Company's debt-to-equity ratio was 1.17:1.

     Other than  restrictions  which result from the  Company's  intent to avoid
regulation under the Investment Company Act of 1940, as amended (the "Investment
Company Act"),  the Company is not subject to any restrictions on the particular
percentage  of its  portfolio  invested  in any  of the  above-referenced  asset
classes,  nor is it limited in the kinds of assets in which it can  invest.  The
Company has no predetermined  limitations or targets for  concentration of asset
type or geographic  location.  Instead of adhering to any  prescribed  limits or
targets,  the Company makes  acquisition  decisions through asset and collateral
analysis,  evaluating  investment  risks on a case-by-case  basis. To the extent
that the Company's  assets become  concentrated  in a few states or a particular
region,  the Company's  return on investment  will become more  dependent on the
economy of such states or region.  Until appropriate  investments are made, cash
available for investment may be invested in readily marketable  securities or in
interest-bearing deposit accounts.

Principal Investment Categories

     The  discussion   below  describes  the  principal   categories  of  assets
emphasized in the Company's current business plan.

    Mortgage Loans. The Company actively pursues opportunities to originate and
fund  Mortgage  Loans to real estate  owners and  property  developers  who need
interim  financing  until  permanent  financing  can be obtained.  The Company's
Mortgage  Loans  generally  are not intended to be  "permanent"  in nature,  but

                                       3
<PAGE>


rather are intended to be of a relatively  short-term  duration,  with extension
options  as deemed  appropriate,  and  generally  require a balloon  payment  at
maturity.  These types of loans are  intended to be  higher-yielding  loans with
higher interest rates and commitment fees.  Property owners or developers in the
market for these types of loans  include,  but are not limited to,  promoters of
pre-formation  REITs desiring to acquire attractive  properties to contribute to
the REIT before the formation process is complete,  traditional  property owners
and  operators  who  desire to  acquire a  property  before  it has  received  a
commitment  for a long-term  mortgage  from a  traditional  commercial  mortgage
lender,  or a property  owner or investor who has an opportunity to purchase its
existing  mortgage  debt or third party  mortgage  debt at a  discount;  in each
instance,  the Company's  loan would be secured by a Mortgage  Loan. The Company
may also originate traditional, long-term mortgage loans and, in doing so, would
compete  with  traditional  commercial  mortgage  lenders.  In  pursuing  such a
strategy,  the Company generally intends to sell or refinance the senior portion
of the mortgage loan, individually or in a pool, and retain a Mezzanine Loan. In
addition,  the  Company  believes  that,  as a result of the recent  increase in
commercial real estate  securitizations,  there are attractive  opportunities to
originate  short-term  bridge loans to owners of mortgaged  properties  that are
temporarily prevented as a result of timing and structural reasons from securing
long-term mortgage financing through securitization.

     Mezzanine  Loans.  The Company seeks to take advantage of  opportunities to
provide mezzanine financing on commercial property that is subject to first lien
mortgage debt.  The Company  believes that there is a growing need for mezzanine
capital (i.e.,  capital  representing  the level between 65% and 90% of property
value) as a result of current  commercial  mortgage  lending  practices  setting
loan-to-value targets as low as 65%. The Company's mezzanine financing takes the
form of subordinated loans, commonly known as second mortgages,  or, in the case
of loans originated for securitization,  partnership loans (also known as pledge
loans) or preferred equity  investments.  For example,  on a commercial property
subject to a first lien mortgage  loan with a principal  balance equal to 70% of
the value of the  property,  the  Company  could lend the owner of the  property
(typically a partnership) an additional 15% to 20% of the value of the property.
The  Company  believes  that as a result of (i) the  significant  changes in the
lending  practices of  traditional  commercial  real estate  lenders,  primarily
relating to more  conservative  loan-to-value  ratios,  and (ii) the significant
increase in securitized lending with strict  loan-to-value ratios imposed by the
rating  agencies,  there will continue to be an increasing  demand for mezzanine
capital by property owners.

     Typically in a Mezzanine Loan, as security for its debt to the Company, the
property  owner would pledge to the Company  either the property  subject to the
first lien (giving the Company a second lien  position  typically  subject to an
inter-creditor  agreement) or the limited partnership and/or general partnership
interest in the owner. If the owner's general  partnership  interest is pledged,
then the  Company  would be in a  position  to take  over the  operation  of the
property  in the event of a default  by the  owner.  By  borrowing  against  the
additional value in their  properties,  the property owners obtain an additional
level of  liquidity  to apply to  property  improvements  or  alternative  uses.
Mezzanine Loans generally provide the Company with the right to receive a stated
interest rate on the loan balance plus various  commitment  and/or exit fees. In
certain  instances,  the Company may  negotiate to receive a  percentage  of net
operating income or gross revenues from the property,  payable to the Company on
an ongoing  basis,  and a percentage  of any increase in value of the  property,
payable upon maturity or  refinancing of the loan, or the Company will otherwise
seek terms to allow the Company to charge an interest rate that would provide an
attractive risk-adjusted return. Alternatively, the Mezzanine Loans can take the
form of a non-voting  preferred  equity  investment in a single  purpose  entity
borrower with substantially similar terms.

     In connection  with its mezzanine  lending and  investing  activities,  the
Company may elect to pursue strategic  alliances with lenders such as commercial
banks and Wall Street  conduits who do not have a mezzanine  lending  capability
and are  therefore  perceived to be at a competitive  disadvantage.  The Company
believes that such alliances  could  accelerate  the Company's loan  origination
volume,  assist in performing  underwriting  due diligence and reduce  potential
overhead.

     Subordinated Interests. The Company acquires rated and unrated Subordinated
Interests in commercial  mortgage-backed  securities issued in public or private
transactions.  CMBS  typically are divided into two or more  classes,  sometimes
called "tranches." The senior classes are higher "rated"  securities,  which are
rated from low  investment  grade  ("BBB") to higher  investment  grade ("AA" or
"AAA").  The  junior,  subordinated  classes  typically  include a lower  rated,
non-investment grade "BB" and 

                                       4
<PAGE>

"B" class, and an unrated, high yielding,  credit support class (which generally
is required to absorb the first losses on the underlying  mortgage  loans).  The
Company currently invests in the  non-investment  grade tranches of Subordinated
Interests.   The  Company  may  pursue  the   acquisition   of  performing   and
non-performing  (i.e.,  defaulted)  Subordinated  Interests.  CMBS generally are
issued either as CMOs or pass-through certificates that are not guaranteed by an
entity having the credit  status of a  governmental  agency or  instrumentality,
although they generally are  structured  with one or more of the types of credit
enhancement  arrangements  to  reduce  credit  risk.  In  addition,  CMBS may be
illiquid.

     The credit  quality of CMBS depends on the credit quality of the underlying
mortgage  loans  forming  the  collateral  for the  securities.  CMBS are backed
generally by a limited number of commercial or  multifamily  mortgage loans with
larger  principal  balances than those of single  family  mortgage  loans.  As a
result,  a loss on a single  mortgage loan underlying a CMBS will have a greater
negative effect on the yield of such CMBS, especially the Subordinated Interests
in such CMBS.

     Before  acquiring  Subordinated  Interests,  the Company  performs  certain
credit underwriting and stress testing to attempt to evaluate future performance
of the mortgage collateral  supporting such CMBS,  including (i) a review of the
underwriting  criteria used in making  mortgage  loans  comprising  the Mortgage
Collateral for the CMBS, (ii) a review of the relative  principal amounts of the
loans,  their  loan-to-value  ratios as well as the mortgage  loans' purpose and
documentation,  (iii) where available, a review of the historical performance of
the  loans  originated  by the  particular  originator  and (iv)  some  level of
re-underwriting the underlying mortgage loans, including, selected site visits.

     Unlike the owner of mortgage loans, the owner of Subordinated  Interests in
CMBS ordinarily does not control the servicing of the underlying mortgage loans.
In this  regard,  the Company  attempts to  negotiate  for the right to cure any
defaults on senior CMBS classes and for the right to acquire such senior classes
in the event of a default or for other  similar  arrangements.  The  Company may
also seek to  acquire  rights to service  defaulted  mortgage  loans,  including
rights to  control  the  oversight  and  management  of the  resolution  of such
mortgage loans by workout or modification of loan provisions,  foreclosure, deed
in lieu of  foreclosure or otherwise,  and to control  decisions with respect to
the preservation of the collateral generally,  including property management and
maintenance  decisions ("Special Servicing Rights") with respect to the mortgage
loans  underlying CMBS in which the Company owns a Subordinated  Interest.  Such
rights to cure defaults and Special  Servicing Rights may give the Company,  for
example,  some control over the timing of  foreclosures  on such mortgage  loans
and, thus, may enable the Company to reduce losses on such mortgage  loans.  The
Company is currently a special  servicer with respect to one of its Subordinated
Interest investments, but is not currently a rated special servicer. The Company
may seek to  become  rated as a special  servicer,  or  acquire a rated  special
servicer.  Until the Company  can act as a rated  special  servicer,  it will be
difficult to obtain Special  Servicing Rights with respect to the mortgage loans
underlying  Subordinated  Interests.  Although  the  Company's  strategy  is  to
purchase  Subordinated  Interests  at a price  designed to return the  Company's
investment  and generate a profit  thereon,  there can be no assurance that such
goal will be met or,  indeed,  that the Company's  investment in a  Subordinated
Interest will be returned in full or at all.

     The  Company  believes  that it will not be, and  intends  to  conduct  its
operations  so as not to become,  regulated as an  investment  company under the
Investment  Company Act. The Investment  Company Act generally  exempts entities
that are "primarily engaged in purchasing or otherwise  acquiring  mortgages and
other liens on and  interests  in real  estate"  ("Qualifying  Interests").  The
Company  intends  to  rely  on  current  interpretations  by  the  staff  of the
Commission  in an effort  to  qualify  for this  exemption.  To comply  with the
foregoing guidance,  the Company, among other things, must maintain at least 55%
of its assets in  Qualifying  Interests  and also may be required to maintain an
additional  25% in  Qualifying  Interests or other real  estate-related  assets.
Generally,  the Mortgage  Loans and certain of the Mezzanine  Loans in which the
Company may invest constitute Qualifying Interests. While Subordinated Interests
generally  do not  constitute  Qualifying  Interests,  the  Company  may seek to
structure  such  investments  in  a  manner  where  the  Company  believes  such
Subordinated  Interests may  constitute  Qualifying  Interests.  The Company may
seek,  where  appropriate,  (i) to obtain  foreclosure  rights or other  similar
arrangements  (including  obtaining  Special  Servicing  Rights  before or after
acquiring or becoming a rated special  servicer)  with respect to the underlying
mortgage loans, although there can be no assurance that it will be able to do so
on acceptable terms or (ii) to acquire Subordinated Interests  collateralized by
whole pools of mortgage loans. As a result

                                       5

<PAGE>

of obtaining  such rights or whole pools of mortgage  loans as  collateral,  the
Company  believes  that  the  related  Subordinated  Interests  will  constitute
Qualifying  Interests  for purposes of the  Investment  Company Act. The Company
does not intend,  however, to seek an exemptive order, no-action letter or other
form of interpretive guidance from the Commission or its staff on this position.
Any decision by the Commission or its staff advancing a position with respect to
whether such Subordinated Interests constitute Qualifying Interests that differs
from the position  taken by the Company could have a material  adverse effect on
the Company.

     Other  Investments. The Company may also pursue a variety of  complementary
commercial  real  estate  and  finance-related  businesses  and  investments  in
furtherance of executing its current business plan. Such activities include, but
are not limited to, investments in other classes of mortgage-backed  securities,
financial  asset   securitization   investment  trusts  ("FASITs"),   distressed
investing in non-performing  and  sub-performing  loans and fee owned commercial
real property,  whole loan  acquisition  programs,  foreign real  estate-related
asset investments, note financings, environmentally hazardous lending, operating
company  investing/lending,  construction and  rehabilitation  lending and other
types of financing activity.  Any lending with regard to the foregoing may be on
a secured or an  unsecured  basis and will be subject to risks  similar to those
attendant to  investing  in Mortgage  Loans,  Mezzanine  Loans and  Subordinated
Interests.  The  Company  seeks to  maximize  yield by  managing  credit risk by
employing its credit underwriting procedures, although there can be no assurance
that the Company  will be  successful  in this  regard.  The Company is actively
investigating potential business acquisition opportunities that it believes will
complement the Company's  operations  including firms engaged in commercial loan
origination, loan servicing, mortgage banking, financing activities, real estate
loan and property  acquisitions and real estate investment  banking and advisory
services  similar to or related to the  services  provided  by the  Company.  No
assurance  can be  given  that  any  such  transactions  will be  negotiated  or
completed or that any business  acquired can be efficiently  integrated with the
Company's ongoing operations.

Portfolio Management

     The following describes some of the portfolio management practices that the
Company  may  employ  from  time to time to earn  income,  facilitate  portfolio
management   (including  managing  the  effect  of  maturity  or  interest  rate
sensitivity)  and mitigate risk (such as the risk of changes in interest rates).
There can be no assurance  that the Company will not amend or deviate from these
policies or adopt other policies in the future.

     Leverage and Borrowing.  The success of the Company's current business plan
is dependent upon the Company's ability to grow its portfolio of invested assets
through the use of leverage.  The Company intends to leverage its assets through
the use of, among other  things,  bank credit  facilities  including  the Credit
Facility,  secured and unsecured  borrowings,  repurchase  agreements  and other
borrowings,  when there is an  expectation  that such  leverage will benefit the
Company;  such  borrowings  may  have  recourse  to the  Company  in the form of
guarantees or other obligations.  If changes in market conditions cause the cost
of such  financing  to increase  relative to the income that can be derived from
investments made with the proceeds thereof, the Company may reduce the amount of
leverage it utilizes.  Obtaining  the  leverage  required to execute the current
business plan will require the Company to maintain  interest coverage ratios and
other  covenants  meeting  market  underwriting  standards.  In  leveraging  its
portfolio,  the Company plans not to exceed a  debt-to-equity  ratio of 5:1. The
Company  has also  agreed it will not incur any  indebtedness  if the  Company's
debt-to-equity  ratio would exceed 5:1 without the prior written  consent of the
holders of a majority of the outstanding Class A Preferred Shares.

     Leverage creates an opportunity for increased income,  but at the same time
creates  special risks.  For example,  leveraging  magnifies  changes in the net
worth of the  Company.  Although  the amount owed will be fixed,  the  Company's
assets may change in value  during  the time the debt is  outstanding.  Leverage
will create  interest  expense for the Company that can exceed the revenues from
the assets  retained.  To the extent the revenues  derived from assets  acquired
with  borrowed  funds exceed the interest  expense the Company will have to pay,
the  Company's  net income will be greater than if borrowing  had not been used.

                                       6

<PAGE>

Conversely, if the revenues from the assets acquired with borrowed funds are not
sufficient to cover the cost of borrowing, the net income of the Company will be
less than if borrowing had not been used.

     In order to grow and  enhance its return on equity,  the Company  currently
utilizes  two  sources for  liquidity  and  leverage:  the Credit  Facility  and
repurchase agreements.

     Credit  Facility.  As previously  discussed,  the Company  entered into the
Credit  Facility with a commercial  lender in September 1997 that provides for a
three-year  $150  million  line of credit.  The  Credit  Facility  provides  for
advances  to fund  lender-approved  loans and  investments  made by the  Company
("Funded Portfolio Assets").

     The  obligations of the Company under the Credit Facility are to be secured
by pledges of the Funded  Portfolio  Assets  acquired  with  advances  under the
Credit Facility. Borrowings under the Credit Facility bear interest at specified
rates over LIBOR,  which rate may fluctuate based upon the credit quality of the
Funded Portfolio Assets. Upon the signing of the credit agreement,  a commitment
fee was due and when  the  total  borrowings under  the  agreement  exceed   $75
million, an additional fee is due. In addition, each advance requires payment of
a drawdown fee. The Credit Facility  provides for margin calls on asset-specific
borrowings in the event of asset quality  and/or market value  deterioration  as
determined under the credit agreement.  The Credit Facility  contains  customary
representations and warranties,  covenants and conditions and events of default.
The Credit  Facility  also contains a covenant  obligating  the Company to avoid
undergoing an ownership  change that results in Craig M. Hatkoff,  John R. Klopp
or Samuel Zell no longer  retaining their senior offices and  trusteeships  with
the Company and practical control of the Company's business and operations.

     On December 31, 1997, the unused Credit Facility  amounted to $70.1 million
providing the Company with adequate liquidity for its short term needs.

     Repurchase  Agreements.  The  Company  has  entered  into  four  repurchase
agreements  and may enter into other such  agreements  under  which the  Company
would  sell  assets  to a third  party  with the  commitment  that  the  Company
repurchase  such assets from the  purchaser  at a fixed price on an agreed date.
Repurchase  agreements  may be  characterized  as loans to the Company  from the
other party that are secured by the  underlying  assets.  The  repurchase  price
reflects the  purchase  price plus an agreed  market rate of interest,  which is
generally paid on a monthly basis.

Interest Rate Management Techniques

     The  Company  has  engaged in and will  continue  to engage in a variety of
interest rate  management  techniques  for the purpose of managing the effective
maturity or interest rate of its assets  and/or  liabilities.  These  techniques
also may be used to attempt to protect  against  declines in the market value of
the Company's  assets  resulting from general  trends in debt markets.  Any such
transaction  is subject  to risks and may limit the  potential  earnings  on the
Company's investments in real estate-related assets. Such techniques may include
puts and calls on  securities  or  indices  of  securities,  Eurodollar  futures
contracts  and options on such  contracts,  interest rate swaps (the exchange of
fixed rate payments for floating-rate payments) or other such transactions.  The
Company uses interest  rate swaps and interest rate caps to hedge  mismatches in
interest  rate  maturities,  to reduce the  Company's  exposure to interest rate
fluctuations  and to provide more stable spreads between  investment  yields and
the rates on their financing sources.

Real Estate Investment Banking, Advisory and Asset Management Services

     The Company  provides real estate  investment  banking,  advisory and asset
management  services  through its Victor  Capital  subsidiary,  which  commenced
operations in 1989. Victor Capital provides such services to an extensive client
roster of real estate investors,  owners,  developers and financial institutions
in connection with mortgage financings,  securitizations,  joint ventures,  debt
and  equity  investments,  mergers  and  acquisitions,   portfolio  evaluations,
restructurings and disposition  programs.  Victor Capital's senior professionals
average 16 years of experience in the real estate financial services industry.

     Real  Estate  Investment  Banking and  Advisory  Services.  Victor  Capital
provides an array of real estate  investment  banking and advisory services to a
variety of clients such as financial institutions, including banks and insurance
companies,  public  and  private  owners of  commercial  real  estate,  creditor
committees and investment funds. In such transactions,  Victor Capital typically
negotiates for a retainer  and/or a 
                                       7

<PAGE>


monthly  fee plus  disbursements;  these fees are  typically  applied  against a
success-oriented  fee,  which is based on achieving  the client's  goals.  While
dependent upon the size and complexity of the transaction, Victor Capital's fees
for capital raising  assignments are generally in the range of 0.5% to 3% of the
total  amount  of  debt  and  equity  raised.  For  pure  real  estate  advisory
assignments, a fee is typically negotiated in advance and can take the form of a
flat fee or a monthly retainer. In certain instances,  Victor Capital negotiates
for the right to  receive a portion  of its  compensation  in-kind,  such as the
receipt of stock in a publicly traded company.

     Real Estate Asset  Management  Services.  Victor Capital  provides its real
estate asset management  services  primarily to institutional  investors such as
public and private money management firms. Victor Capital's services may include
the  identification and acquisition of specific mortgage loans and/or properties
and the  management  and  disposition  of these  assets.  As of the date hereof,
Victor  Capital  had  seven  such  assignments  representing  an asset  value of
approximately $1 billion and of approximately 7 million square feet.

Factors which may Affect the Company's Business Strategy

     The success of the Company's business strategy depends in part on important
factors,  many  of  which  are  not  within  the  control  of the  Company.  The
availability of desirable loan and investment  opportunities  and the results of
the Company's  operations  will be affected by the amount of available  capital,
the level and volatility of interest rates,  conditions in the financial markets
and general economic conditions. There can be no assurances as to the effects of
unanticipated  changes in any of the foregoing.  The Company's business strategy
also depends on the ability to grow its portfolio of invested assets through the
use of  leverage.  There can be no  assurance  that the Company  will be able to
obtain  and  maintain  targeted  levels  of  leverage  or that  the cost of debt
financing  will  increase  relative  to the  income  generated  from the  assets
acquired  with such  financing  and cause the  Company  to reduce  the amount of
leverage it utilizes. The Company risks the loss of some or all of its assets or
a  financial  loss  if  the  Company  is  required  to  liquidate  assets  at  a
commercially inopportune time.

     The Company confronts the prospect that competition from other providers of
mezzanine  capital may lead to a lowering of the  interest  rates  earned on the
Company's  interest-earning  assets  that may not be offset  by lower  borrowing
costs.  Changes in interest  rates are also  affected  by the rate of  inflation
prevailing  in the economy.  A  significant  reduction  in interest  rates could
increase  prepayment rates and thereby reduce the projected  average life of the
Company's  CMBS  investments.  While the  Company  may  employ  various  hedging
strategies,  there can be no assurance  that the Company  would not be adversely
affected during any period of changing interest rates. In addition,  many of the
Company's assets will be at risk to the  deterioration in or total losses of the
underlying  real  property  securing  the  assets,  which may not be  adequately
covered by insurance  necessary to restore the Company's  economic position with
respect to the affected property.

Competition

     The  Company is  engaged  in a highly  competitive  business.  The  Company
competes for loan and investment  opportunities  with many new entrants into the
specialty  finance business  emphasized in its current business plan,  including
numerous public and private real estate investment vehicles, including financial
institutions  (such as  mortgage  banks,  pension  funds,  and  REITs) and other
institutional   investors,   as  well  as  individuals.   Many  competitors  are
significantly larger than the Company, have well established operating histories
and may have access to greater  capital and other  resources.  In addition,  the
real estate  services  industry  is highly  competitive  and there are  numerous
well-established   competitors   possessing   substantially  greater  financial,
marketing,  personnel and other  resources than Victor  Capital.  Victor Capital
competes with national, regional and local real estate service firms.

 Government Regulation

     Capital Trust's activities,  including the financing of its operations, are
subject to a variety of federal and state  regulations  such as those imposed by
the Federal Trade Commission and the Equal Credit  

                                       8

<PAGE>


Opportunity  Act. In  addition,  a majority of states have  ceilings on interest
rates chargeable to customers in financing transactions.

 Employees

     As of December 31, 1997,  the Company  employed 23 full-time  professionals
and six other full-time  employees.  None of the Company's employees are covered
by a collective  bargaining  agreement and management considers the relationship
with its employees to be good.

                                       9


<PAGE>



------------------------------------------------------------------------------

Item 2.           Properties
------------------------------------------------------------------------------

     The Company's principal executive and administrative offices are located in
approximately  18,700  square feet of office space  leased at 605 Third  Avenue,
26th Floor, New York, New York 10016 and its telephone number is (212) 655-0220.
The lease for such space expires in April 2000.  The Company  believes that this
office space is suitable for its current operations for the foreseeable future.


------------------------------------------------------------------------------

Item 3.           Legal Proceedings
------------------------------------------------------------------------------

     The Company is not a party to any material litigation or legal proceedings,
or to the best of its knowledge, any threatened litigation or legal proceedings,
which,  in the opinion of management,  individually  or in the aggregate,  would
have a  material  adverse  effect on its  results  of  operations  or  financial
condition.


------------------------------------------------------------------------------

Item 4.           Submission of Matters to a Vote of Security Holders
------------------------------------------------------------------------------

     There were no matters  submitted to a vote of security  holders  during the
fourth quarter of 1997.

                                       10


<PAGE>



                                     PART II
------------------------------------------------------------------------------

Item 5.  Market for the Registrant's Common Equity and Related Security Holder 
         Matters
------------------------------------------------------------------------------

     Capital  Trust's Shares are listed on the New York Stock  Exchange  ("NYSE)
and the Pacific Stock  Exchange.  The trading symbol for Capital Trust's Class A
Common Shares is "CT". The Trust had approximately 1,577  shareholders-of-record
at February 20, 1998.

     The table  below sets  forth,  for the  calendar  quarters  indicated,  the
reported high and low sale prices of the Company's Class A Common Shares and the
Company's common shares of beneficial interest, $1.00 par value (the "Old Common
Shares"),  which were reclassified as the Class A Common Shares on July 15, 1997
in  connection  with  the  adoption  of  the  Company's   Amended  and  Restated
Declaration of Trust (the "Restated Declaration"), as reported on the NYSE based
on published financial sources.

                                                        High           Low
  1995
  First Quarter........................................$  1 7/8.......$  1 5/8
  Second Quarter..........................................1 7/8..........1 1/2
  Third Quarter...........................................1 7/8..........1 1/2
  Fourth Quarter..........................................1 5/8..........1 1/8

  1996
  First Quarter...........................................1 1/2..........1 1/8
  Second Quarter..........................................1 7/8..........1 3/8
  Third Quarter...........................................2 3/4..........1 5/8
  Fourth Quarter..........................................2 7/8..........1 7/8

  1997
  First Quarter...........................................6 7/8..........2 5/8
  Second Quarter..........................................6 1/8..........4 1/2
  Third Quarter..........................................11 3/8..........5 3/4
  Fourth Quarter.........................................15 1/8..........9 13/16

     The Company paid no  dividends to holders of Class A Common  Shares (or Old
Common Shares) in 1997 and 1996.

     The  Company  does not expect to declare  or pay  dividends  on its Class A
Common  Shares in the  foreseeable  future.  The Company's  current  policy with
respect to  dividends is to reinvest  earnings to the extent that such  earnings
are in excess of the  dividend  requirements  on the Class A  Preferred  Shares.
Pursuant  to  the  certificate  of  designation,  preferences  and  rights  (the
"Certificate of Designation") of the class A 9.5% cumulative preferred shares of
beneficial interest,  $1.00 par value (the "Class A Preferred Shares"),  and the
class B 9.5% cumulative preferred shares of beneficial interest, $1.00 par value
(the "Class B Preferred  Shares and together with the Class A Preferred  Shares,
the Preferred  Shares"),  in the Company unless all accrued  dividends and other
amounts then accrued through the end of the last dividend period and unpaid with
respect to the  Preferred  Shares  have been paid in full,  the  Company may not
declare  or pay or set apart for  payment  any  dividends  on the Class A Common
Shares or Class B Common Shares.  The Certificate of Designation  provides for a
semi-annual  dividend of $0.1278 per share on the Class A Preferred Shares based
on a  dividend  rate of 9.5%,  amounting  to an  aggregate  annual  dividend  of
$3,135,000 based on the 12,267,658  shares of Class A Preferred Shares currently
outstanding. There are no Class B Preferred Shares currently outstanding.



                                       11


<PAGE>



------------------------------------------------------------------------------

Item 6.           Selected Financial Data
------------------------------------------------------------------------------

     Prior to July 1997, the Company operated as a REIT, originating, acquiring,
operating  or  holding   income-producing  real  property  and  mortgage-related
investments. Therefore, the Company's historical financial information as of and
for the years ended December 31, 1996, 1995, 1994, and 1993 does not reflect any
operating results from its specialty  finance or real estate investment  banking
services  operations.  The  following  selected  financial  data relating to the
Company have been derived from the historical financial statements as of and for
the years ended December 31, 1997,  1996,  1995,  1994, and 1993. Other than the
data for the year ended  December 31, 1997,  none of the following  data reflect
the results of the  acquisition of Victor Capital and the issuance of 12,267,658
Class A Preferred  Shares for $33  million,  both of which  occurred on July 15,
1997, or the Offering completed in December 1997. For these reasons, the Company
believes  that the  following  information  is not  indicative  of the Company's
current business.

<TABLE>
<CAPTION>


                                                            Years Ended December 31,
                                            -------------------------------------------------------------
                                               1997         1996        1995        1994         1993
                                            ------------ ----------- ------------------------ -----------
                                                   (in thousands, except for per share data)
STATEMENT OF OPERATIONS DATA:
REVENUES:
<S>                                          <C>           <C>          <C>         <C>        <C>     
Interest and investment income...............$   6,445     $ 1,136      $ 1,396     $ 1,675    $    924
Advisory and asset management fees...............1,698         --           --          --          --
Rental income....................................  307       2,019        2,093       2,593       4,555
Other............................................  --          --            46         519          --

                                            ------------ ----------- ------------------------ -----------
   Total revenues................................8,450       3,155        3,535       4,787       5,479
                                            ------------ ----------- ------------------------ -----------
OPERATING EXPENSES:
Interest.........................................2,379         547          815       1,044       1,487
General and administrative.......................9,463       1,503          933         813         662
Rental property expenses.........................  124         781          688       2,034       2,797
Depreciation and amortization....................   92          64          662         595         847
                                            ------------ ----------- ------------------------ -----------
   Total operating expenses.....................12,058       2,895        3,098       4,486       5,793
                                            ------------ ----------- ------------------------ -----------
OPERATING INCOME (LOSS) BEFORE LOSS ON
   FORECLOSURE OR SALE OF INVESTMENTS,
   PROVISION FOR POSSIBLE CREDIT LOSSES AND
   INCOME TAXES ..........................      (3,608)        260          437         301        (314)
  
Loss on foreclosure or sale of investments
   and provision for possible credit losses...... (894)       (674)      (3,215)       (337)     (7,797)
Income tax expense                                 (55)        --           --          --          --
                                            ------------ ----------- ------------------------ -----------
NET LOSS........................................(4,557)       (414)      (2,778)        (36)     (8,111)
Less: Class A Preferred Share dividend and      
   dividend requirement.........................(1,471)        --           --          --          --
                                            ============ =========== ======================== ===========
Net loss allocable to Class A Common Shares .$  (6,028)    $  (414)    $ (2,778)   $    (36)    $(8,111)
                                            ============ =========== ======================== ===========
                                            ============ =========== ======================== ===========
PER SHARE INFORMATION:
Net loss per Class A Common Share, basic    
   and diluted..............................$    (0.63)    $ (0.05)   $   (0.30)    $ (0.00)   $  (0.88)
                                            ============ =========== ======================== ===========
Weighted average Class A Common Shares      
   outstanding, basic and diluted............... 9,527       9,157        9,157       9,157       9,165
                                            ============ =========== ======================== ===========


                                                              As of December 31,
                                            -------------------------------------------------------------
                                               1997         1996        1995        1994         1993
                                            ------------ ----------- ------------------------ -----------
BALANCE SHEET DATA:
Total assets...................................$317,366     $30,036      $33,532     $36,540     $42,194
Total liabilities...............................174,077       5,565        8,625       8,855      13,583
Shareholders' equity............................143,289      24,471       24,907      27,685      28,611

</TABLE>

     The average net loss per Class A Common  Share  amounts prior to 1997 have
been  restated as required to comply with  Statement of Financial  Standards No.
128,  "Earnings  per Share"  ("Statement  No. 128").  For further  discussion of
Earnings per Class A Common Share and the impact of Statement  No. 128, see Note
19 to the Company's consolidated financial statements. 

                                       12
<PAGE>

------------------------------------------------------------------------------

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations
------------------------------------------------------------------------------

 Overview

     Prior to July 1997, the Company operated as a REIT, originating, acquiring,
operating  or  holding   income-producing  real  property  and  mortgage-related
investments.  Since the Company's  1997 annual meeting of  shareholders  held on
July 15,  1997 (the  "1997  Annual  Meeting"),  the  Company  has  pursued a new
strategic  direction  with a focus  on  becoming  a  specialty  finance  company
designed primarily to take advantage of high-yielding  mezzanine investments and
other real estate asset and finance  opportunities in commercial real estate. As
contemplated  by its new  business  plan,  the Company no longer  qualifies  for
treatment  as  a  REIT  for  federal  income  tax  purposes.  Consequently,  the
information set forth below with regard to historical  results of operations for
the years  ended  December  31,  1996 and 1995 does not  reflect  any  operating
results  from  the  Company's   specialty  finance  activities  or  real  estate
investment  banking services nor the Company's current loan and other investment
portfolio.  The results for the year ended  December  31, 1997  reflect  partial
implementation of the Company's current business plan as discussed below.

     The discussion  contained  herein gives effect to the  reclassification  on
July 15, 1997 of the Old Common Shares as Class A Common Shares.

Recent Developments Preceding Implementation of the New Business Plan

     On January 3, 1997,  CRIL,  an affiliate of EGI and Samuel Zell,  purchased
from the Company's former parent  6,959,593 Class A Common Shares  (representing
approximately  76%  of  the  then-outstanding  Class  A  Common  Shares)  for an
aggregate  purchase  price of  $20,222,011.  Prior to the  purchase,  which  was
approved  by the  then-incumbent  Board  of  Trustees,  EGI and  Victor  Capital
presented  to the  Company's  then-incumbent  Board of  Trustees a proposed  new
business plan in which the Company would cease to be a REIT and instead become a
specialty finance company designed  primarily to take advantage of high-yielding
mezzanine  investment  and other real estate asset  opportunities  in commercial
real estate.  EGI and Victor Capital also proposed that they provide the Company
with a new  management  team to implement the business plan and that they invest
through  an  affiliate  a minimum of $30.0  million in a new class of  preferred
shares to be issued by the Company.

     The Board of Trustees approved CRIL's purchase of the former parent's Class
A Common  Shares,  the new business  plan and the issuance of a minimum of $30.0
million of a new class of  preferred  shares of the  Company at $2.69 per share,
such  shares to be  convertible  into Class A Common  Shares of the Company on a
one-for-one  basis.  The Board of  Trustees  considered  a number of  factors in
approving  the  foregoing,  including  the  attractiveness  of the  proposed new
business plan, the significant real estate  investment and financing  experience
of the proposed new management team and the significant amount of equity capital
the Company would obtain from the proposed preferred share investment. The Board
also considered the terms of previous  alternative offers to purchase the former
parent's  interest in the Company of which the Board was aware and the fact that
the average  price of the Company's Old Common Shares during the 60 trading days
preceding the Board of Trustees  meeting at which the proposed  preferred equity
investment  was approved was $2.38 per share.  The Company  subsequently  agreed
that,  concurrently  with the  consummation  of the  proposed  preferred  equity
investment,  it would  acquire for $5.0  million  Victor  Capital's  real estate
investment  banking,  advisory and asset  management  businesses,  including the
services of its experienced management team.

     At the  1997  Annual  Meeting,  the  Company's  shareholders  approved  the
investment,   pursuant  to  which  the  Company  would  issue  and  sell  up  to
approximately  $34.0 million of Class A Preferred Shares to Veqtor, an affiliate
of Samuel Zell and the  principals  of Victor  Capital (the  "Investment").  The
Company's  shareholders  also approved the Restated  Declaration,  which,  among
other things, reclassified the

                                       13

<PAGE>

Company's  Old  Common  Shares as Class A Common  Shares  and
changed the Company's name to "Capital Trust."

     Immediately   following  the  1997  Annual  Meeting,   the  Investment  was
consummated;  12,267,658  Class A  Preferred  Shares  were sold to Veqtor for an
aggregate  purchase price of $33,000,000  pursuant to the terms of the preferred
share purchase agreement,  dated as of June 16, 1997, by and between the Company
and Veqtor.  Concurrently with the foregoing  transaction,  Veqtor purchased the
6,959,593 Class A Common Shares held by CRIL for an aggregate  purchase price of
approximately  $21.3  million.  As a result  of these  transactions,  currently,
Veqtor  beneficially owns 19,227,251 (or  approximately  63%) of the outstanding
voting  shares of the Company.  Veqtor  funded the  approximately  $54.3 million
aggregate  purchase  price for the Class A Common  Shares and Class A  Preferred
Shares  with $5.0  million of capital  contributions  from its members and $50.0
million of borrowings  under the 12% convertible  redeemable  notes (the "Veqtor
Notes")  issued to four  institutional  investors.  The Veqtor  Notes may in the
future be  converted  into  preferred  interests  in Veqtor  that may in turn be
redeemed  for an aggregate  of  9,899,710  voting  shares of the Company held by
Veqtor.

     In addition, immediately following the 1997 Annual Meeting, the acquisition
of the real estate  services  businesses of Victor Capital was consummated and a
new management  team was appointed by the Company from among the ranks of Victor
Capital's  professional team and elsewhere.  The Company thereafter  immediately
commenced full  implementation  of its current business plan under the direction
of its newly elected board of trustees and new management team.

Overview of Financial  Condition  Following  Implementation  of the New Business
Plan

     During 1997, the Company  completed two significant  equity capital raising
share issuance  transactions  and obtained its $150 million Credit Facility that
enabled the Company to grow its assets from $30.0 million to $317.4 million.  On
July 15, 1997, the Company sold  12,267,658  Class A Preferred  Shares to Veqtor
resulting in net proceeds to the Company of approximately  $32.9 million.  As of
September 30, 1997, the Company  obtained the $150 million Credit  Facility.  On
December  16,  1997,  the Company sold  9,000,000  Class A Common  Shares in the
Offering  resulting  in net  proceeds  to the  Company  of  approximately  $91.4
million.  This  significant  infusion  of cash  allowed  the  Company  to  fully
implement its current business plan as a specialty finance company.  The Company
used a combination  of its additional  capital and  borrowings  under the Credit
Facility to make the investments described in the following paragraph.

     Since June 30, 1997, the Company has  identified,  negotiated and committed
to fund or  acquire  twelve  loan and  investment  transactions,  including  six
Mortgage  Loans  totaling  $169.7  million (one of which was satisfied  prior to
December 31, 1997),  five  Mezzanine  Loans  totaling $75.0 million and one CMBS
subordinated  interest  investment for $49.6 million.  The Company believes that
these  investments  will provide  investment  yields within the Company's target
range of 400 to 600 basis points above LIBOR.  The Company  maximizes its return
on equity by utilizing its existing cash on hand and then employing  leverage on
its  investments  (employing a cash  optimization  model).  The Company may make
investments  with yields  that fall  outside of the  investment  range set forth
above, but that correspond with the level of risk perceived by the Company to be
inherent in such  investments.  At December 31, 1997,  the Company had loans and
investments  totaling  in  excess of $250  million  outstanding  resulting  from
transactions completed since the implementation of its current business plan and
had existing  commitments for approximately  $26.9 million of additional funding
under certain of the loans originated in such transactions.

     When  possible,  in connection  with the  acquisition of  investments,  the
Company obtains seller financing in the form of repurchase agreements.  Three of
the  transactions  described in the above paragraph were financed in this manner
for a total of $72.7  million.  These  financings  are  generally  completed  at
discounted terms from those available under the Credit  Facility.  The remaining
transactions  were funded with cash on hand from the proceeds of the sale of the
Company's shares and through  borrowings under the Credit  Facility.  

                                       14


<PAGE>

At December 31, 1997,  the Company had $79.9 million of  outstanding  borrowings
under the Credit Facility.

     As of December 31, 1997,  the Company's new investment and loan assets have
been hedged so that the assets and the corresponding liabilities were matched at
floating rates over LIBOR.  During the period from July 15, 1997 to December 31,
1997,  significant  advisory  income  collected,  as a result  of the  Company's
acquisition  of Victor  Capital was applied as a reduction  of the excess of the
acquisition  purchase  price over net tangible  assets  acquired and thereby not
reflected as revenue.

Results of Operations

     Total  Revenues.  Total revenues were  $8,450,000 in 1997, an increase from
$3,155,000 in 1996,  which were down from  $3,535,000  in 1995.  The increase in
1997 was due to the implementation of the Company's current business plan in the
second  half of the year.  The  Company  began to collect  interest on loans and
investments  originated  or  acquired  during  this period and began to generate
advisory and management fees from its newly acquired subsidiary, Victor Capital.
The Company also generated  additional  interest  income from bank deposits over
the amount  earned the previous  year due to  significant  cash balances on hand
from the sale of Class A Preferred  Shares in the  Investment and Class A Common
Shares in the  Offering.  These  increases  were  offset by a decrease in rental
income resulting from the disposition of all rental  properties  during 1996 and
1997. The decrease reported in 1996 was primarily  attributable to a decrease in
interest  revenue as a result of the  liquidation  of a portion of the Company's
note portfolio and decreased rental revenues.

     Interest  and  related  income  from  loans  and  other   investments   was
$4,992,000,  up from $470,000 in 1996,  which was down from  $1,148,000 in 1995.
The increase in 1997 was due to the  implementation  of the  Company's  business
plan in the second half of the year when the Company  began to collect  interest
on loans and investments  made during this period.  The decrease in 1996 was the
result  of a lower  amount  of  interest  received  due to the  sale of  certain
mortgage notes.

     Rental revenues at the Company's commercial properties were $307,000,  down
from  $2,019,000 in 1996,  which were down from $2,093,000 in 1995. The decrease
in 1997 from that received in 1996 was due to the sale of the properties  during
1996 and 1997 which were generating the income.  The decrease in rental revenues
reported in 1996 was attributable  primarily to the absence of rent collected at
the two properties  that were sold in the first half of 1996. No rental revenues
were  generated by the Company's  hotel  property in 1996,  which was foreclosed
upon after the Company suspended debt service payments.

     Other  interest  income was  $1,453,000  in 1997, up from $666,000 in 1996,
which was up from  $248,000  in 1995.  The  increase in 1997 was a result of the
Company  generating  additional  interest  income  from  bank  deposits  due  to
significant  cash balances on hand from sale of Class A Preferred  Shares in the
Investment  and Class A Common Shares in the Offering.  The increase in 1996 was
created by an  increase  in  interest  earned on cash  accounts  and  marketable
securities,  the  additional  cash balances  generated  from the sale of several
rental properties and notes receivable.

     Total  Expenses.  Total expenses were  $12,058,000,  up from  $2,895,000 in
1996,  which was down from  $3,098,000 in 1995. In 1997,  total expenses were up
due primarily to a $7,960,000  increase in general and  administrative  expenses
from the  implementation  of the current business plan and the related hiring of
executive officers and employees,  principally from the ranks of Victor Capital,
following  the  acquisition  thereof.  The  reduction  in  expenses  in 1996 was
primarily the result of the downsizing of the Company's portfolio, which reduced
depreciation, interest expense and associated property operating expenses.

     Interest  and  related  expense  from  loans  and  other   investments  was
$2,223,000,  up from $86,000 in 1996,  which was down from $370,000 in 1995. The
increase in 1997 was due to an increase in borrowing under the Company's  Credit
Facility and repurchase agreements to fund new loans and investments made in the
second half of 1997.  The  decrease in 1996 was the result of a lower  amount of
interest  received  due to the  sale of  certain  mortgage  notes  offset  by an
increase in interest earned on cash accounts and marketable securities.


                                       15


<PAGE>


     Other  interest  expense was $156,000 in 1997,  down from $461,000 in 1996,
which was consistent with the $445,000 amount in 1994. The decrease in 1997 from
the amounts in 1996 and 1995 resulted from the elimination of mortgage debt upon
sale of the Totem Square property.

     General  and   administrative   expenses   were   $9,463,000  in  1997,  up
significantly from $1,503,000 in 1996.  General and  administrative  expenses in
1996 were up from the  $933,000  reported in 1995.  The  increase in general and
administrative  costs  in 1997  was due  primarily  to the  addition  of the new
executive  officers  and  employees  hired in 1997 whose  salaries  and benefits
totaled   more  than  $5  million.   The  Company  also   incurred   significant
non-recurring  professional  fees (an  increase of more than $2 million over the
fees incurred in 1996) in conjunction  with the  reconstitution  of the Company,
the  termination  of its  REIT  status  and the  implementation  of its  current
business plan.  While the Company was able to lower a number of office  expenses
in 1996,  a net  increase  in general  and  administrative  costs  occurred  due
primarily to an  accelerated  investigation  of potential  merger or acquisition
transactions plus related due diligence costs.

     The 1997 non-cash depreciation charge was $92,000, an increase from $64,000
in 1996, which charge  decreased in 1996 compared to the depreciation  charge of
$662,000  in  1995.  The  increase  in 1997  came  as a  result  of the  Company
purchasing  additional equipment and leasehold  improvements to its newly leased
office space in New York City.  The decrease in 1996  reflected  the sale of two
properties and the disposition of the hotel property. In addition, the Company's
two remaining  properties  were not  depreciated in 1996 because they were being
held for sale.

     Rental property expenses were relatively  consistent when comparing 1995 to
1996 but decreased significantly, by $657,000, in 1997 when the remaining rental
properties were sold.

     Net  Loss.  The net  loss  for the  Company  in 1997  was  $4,557,000.  The
significant  increase in the loss was a result of the expenses  associated  with
the Company's hiring activity  outpacing its income  generation  pursuant to the
acquisition of Victor Capital and  implementation  of its business plan. The net
loss for the Company in 1996 was $414,000,  a substantial  decrease over the net
loss of $2,778,000  reported in 1995. This  improvement was primarily the result
of sales  proceeds  received by the Company  from  property  and  mortgage  note
dispositions offset by valuation losses discussed further below.

     Net Gain or Loss on Foreclosure or Sale of Investments. Net Gain or Loss on
Foreclosure  or Sale of  Investments  was a loss of 432,000  in 1997,  a gain of
$1,069,000  in 1996 and a gain of $66,000 in 1995.  The losses  incurred in 1997
were due to the sales of the two remaining  rental  properties  during the first
quarter of 1997.

     The net gain recognized from the sale of a property in the first quarter of
1996 was $299,000.  There was no gain or loss upon the  foreclosure of the motel
property in the first  quarter of 1996 as the net book value of the property was
equal to its debt.

     During  the  second  quarter of 1996,  the  Company  incurred a net loss of
$164,000 from the sale of a storage  facility  property.  Also during the second
quarter of 1996,  the Company sold two of its seven  mortgage  notes.  A gain of
$430,000 was recognized  upon the sale of the Company's  mortgage note which was
collateralized  by a first  deed of trust on an  office/commercial  building  in
Phoenix,  Arizona;  and a gain of $30,000  was  recognized  upon the sale of the
Company's  mortgage note which was collateralized by a second deed of trust on a
commercial  building in Pacheco,  California.  During the third quarter of 1996,
the Company sold two more mortgage notes. A gain of $115,000 was recognized upon
the sale of the Company's mortgage note which was collateralized by a first deed
of trust on an office  building in Scottsdale,  Arizona;  and a gain of $357,000
was  recognized  upon  the  sale  of  the  Company's  mortgage  note  which  was
collateralized  by a second  deed of trust on an  office/industrial  building in
Sunnyvale,  California. In 1995, the Company recognized a deferred gain from the
partial  principal  payment  received on one of its mortgage  notes.  During the
first five months of 1994, the Company's  hotel property  experienced an average
operating loss after debt service of $107,000 per month. With the execution of a
lease with the hotel  management  company in 1994,  this  amount was  reduced to
approximately $8,600 per month, the



                                       16

<PAGE>

difference  between the  monthly  lease  payment of $20,000  and the  property's
monthly debt service requirement of $28,600.  The lease was renegotiated in June
1995, reducing the monthly lease payments from $20,000 to approximately  $9,000,
increasing the loss recorded by the Company.  In 1994, the Company experienced a
gain of $114,000 on the sale of one property and the  recognition  of a deferred
gain from the partial  principal  payment on one of its mortgage notes. This was
offset  by a  $344,000  loss  from  the  release  of and  default  on two of the
Company's mortgage notes held at that time.

     Provision for Possible  Credit  Losses.  The provision for possible  credit
losses is the charge to income to  increase  the  reserve  for  possible  credit
losses  to the  level  that  management  estimates  to be  adequate  considering
delinquencies,  loss experience and collateral quality. Other factors considered
relate  to  geographic  trends  and  product  diversification,  the  size of the
portfolio and current economic conditions.  When it is probable that the Company
will be  unable to  collect  all  amounts  contractually  due,  the  account  is
considered  impaired.  Where impairment is indicated,  a valuation write-down or
write-off is measured  based upon the excess of the recorded  investment  amount
over the net fair value of the  collateral,  as reduced for selling  costs.  Any
deficiency  between the  carrying  amount of an asset and the net sales price of
repossessed collateral is charged to the reserve for credit losses.

     For the year ended December 31, 1997, the Company  recorded a provision for
possible credit losses of $462,000. During 1997, the Company had no assets which
were considered impaired and as such no significant  additional  provisions were
necessary.  Management  believes that the reserve for possible  credit losses is
adequate based on the factors detailed above.

     For the year ended December 31, 1996, the Company  reported a provision for
possible  credit losses of $1,743,000.  By year end, the Company had reduced the
book value of its Sacramento,  California  shopping center to $1,215,000 and the
book value of its Kirkland,  Washington  retail  property to  $7,370,000.  Since
these properties were no longer being held for investment,  but rather for sale,
their book value was reduced to more accurately reflect the then-current  market
value of the assets.  The decline in the shopping  center's value was the result
of the Company's  relatively short lease term on the land underlying the center,
the physical  condition of the property  and changed  market  conditions  in the
Sacramento area. Disposition efforts on behalf of retail property also indicated
the need to reduce this  property's  book value,  as it was no longer being held
for investment  purposes but actively  marketed for sale.  Both  properties were
sold during the first quarter of 1997.

     In 1995,  the provision for possible  credit losses of $3,281,000  resulted
from the  write-down  in value of two  commercial  properties  and five mortgage
notes.

     Preferred  Share  Dividend and Dividend  Requirement.  The preferred  share
dividend  and  dividend  requirement  arose in 1997 as a result  of the  Company
issuing  $33  million of Class A Preferred  Shares on July 15,  1997.  Dividends
accrue  on these  shares  at a rate of 9.5% per  annum on a per  share  price of
$2.69.

Liquidity and Capital Resources

     At December 31, 1997,  the Company had  $49,268,000  in cash.  Liquidity in
1998 will be provided primarily by cash on hand, cash generated from operations,
principal and interest payments  received on investments,  loans and securities,
and additional borrowings under the Credit Facility.  The Company believes these
sources of capital will  adequately  meet future cash  requirements.  Consistent
with its current business plan, the Company expects that during 1998 it will use
a significant  amount of its available  capital  resources to originate and fund
loans  and other  investments.  In  connection  with  such  investment  and loan
transactions,  the Company intends to employ significant  leverage,  up to a 5:1
debt-to-equity ratio, to enhance its return on equity.  

     The  Company  experienced  a net  increase in cash of  approximately  $44.6
million for the year ended December 31, 1997, compared to a net decrease in cash
of $80,000 for the year ended December 31, 1996. For the year ended December 31,
1997,  cash provided by operating  activities was $2,901,000,  up  approximately
$2.4 million from cash provided by operations of $449,000 during the same period
in 1996. Cash used in investing  activities during this same period increased by
approximately  $242.7 million to approximately $243.2 million, up from $452,000,
primarily as a result of the loans and other  investments  

                                       17

<PAGE>

completed since June 30, 1997. Cash provided by financing  activities  increased
approximately  $284.9  million  due  primarily  to the  proceeds  of  repurchase
obligations,  borrowings  under the Credit  Facility and net  proceeds  from the
issuance of Class A Preferred Shares and the Class A Common Shares.

     The Company has two  outstanding  notes  payable  totaling  $4,953,000  and
outstanding  borrowings of $79,864,000  under the Credit Facility in addition to
the outstanding repurchase obligations of $82,173,000.

     The  Company's  Credit  Facility  with a  commercial  lender  provided  for
borrowings  up to $150 million.  The Credit  Facility has a term that expires on
September  30,  2000,  including  extensions,  provided  that the  Company is in
compliance with the covenants and terms of the Credit Facility,  there have been
no material adverse changes in the Company's financial position, and the Company
is not otherwise in material  default of the terms of the Credit  Facility.  The
Credit  Facility  provides  for  advances  to fund  lender-approved  investments
("Funded  Portfolio  Assets") made by the Company pursuant to its business plan.
The Company is currently  negotiating with its commercial lender to the increase
the Credit Facility by $100 million thereby increasing liquidity.

     The  obligations of the Company under the Credit Facility are to be secured
by pledges of the Funded  Portfolio  Assets  acquired  with  advances  under the
Credit Facility. Borrowings under the Credit Facility bear interest at specified
rates over LIBOR, averaging  approximately 8.2% for those borrowings outstanding
as of December 31, 1997,  which rate may fluctuate based upon the credit quality
of the Funded Portfolio  Assets.  The Company incurred a commitment fee upon the
signing of the credit agreement and is obligated to pay an additional commitment
fee when total  borrowings  under the Credit  Facility  exceed $75  million.  In
addition, each advance requires payment of a drawdown fee. Future repayments and
redrawdowns of amounts  previously  subject to the drawdown fee will not require
the Company to pay any additional fees. The Credit Facility  provides for margin
calls on or collateral enhancement of asset-specific  borrowings in the event of
asset quality and/or market value  deterioration  as determined under the Credit
Facility. The Credit Facility contains customary representations and warranties,
covenants  and  conditions  and  events of  default.  The Credit  Facility  also
contains a covenant  obligating  the Company to avoid  undergoing  an  ownership
change that results in Craig M. Hatkoff,  John R. Klopp or Samuel Zell no longer
retaining  their senior  offices with the Company and  practical  control of the
Company's business and operations.

     On December 31, 1997, the unused Credit Facility amounted to $70.1 million.

Impact of Inflation

     The Company's  operating  results depend in part on the difference  between
the  interest  income  earned on its  interest-earning  assets and the  interest
expense incurred in connection with its interest-bearing liabilities. Changes in
the general  level of interest  rates  prevailing  in the economy in response to
changes in the rate of inflation or otherwise can affect the Company's income by
affecting  the  spread  between  the  Company's   interest-earning   assets  and
interest-bearing  liabilities,  as well as, among other things, the value of the
Company's interest-earning assets and its ability to realize gains from the sale
of  assets  and the  average  life  of the  Company's  interest-earning  assets.
Interest  rates are highly  sensitive to many  factors,  including  governmental
monetary and tax  policies,  domestic and  international  economic and political
considerations, and other factors beyond the control of the Company. The Company
employs  the use of  hedging  strategies  to limit the  effects  of  changes  in
interest rates on its operations,  including engaging in interest rate swaps and
interest rate caps to minimize its exposure to changes in interest rates.  There
can be


                                       18

<PAGE>



no assurance  that the Company will be able to  adequately  protect  against the
foregoing risks or that the Company will ultimately  realize an economic benefit
from any hedging contract into which it enters.

Year 2000 Information
---------------------

The Company has assessed the potential  impact of the Year 2000 computer systems
issue on its operations.  The Company  believes that no significant  actions are
required  to be taken by the  Company to  address  the issue and  therefore  the
impact of the issue will not materially  affect the Company's  future  operating
results or financial condition.

                                       19

<PAGE>



------------------------------------------------------------------------------

Item 8.           Financial Statements and Supplementary Data
------------------------------------------------------------------------------

The  financial  statements  required  by  this  item  and  the  reports  of  the
independent accountants thereon required by Item 14(a)(2) appear on pages F-2 to
F-29. See accompanying  Index to the Consolidated  Financial  Statements on page
F-1. The  supplementary  financial  data required by Item 302 of Regulation  S-K
appears in Note 19 to the consolidated financial statements.




                                       20

<PAGE>



 ------------------------------------------------------------------------------

Item 9.           Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure
------------------------------------------------------------------------------

     On April 14, 1997,  the Board of Trustees  adopted a resolution  (i) not to
retain Coopers & Lybrand L.L.P. ("C&L") as the Company's auditors for the fiscal
year ending  December 31, 1997 and (ii) to engage Ernst and Young LLP ("E&Y") as
the Company's independent auditors for the fiscal year ending December 31, 1997.

     The reports of C&L on the Company's consolidated financial statements as of
and for the two  years  ended  December  31,  1996 and 1995 did not  contain  an
adverse  opinion or a disclaimer  opinion nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.

     During the Company's  fiscal years ended December 31, 1996 and 1995,  there
were no  disagreements  with  C&L on any  matter  of  accounting  principals  or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements,  if not resolved to the  satisfaction  of C&L,  would have caused
them to make  reference  thereto in their  report(s) on the Company's  financial
statements  for such  fiscal  year(s),  nor were there any  "reportable  events"
within the meaning of item  304(a)(1)(v) of regulation S-K promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").


                                       21


<PAGE>



                                    PART III
------------------------------------------------------------------------------

Item 10.          Trustees and Executive Officers of the Registrant
------------------------------------------------------------------------------

     The information  regarding the Company's trustees is incorporated herein by
reference to the Company's definitive proxy statement to be filed not later than
April  30,  1998,  with the  Securities  and  Exchange  Commission  pursuant  to
Regulation 14A under the Exchange Act.


------------------------------------------------------------------------------

ITEM 11. Executive Compensation
------------------------------------------------------------------------------

     The  information  required by Item 402 of  Regulation  S-K is  incorporated
herein by reference to the Company's  definitive proxy statement to be filed not
later than April 30, 1998 with the Securities and Exchange  Commission  pursuant
to Regulation 14A under the Exchange Act.


------------------------------------------------------------------------------

ITEM 12. Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------------

     The  information  required by Item 403 of  Regulation  S-K is  incorporated
herein by reference to the Company's  definitive proxy statement to be filed not
later than April 30, 1998, with the Securities and Exchange  Commission pursuant
to Regulation 14A under the Exchange Act.


------------------------------------------------------------------------------

ITEM 13. Certain Relationships and Related Transactions
------------------------------------------------------------------------------

     The  information  required by Item 404 of  Regulation  S-K is  incorporated
herein by reference to the Company's  definitive proxy statement to be filed not
later than April 30, 1998, with the Securities and Exchange  Commission pursuant
to Regulation 14A under the Exchange Act.



                                       22

<PAGE>



                                     PART IV
------------------------------------------------------------------------------

Item 14.        Exhibits, Financial Statement Schedules and Reports on Form 8-K
------------------------------------------------------------------------------


------------------------------------------------------------------------------

(a) (1)           Financial Statements

                  See the accompanying Index to Financial  Statement Schedule on
page F-1.

(a) (2)           Consolidated Financial Statement Schedules

                  None.

     The  statements  referred to above should be read in  conjunction  with the
consolidated  financial statements and notes thereto included in Part II of this
Form 10-K.  All schedules  have been omitted  because they are not applicable or
because  the  required  information  is  shown  in  the  consolidated  financial
statements or notes thereto.

(a) (3)           Exhibits


<TABLE>
<CAPTION>

                                  EXHIBIT INDEX

  Exhibit
  Number                             Description                                         Page

<S>         <C>                                                                          <C> 
    2.1     Interest  Purchase  Agreement,  dated  as of June 16,  1997,  by and
            between John R. Klopp,  Craig M. Hatkoff,  and  Valentine  Wildove &
            Company,  Inc.  and the  Registrant  (filed  as  Exhibit  2.1 to the
            Registrant's  Current  Report on Form 8-K filed on July 30, 1997 and
            incorporated herein by reference).

    3.1     Amended  and  Restated  Declaration  of Trust,  dated July 15,  1997
            (filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K
            filed on July 15, 1997 and incorporated herein by reference).

    3.2     By-Laws of the Registrant  (filed as Exhibit 3.2 to the Registrant's
            Current Report on Form 8- K filed on July 15, 1997 and  incorporated
            herein by reference).

    4.1     Certificate of  Designation,  Preferences  and Rights of the Class A
            9.5% Cumulative  Convertible  Preferred  Shares and the Class B 9.5%
            Cumulative Convertible Non-Voting Preferred Shares (filed as Exhibit
            4.1 to the Registrant's Current Report on Form 8-K filed on July 15,
            1997 and incorporated herein by reference).
   10.1     Preferred  Share Purchase  Agreement,  dated as of June 16, 1997, by
            and between the Registrant and Veqtor Finance Company, LLC (filed as
            Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on
            July 30, 1997 and incorporated herein by reference).

   10.2     Non-Negotiable  Notes of the  Registrant  payable to John R.  Klopp,
            Craig M. Hatkoff and  Valentine  Wildove & Company,  Inc.  (filed as
            Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on
            July 30, 1997 and incorporated herein by reference).

   10.3     1997  Long-Term  Incentive  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 incorporated herein by reference).

   10.4     1997  Non-Employee  Trustee 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 incorporated herein by reference).

</TABLE>


                                       23


<PAGE>

<TABLE>
<CAPTION>

  Exhibit
  Number                             Description                                         Page

<S>         <C>                                                                          <C> 


   10.5     Employment Agreement,  dated as of July 15, 1997, by and between the
            Registrant  and  John  R.  Klopp  (filed  as  Exhibit  10.5  to  the
            Registrant's  Registration Statement on Form S-1 filed on October 6,
            1997 and incorporated herein by reference).

   10.6     Employment Agreement,  dated as of July 15, 1997, by and between the
            Registrant  and  Craig M.  Hatkoff  (filed  as  Exhibit  10.6 to the
            Registrant's  Registration Statement on Form S-1 filed on October 6,
            1997 and incorporated herein by reference).

   10.7     Consulting Agreement,  dated as of July 15, 1997, by and between the
            Registrant  and Gary R.  Garrabrant  (filed as  Exhibit  10.7 to the
            Registrant's  Registration Statement on Form S-1 filed on October 6,
            1997 and incorporated herein by reference).

   10.8     Sublease,   dated  as  of  July  29,  1997,  between  New  York  Job
            Development  Authority  and Victor  Capital  Group,  L.P.  (filed as
            Exhibit 10.8 to the Registrant's  Registration Statement on Form S-1
            filed on October 6, 1997 and incorporated herein by reference).

   10.9     Credit  Agreement,  dated as of  September  30,  1997,  between  the
            Registrant  and German  American  Capital  Corporation  ("GACC") and
            Global Note,  dated as of September 30, 1997,  made in favor of GACC
            by the  Registrant  (filed  as  Exhibit  10.9  to  the  Registrant's
            Amendment  No. 1 to  Registration  Statement  on Form  S-1  filed on
            November 13, 1997 and incorporated herein by reference).

   10.10    Employment Agreement,  dated as of July 15, 1997, by and between the
            Registrant  and  Donald  J.  Meyer  (filed as  Exhibit  10.10 to the
            Registrant's  Amendment No. 2 to Registration  Statement on Form S-1
            filed on December 9, 1997 and incorporated herein by reference).

   21.1     Subsidiaries  of  the  Registrant  (filed  as  Exhibit  21.1  to the
            Registrant's  Amendment No. 2 to Registration  Statement on Form S-1
            filed on December 9, 1997 and incorporated herein by reference).

**23.1      Consent of Coopers & Lybrand L.L.P.

**23.2      Consent of Ernst & Young LLP.

**27.1      Financial Data Schedule.

</TABLE>


---------------------
**   Filed herewith.


                                       24

<PAGE>



(a) (4)           Report on Form 8-K

     During the fiscal quarter ended December 31, 1997, the Registrant filed the
following Current Reports on Form 8-K:

   (1)   Current Report on Form 8-K, dated September 19, 1997, as filed with the
         Commission on October 3, 1997,  reporting  under Item 2 "Acquisition or
         Disposition  of Assets" the  purchase of a note  secured by a pledge of
         partnership interests.

   (2)   Current  Report on Form 8-K/A,  dated August 4, 1997, as filed with the
         Commission  on October 17, 1997,  amending a previous  reporting  under
         Item 2  "Acquisition  or  Disposition  of Assets" the  origination  and
         funding  of a  short-term  mortgage  loan and  including  under  Item 7
         "Financial   Statements  and  Exhibits"  certain  financial  statements
         relating to the events reported under Item 2.

   (3)   Current Report on Form 8-K/A,  dated August 13, 1997, as filed with the
         Commission  on October 27, 1997,  amending a previous  reporting  under
         Item 2  "Acquisition  or  Disposition  of Assets" the  origination  and
         funding of a  short-term  loan and  including  under Item 7  "Financial
         Statements and Exhibits" certain financial  statements  relating to the
         events reported under Item 2.

   (4)   Current  Report on Form 8-K,  dated October 31, 1997, as filed with the
         Commission on November 14, 1997, reporting under Item 2 "Acquisition or
         Disposition of Assets" the origination and funding of a second mortgage
         loan and  including  under Item 7 "Financial  Statements  and Exhibits"
         certain financial statements relating to the events reported under Item
         2.

   (5)   Current  Report on Form 8-K,  dated November 7, 1997, as filed with the
         Commission on November 14, 1997, reporting under Item 2 "Acquisition or
         Disposition of Assets" the origination and funding of a second mortgage
         loan and  including  under Item 7 "Financial  Statements  and Exhibits"
         certain financial statements relating to the events reported under Item
         2.

   (6)   Current  Report on Form 8-K, dated December 17, 1997, as filed with the
         Commission on December 31, 1997, reporting under Item 2 "Acquisition or
         Disposition of Assets" the  origination and funding of a first mortgage
         loan and a subordinate participation in a first mortgage loan.

                                       25

<PAGE>



                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or  Section  15(d)  of the
Securities  Exchange Act of 1934,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



February 25, 1998                   /s/ John R. Klopp
--------------------                -----------------------------------------
Date                                John R. Klopp
                                    Vice Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

February 25, 1998                   /s/ Samuel Zell
Date                                Samuel Zell
                                    Chairman of the Board of Trustees

February 25, 1998                   /s/ John R. Klopp
------------------                  -------------------------------------------
Date                                John R. Klopp
                                    Vice Chairman and Chief Executive Officer
                                    And Trustee

February 25, 1998                   /s/ Edward L. Shugrue III
------------------                  -------------------------------------------
Date                                Edward L. Shugrue III
                                    Managing Director and
                                   Chief Financial Officer

February 25, 1998                   /s/ Brian H. Oswald
------------------                  -------------------------------------------
Date                                Brian H. Oswald
                                    Director and
                                    Chief Accounting Officer

February 25, 1998                   /s/ Craig M. Hatkoff
------------------                  -------------------------------------------
Date                                Craig M. Hatkoff
                                    Vice Chairman and Trustee

February 25, 1998                   /s/ Gary R. Garrabrant
------------------                  -------------------------------------------
Date                                Gary R. Garrabrant
                                    Trustee

February 25, 1998                   /s/ Sheli Z. Rosenberg
------------------                  -------------------------------------------
Date                                Sheli Z. Rosenberg
                                    Trustee

February 25, 1998                   /s/ Lynne B. Sagalyn
------------------                  -------------------------------------------
Date                                Lynne B. Sagalyn
                                    Trustee

February 25, 1998                   /s/ Martin L. Edelman
------------------                  -------------------------------------------
Date                                Martin L. Edelman
                                    Trustee

February 25, 1998                    /s/ Jeffrey A. Altman
------------------                  -------------------------------------------
Date                                 Jeffrey A. Altman
                                     Trustee


                                       26

<PAGE>



                   Index to Consolidated Financial Statements





Reports of Independent
Auditors....................................................................F-2


Audited Financial Statements

Consolidated Balance Sheets as of December 31, 1997 and
1996........................................................................F-4

Consolidated   Statements  of  Operations   for  the  years  ended
December 31, 1997, 1996 and
1995........................................................................F-5

Consolidated  Statements  of  Shareholders'  Equity  for the years
ended December 31, 1997, 1996 and
1995........................................................................F-6

Consolidated   Statements  of  Cash  Flows  for  the  years  ended
December 31, 1997, 1996 and
1995.........................................................................F-7

Notes to Consolidated Financial
Statements..................................................................F-8


                                      F-1

<PAGE>







                         Report of Independent Auditors




The Board of Trustees
Capital Trust and Subsidiaries

We have audited the consolidated balance sheet of Capital Trust and Subsidiaries
(the "Company") as of December 31, 1997 and the related  consolidated  statement
of  operations,  shareholders'  equity and cash  flows for the year then  ended.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  based on our audit, the financial  statements referred to above
present fairly, in all material respects, the consolidated financial position of
the  Company  at  December  31,  1997,  and the  consolidated  results  of their
operations  and their  cash  flows for the year then  ended in  conformity  with
generally accepted accounting principles.



                                                           Ernst & Young LLP

New York, New York
January 23, 1998




                                      F-2

<PAGE>







                         Report of Independent Auditors




The Board of Trustees of Capital Trust
(f/k/a California Real Estate Investment Trust):

         We have audited the accompanying  consolidated balance sheet of Capital
Trust  (f/k/a  California  Real Estate  Investment  Trust and  Subsidiary)  (the
"Trust") as of December 31, 1996,  and the related  consolidated  statements  of
operations,  cash flows, and changes in shareholders' equity for each of the two
years in the period ended  December 31, 1996.  These  financial  statements  and
financial  statement schedules are the responsibility of the Trust's management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the consolidated financial position of Capital
Trust (f/k/a  California  Real Estate  Investment  Trust and  Subsidiary)  as of
December 31, 1996, and the  consolidated  results of their  operations and their
cash flows for each of the two years in the period ended  December 31, 1996,  in
conformity with generally accepted accounting principles.


                                                       Coopers & Lybrand L.L.P.

San Francisco, California
February 14, 1997















Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a Swiss
limited liability association.



                                      F-3

<PAGE>



                         Capital Trust and Subsidiaries
                           Consolidated Balance Sheets
                           December 31, 1997 and 1996
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                               1997                  1996
                                                                                         ------------------    ------------------
                                           Assets

<S>                                                                                        <C>                   <C>           
      Cash and cash equivalents                                                            $       49,268        $        4,698
      Available-for-sale securities                                                                11,975                14,115
      Loans and other investments, net of $462 and $0 reserve for possible credit
         losses in 1997 and 1996, respectively                                                    251,812                 1,576
      Rental properties                                                                              -                    8,585
      Excess of purchase price over net tangible assets acquired, net                                 331                 -
      Deposits and other receivables                                                                  284                   707
      Accrued interest receivable                                                                     818                 -
      Prepaid and other assets                                                                      2,878                   355
                                                                                         ==================    ==================
      Total assets                                                                           $    317,366          $     30,036
                                                                                         ==================    ==================

                            Liabilities and Shareholders' Equity

      Liabilities:
         Accounts payable and accrued expenses                                             $        5,718        $          396
         Notes payable                                                                              4,953                 5,169
         Credit facility                                                                           79,864                 -
         Repurchase obligations                                                                    82,173                 -
         Deferred origination fees and other revenue                                                1,369                 -
                                                                                         ------------------    ------------------
      Total liabilities                                                                           174,077                 5,565
                                                                                         ------------------    ------------------

      Commitments and contingencies

      Shareholders' equity:
         Class A Preferred Shares,  $1.00 par value,  12,639 shares  authorized,
           12,268  shares  issued and  outstanding  at December  31, 1997 and no
           shares issued and
           outstanding at December 31, 1996                                                        12,268                 -
         Class A Common Shares, $1.00 par value; unlimited shares authorized, 18,157
           shares issued and outstanding at December 31, 1997 and 9,157 shares issued
           and outstanding at December 31, 1996                                                    18,157                 9,157
         Additional paid-in capital                                                               158,137                55,098
         Unrealized gain (loss) on available-for-sale securities                                      387                   (22)
         Accumulated deficit                                                                      (45,660)              (39,762)
                                                                                         ------------------    ------------------
      Total Shareholders' equity                                                                  143,289                24,471
                                                                                         ------------------    ------------------

      Total liabilities and Shareholders' equity                                             $    317,366          $     30,036
                                                                                         ==================    ==================

See accompanying notes to consolidated financial statements.

</TABLE>


                                      F-4
<PAGE>



                         Capital Trust and Subsidiaries
                      Consolidated Statements of Operations
              For the Years Ended December 31, 1997, 1996 and 1995
                      (in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                           1997               1996                 1995
                                                                     ----------------    -----------------    -----------------
 Income from loans and other investments:

<S>                                                                   <C>                 <C>                  <C>          
    Interest and related income                                       $       4,992       $         470        $       1,148
    Less:  Interest and related expenses                                      2,223                  86                  370
                                                                    ----------------    -----------------    -----------------
      Net income from loans and other investments                             2,769                 384                  778
                                                                    ----------------    -----------------    -----------------

 Other revenues:
    Advisory and asset management fees                                        1,698                -                    -
    Rental income                                                               307               2,019                2,139
    Other interest income                                                     1,453                 666                  248
                                                                    ----------------    -----------------     ----------------
      Total other revenues                                                    3,458               2,685                2,387
                                                                    ----------------    -----------------    -----------------

  Other expenses:
    General and administrative                                                9,463               1,503                  933
    Other interest expense                                                      156                 461                  445
    Rental property expenses                                                    124                 781                  688
    Depreciation and amortization                                                92                  64                  662
                                                                    ----------------    -----------------    -----------------
      Total other expenses                                                    9,835               2,809                2,728
                                                                    ----------------    -----------------    -----------------

    (Loss) income before loss on sale of rental properties,
    provision for possible credit losses and income taxes                    (3,608)                260                  437
 (Loss) gain  on sale of rental properties and investments                     (432)              1,069                   66
 Provision for possible credit losses                                          (462)             (1,743)              (3,281)
                                                                    ----------------    -----------------    -----------------
    Loss before income taxes                                                                       (414)              (2,778)
                                                                             (4,502)
 Provision for income taxes                                                      55                -                    -
                                                                    ----------------    -----------------    -----------------
    Net loss                                                                                       (414)
                                                                             (4,557)                                  (2,778)
 Less:  Class A Preferred Share dividend                                     (1,341)               -                    -
           Class A Preferred Share dividend requirement                        (130)               -                    -
                                                                    ----------------    -----------------    -----------------
    Net loss allocable to Class A Common Shares                     $                   $                    $
                                                                             (6,028)               (414)              (2,778)
                                                                    ================    =================    =================

 Per share information:
    Net loss per Class A Common Share
      Basic and Diluted                                             $         (0.63)    $         (0.05)     $         (0.30)
                                                                    ================    =================    =================
    Weighted average Class A Common Shares outstanding
      Basic and Diluted                                                   9,527,013           9,157,150            9,157,150
                                                                    ================    =================    =================

See accompanying notes to consolidated financial statements.
</TABLE>


                                       F-5

<PAGE>

                         Capital Trust and Subsidiaries
                 Consolidated Statements of Shareholders' Equity
              For the Years Ended December 31, 1997, 1996 and 1995
                                 (in thousands)


<TABLE>
<CAPTION>

                                   Class A                       Class A           Additional Paid-In
                               Preferred Shares               Common Shares                      Unrealized     Accumulated
                           Number         Amount      Number        Amount       Capital        Gain          Deficit         Total
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>            <C>     <C>            <C>           <C>          <C>           <C>        
Balance at January 1,           -       $     -        9,157   $   9,157   $    55,098   $       -    $    (36,570)   $    27,685
   1995
Net Loss                        -             -           -           -             -            -          (2,778)        (2,778)
                       -------------------------------------------------------------------------------------------------------------
Balance at                      -             -        9,157       9,157        55,098           -         (39,348)        24,907
   December 31, 1995
Change in unrealized
   gain on                      -             -           -           -             -           (22)         -                 (22)
   available-for-sale
   securities
Net Loss                        -             -           -           -             -            -           (414)          (414)
                       -------------------------------------------------------------------------------------------------------------
Balance at                      -             -        9,157       9,157        55,098         (22)        (39,762)        24,471
   December 31, 1996
Change in unrealized
   gain on                      -             -           -           -             -           409          -                 409
   available-for-sale
   securities
Issuance of preferred           12,268        12,268      -           -         20,602          -             -              32,870
   shares
Issuance of common              -             -        9,000       9,000        82,437          -             -              91,437
   shares
Class A Preferred Share         -             -           -           -             -           -          (1,341)        (1,341)
   dividend
Net loss                        -             -           -           -             -           -          (4,557)        (4,557)
                       =============================================================================================================
Balance at                      12,268   $    12,268   18,157   $  18,157   $   158,137   $     387    $   (45,660)   $   143,289
   December 31, 1997
                       =============================================================================================================

See accompanying notes to consolidated financial statements.

</TABLE>

                                      F-6
<PAGE>




                         Capital Trust and Subsidiaries
                      Consolidated Statements of Cash Flows
              For the Years Ended December 31, 1997, 1996 and 1995
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                   1997               1996                  1995
                                                                           -------------------   ----------------  ----------------
Cash flows from operating activities:
<S>                                                                         <C>                    <C>               <C>          
   Net loss                                                                 $          (4,557)     $        (414)    $     (2,778)
   Adjustments to reconcile net loss to net cash provided by 
      operating activities:
         Depreciation and amortization                                                     92                 64              662
         Unrealized gain (loss) on available-for-sale securities                          409             -                -
         Loss (gain) on sale or foreclosure of properties                                 432             (1,069)             (66)
         Provision for credit losses                                                      462              1,743            3,281
   Changes in assets and liabilities net of effects from 
      subsidiaries purchased:
         Deposits and other receivables                                                 2,707                (38)             294
         Accrued interest receivable                                                     (818)            -                -
         Prepaid and other assets                                                      (2,988)               (61)            (282)
         Deferred  revenue                                                              1,369             -                -
         Accounts payable and accrued expenses                                          5,857                226              166
         Other liabilities                                                                (64)                (2)              11
                                                                           -------------------   ----------------  ----------------
   Net cash provided by operating activities                                            2,901                449            1,288
                                                                           -------------------   ----------------  ----------------

Cash flows from investing activities:
         Origination and purchase of loans and other investments                     (261,233)            -                -
         Principal collections on loans and other investments                           9,969                 35              850
         Purchases of equipment and leasehold improvements                               (479)            -                -
         Proceeds from sale of rental properties                                        8,153             13,796           -
         Improvements to rental properties                                             -                    (146)            (321)
         Purchases of available-for-sale securities                                    -                 (15,849)          -
         Principal collections on available-for-sale securities                         4,538              1,712           -
         Acquisition of Victor Capital Group, L.P., net of cash acquired               (4,066)            -                -
                                                                           -------------------   ----------------  ----------------
   Net cash (used in) provided by investing activities                               (243,118)              (452)             529
                                                                           -------------------   ----------------  ----------------

Cash flows from financing activities:
         Proceeds from repurchase obligations                                         109,458             -                -
         Termination of repurchase obligations                                        (27,285)            -                -
         Proceeds from credit facility                                                 81,864             -                -
         Repayment of credit facility                                                  (2,000)            -                -
         Proceeds from notes payable                                                    4,001             -                -
         Repayment of notes payable                                                    (4,217)               (77)            (405)
         Dividends paid on  preferred shares                                           (1,341)            -                -
         Net proceeds from issuance of Class A Common Shares                           91,437             -                -
         Net proceeds from issuance of Class A Preferred Shares                        32,870             -                -
                                                                           -------------------   ----------------  ----------------
   Net cash provided by (used in) financing activities                                284,787                (77)            (405)
                                                                           -------------------   ----------------  ----------------

Net increase (decrease) in cash and cash equivalents                                   44,570                (80)           1,412
Cash and cash equivalents at beginning of year                                          4,698              4,778            3,366
                                                                           ===================   ================  ================
Cash and cash equivalents at end of year                                    $          49,268      $       4,698     $      4,778
                                                                           ===================   ================  ================
See accompanying notes to consolidated financial statements.

</TABLE>


                                      F-7


<PAGE>
                         Capital Trust and Subsidiaries
                   Notes to Consolidated Financial Statements

1.  Organization

Capital Trust (the "Company") is a specialty  finance  company  designed to take
advantage of  high-yielding  lending and investment  opportunities in commercial
real estate and related assets.  The Company makes  investments in various types
of  income  producing  commercial  real  estate,  including  senior  and  junior
commercial  mortgage  loans,   preferred  equity   investments,   direct  equity
investments and subordinate interests in commercial  mortgage-backed  securities
("CMBS"). The Company also provides real estate investment banking, advisory and
asset management  services through its wholly owned  subsidiary,  Victor Capital
Group, L.P. ("Victor Capital").

The  Company,  which was formerly  known as  California  Real Estate  Investment
Trust,  was organized  under the laws of the State of  California  pursuant to a
declaration of trust dated  September 15, 1966. On December 31, 1996, 76% of the
Company's then-outstanding common shares of beneficial interest, $1.00 par value
("Common Shares") were held by the Company's former parent ("Former Parent"). On
January 3, 1997, the Former Parent sold its entire 76% ownership interest in the
Company  (consisting of 6,959,593  Common Shares) to CalREIT  Investors  Limited
Partnership ("CRIL"), an affiliate of Equity Group Investments, Inc. ("EGI") and
Samuel Zell,  the Company's  current  chairman of the board of trustees,  for an
aggregate price of approximately $20.2 million. Prior to the purchase, which was
approved by the then-incumbent board of trustees, EGI and Victor Capital, a then
privately  held  company  owned by two of the current  trustees of the  Company,
presented  to the  Company's  then-incumbent  board of  trustees a proposed  new
business  plan in which the Company  would cease to be a real estate  investment
trust  ("REIT")  and instead  become a specialty  finance  company as  discussed
above. EGI and Victor Capital also proposed that they provide the Company with a
new  management  team to  implement  the  business  plan and invest,  through an
affiliate,  a minimum of $30  million in a new class of  preferred  shares to be
issued  by  the  Company.   In  connection  with  the  foregoing,   the  Company
subsequently  agreed that,  concurrently  with the  consummation of the proposed
preferred  equity  investment,  it would acquire for $5 million Victor Capital's
real  estate  investment  banking,  advisory  and asset  management  businesses,
including the services of its experienced management team. See Note 2.

On July 15, 1997, the proposed  preferred  share  investment was consummated and
12,267,658  class A 9.5% cumulative  convertible  preferred shares of beneficial
interest, $1.00 par value ("Class A Preferred Shares"), in the Company were sold
to Veqtor Finance Company,  LLC ("Veqtor"),  an affiliate of Samuel Zell and the
principals of Victor  Capital for an aggregate  purchase price of $33.0 million.
Concurrently  with the foregoing  transaction,  Veqtor  purchased  from CRIL the
6,959,593  Common  Shares  held  by  it  for  an  aggregate  purchase  price  of
approximately  $21.3  million  (which shares were  reclassified  on that date as
class A common shares of beneficial  interest,  $1.00 par value ("Class A Common
Shares"),  in the  Company  pursuant  to the terms of an  amended  and  restated
declaration  of trust,  dated July 15, 1997,  adopted on that date (the "Amended
and Restated Declaration of Trust")). See Note 11.

As a result of these  transactions,  a change of control of the Company occurred
with  Veqtor  beneficially  owning  19,227,251,  or  approximately  90%  of  the
outstanding  voting shares of the Company.  Pursuant to the Amended and Restated
Declaration of Trust,  the Company's name was changed to "Capital  Trust".  As a
result of the aforementioned  events, the Company,  as intended,  commenced full
implementation  of the new business plan and thereby  terminated its status as a
REIT.



                                      F-8

<PAGE>

                         Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

2.  Acquisition of Victor Capital

On July 15, 1997,  the Company  consummated  the  acquisition of the real estate
investment banking,  advisory and asset management  businesses of Victor Capital
and  certain   affiliated   entities   including  the   following   wholly-owned
subsidiaries:  VCG Montreal Management,  Inc., Victor Asset Management Partners,
L.L.C., VP Metropolis Services, L.L.C., and 970 Management, LLC.

Victor Capital provides  services to real estate investors,  owners,  developers
and   financial   institutions   in   connection   with   mortgage   financings,
securitizations,  joint  ventures,  debt and  equity  investments,  mergers  and
acquisitions,  portfolio  evaluations,  restructurings and disposition programs.
Victor Capital's wholly owned subsidiaries provide asset management and advisory
services  relating  to various  mortgage  pools and real estate  properties.  In
addition,  VCG Montreal Management,  Inc. holds a nominal interest in a Canadian
real estate venture.

The purchase price in the Victor Capital acquisition was $5.0 million, which was
paid by the Company with the issuance of non-interest bearing acquisition notes,
payable in ten semi-annual equal installments of $500,000. The acquisition notes
have been discounted to approximately  $3.9 million based on an imputed interest
rate of 9.5%. The  acquisition  has been accounted for under the purchase method
of accounting.  The excess of the purchase price of the acquisition in excess of
net tangible assets acquired approximated $342,000.

During the period from July 15, 1997 to December 31, 1997,  significant advisory
income collected as a result of the Company's  acquisition of Victor Capital was
applied as a reduction of the excess of the acquisition  purchase price over net
tangible assets acquired and thereby not reflected as revenue.

Had the acquisition  occurred on January 1, 1997, pro forma  revenues,  net loss
(after  giving  effect to the Class A  Preferred  Share  dividend  and  dividend
requirement)  and net loss per common share (basic and diluted) would have been:
$11,271,000, $5,347,000 and $0.56, respectively.

3.  Summary of Significant Accounting Policies

Principles of Consolidation

For the years ended  December 31, 1996 and 1995,  the Company  owned  commercial
rental  property in  Sacramento,  California  through a 59% limited  partnership
interest in Totem Square L.P., a Washington limited partnership  ("Totem"),  and
an indirect 1% general  partnership  interest in Totem through its  wholly-owned
subsidiary Cal-REIT Totem Square, Inc. An unrelated party held the remaining 40%
interest. This property was sold during the year ended December 31, 1997 and the
Totem  Square L.P. and Totem  Square,  Inc.  subsidiaries  were  liquidated  and
dissolved.

The consolidated financial statements of the Company include the accounts of the
Company,  Victor  Capital and its  wholly-owned  subsidiaries  (included  in the
consolidated  statement of operations since their  acquisition on July 15, 1997)
and the results from the disposition of its rental property held by Totem, which
was sold on March 4, 1997 prior to  commencement  of the  Company's new business
plan. See Note 1. All significant  intercompany  balances and transactions  have
been eliminated in consolidation.

Revenue Recognition

Interest  income for the Company's  mortgage and other loans and  investments is
recognized  over  the life of the  investment  using  the  interest  method  and
recognized on the accrual basis.

Fees received in connection with loan commitments,  net of direct expenses,  are
deferred until the loan is advanced and are then recognized over the term of the
loan as an  adjustment  to yield.  Fees on  commitments  that expire  unused are
recognized at expiration.



                                      F-9


<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

3.  Summary of Significant Accounting Policies, continued

Income  recognition is generally  suspended for loans at the earlier of the date
at which payments become 90 days past due or when, in the opinion of management,
a full recovery of income and principal becomes doubtful.  Income recognition is
resumed  when  the  loan  becomes   contractually  current  and  performance  is
demonstrated to be resumed.

Fees from professional  advisory services are generally  recognized at the point
at  which  all  Company   services  have  been   performed  and  no  significant
contingencies  exist with  respect to  entitlement  to payment.  Fees from asset
management services are recognized as services are rendered.

Reserve for Possible Credit Losses

The provision for possible credit losses is the charge to income to increase the
reserve for possible credit losses to the level that management  estimates to be
adequate  considering  delinquencies,  loss  experience and collateral  quality.
Other   factors   considered   relate   to   geographic   trends   and   product
diversification, the size of the portfolio and current economic conditions. When
it is  probable  that  the  Company  will  be  unable  to  collect  all  amounts
contractually  due, the account is  considered  impaired.  Where  impairment  is
indicated, a valuation write-down or write-off is measured based upon the excess
of the recorded investment amount over the net fair value of the collateral,  as
reduced for selling  costs.  Any  deficiency  between the carrying  amount of an
asset  and the net sales  price of  repossessed  collateral  is  charged  to the
reserve for credit losses.

Cash and Cash Equivalents

The Company  classifies  highly liquid  investments with original  maturities of
three months or less from the date of purchase as cash equivalents.  At December
31, 1997,  cash  equivalents  of  approximately  $48.5  million  consisted of an
investment  in a money market fund that invests in Treasury  bills.  At December
31, 1996, the Company's cash was held in demand  deposits with banks with strong
credit  ratings.  Bank balances in excess of federally  insured  amounts totaled
approximately  $1.5  million and $4.3  million as of December 31, 1997 and 1996,
respectively.  The Company has not  experienced any losses on demand deposits or
money market investments.

Available-for-Sale Securities

Available-for-sale  securities are reported on the consolidated balance sheet at
fair  market  value  with  any  corresponding  change  in value  reported  as an
unrealized  gain or loss  (if  assessed  to be  temporary),  as a  component  of
shareholders' equity, after giving effect to taxes. See Note 5.

Commercial Mortgage-Backed Securities

The Company has the intent and ability to hold its  subordinated  investment  in
CMBS until maturity. See Note 7. Consequently,  this investment is classified as
held to maturity and is carried at amortized cost at December 31, 1997.

Income from CMBS is recognized based on the effective  interest method using the
anticipated  yield over the expected life of the  investments.  Changes in yield
resulting  from  prepayments  are  recognized  over  the  remaining  life of the
investment. The Company recognizes impairment on its CMBS whenever it determines
that the impact of  expected  future  credit  losses,  as  currently  projected,
exceeds the impact of the expected future credit losses as originally projected.
Impairment  losses are  determined by comparing the current fair value of a CMBS
to its existing  carrying  amount,  the difference being recognized as a loss in
the  current  period  in the  consolidated  statements  of  operations.  Reduced
estimates of credit  losses are  recognized  as an  adjustment to yield over the
remaining life of the portfolio.



                                      F-10

<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

3.  Summary of Significant Accounting Policies, continued

Derivative Financial Instruments

The Company uses interest rate swaps to effectively convert fixed rate assets to
variable rate assets for proper  matching with  variable rate  liabilities.  The
differential  to be paid or received on these  agreements  is  recognized  as an
adjustment to the interest income related to the earning asset.

The Company also uses interest rate caps to reduce its exposure to interest rate
changes on  investments.  The Company will receive  payments on an interest rate
cap should the variable rate for which the cap was purchased exceeds a specified
threshold  level and will be recorded as an  adjustment  to the interest  income
related to the related earning asset.

Each derivative used as a hedge is matched with an asset or liability with which
it has a high  correlation.  The swap  agreements are generally held to maturity
and the  Company  does not use  derivative  financial  instruments  for  trading
purposes.  Upon early termination of the designated  matched asset or liability,
the related derivative is matched to another  appropriate item or marked to fair
value.

Rental Properties

Prior to December  31, 1996,  rental  properties  were  carried at cost,  net of
accumulated  depreciation and a valuation  allowance for possible credit losses.
At December 31, 1996 all rental  properties were classified as held for sale and
valued at net estimated sales prices.

Equipment and Leasehold Improvements, Net

Equipment  and  leasehold  improvements,  net, are stated at original  cost less
accumulated  depreciation and  amortization.  Depreciation is computed using the
straight-line  method based on the estimated  lives of the  depreciable  assets.
Amortization is computed over the remaining terms of the related leases.

Expenditures  for maintenance and repairs are charged directly to expense at the
time incurred.  Expenditures  determined to represent  additions and betterments
are  capitalized.  Cost of assets  sold or retired  and the  related  amounts of
accumulated depreciation are eliminated from the accounts in the year of sale or
retirement.  Any  resulting  profit  or loss is  reflected  in the  consolidated
statements of operations.

Sales of Real Estate

The Company  complies with the  provisions of Statement of Financial  Accounting
Standards  No.  66,  "Accounting  for Sales of Real  Estate."  Accordingly,  the
recognition of gains are deferred until such transactions have complied with the
criteria  for full  profit  recognition  under the  Statement.  The  Company has
deferred gains of $239,000 at December 31, 1997 and 1996.

Deferred Debt Issuance Costs

The Company  capitalizes  costs  incurred  related to the  issuance of long-term
debt.  These costs are deferred and amortized on a straight-line  basis over the
life of the  related  debt,  which  approximates  the  level-yield  method,  and
recognized as a component of interest expense.

                                      F-11

<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

3.  Summary of Significant Accounting Policies, continued

Income Taxes

Prior to commencement  of full  implementation  of the current  business plan on
July 15, 1997,  the Company had elected to be taxed as a REIT and, as such,  was
not  taxed on that  portion  of its  taxable  income  which was  distributed  to
shareholders, provided that at least 95% of its real estate trust taxable income
was  distributed  and that the Company met certain other REIT  requirements.  At
July 15, 1997, the Company did not meet the requirements to continue to be taxed
as a REIT and will therefore not be considered a REIT  retroactive to January 1,
1997.

Accordingly,  the Company  has  adopted  Financial  Accounting  Standards  Board
Statement No. 109,  "Accounting for Income Taxes" ("SFAS No. 109"). SFAS No. 109
utilizes the liability  method for  computing tax expenses.  Under the liability
method,  deferred  income  taxes  are  recognized  for the tax  consequences  of
"temporary  differences"  by  applying  statutory  tax rates to future  years to
differences  between the financial  statement carrying amounts and the tax bases
of existing  assets and  liabilities.  Deferred  tax assets are  recognized  for
temporary differences that will result in deductible amounts in future years and
for carryforwards. A valuation allowance is recognized if it is more likely than
not that  some  portion  of the  deferred  asset  will not be  recognized.  When
evaluating whether a valuation allowance is appropriate, SFAS No. 109 requires a
company to consider such factors as previous operating  results,  future earning
potential,  tax planning  strategies and future reversals of existing  temporary
differences.  The valuation  allowance is increased or decreased in future years
based on changes in these criteria.

Amortization of the Excess of Purchase Price Over Net Tangible Assets Acquired

The Company  recognized  the excess of purchase  price over net tangible  assets
acquired in a business  combination  accounted for as a purchase transaction and
is  amortizing  it on a  straight-line  basis  over a period  of 15  years.  The
carrying value of the excess of purchase price over net tangible assets acquired
is  analyzed  quarterly  by the  Company  based upon the  expected  revenue  and
profitability  levels of the acquired  enterprise to determine whether the value
and future  benefit may indicate a decline in value.  If the Company  determines
that  there has been a  decline  in the value of the  acquired  enterprise,  the
Company  writes down the value of the excess of purchase price over net tangible
assets acquired to the revised fair value.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principals requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities  at the date of the  consolidated  financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period.
Actual results could differ from those estimates.

                                      F-12

<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

3.  Summary of Significant Accounting Policies, continued

Earnings Per Class A Common Share

Earnings  per Class A Common  Share is presented  based on the  requirements  of
Statement of  Accounting  Standards  No. 128 ("SFAS No. 128") which is effective
for periods ending after December 15, 1997. SFAS No. 128 simplifies the standard
for computing  earnings per share and makes them comparable  with  international
earnings per share standards.  The statement replaces primary earnings per share
with basic earnings per share ("Basic EPS") and fully diluted earnings per share
with Diluted Earnings per Share ("Diluted EPS").  Basic EPS is computed based on
the income applicable to Class A Common Shares (which is net loss reduced by the
dividends on Class A Preferred Shares) divided by the weighted-average number of
Class A Common Shares outstanding during the period. Diluted EPS is based on the
net  earnings  applicable  to Class A Common  Shares plus  dividends  on Class A
Preferred  Shares,  divided  by the  weighted  average  number of Class A Common
Shares and dilutive potential Class A Common Shares that were outstanding during
the period.  Dilutive  potential  Class A Common Shares include the  convertible
Class A Preferred Shares and dilutive Class A Common Share options.  At December
31, 1997, the Class A Preferred  Share and Class A Common Share options were not
considered Class A Common Share equivalents for purposes of calculating  Diluted
EPS as they were antidilutive.  Accordingly,  at December 31, 1997, there was no
difference  between Basic EPS and Diluted EPS or weighted average Class A Common
Shares  outstanding.  The adoption of this accounting  standard had no effect on
the reported December 31, 1997, 1996 or 1995 earnings per share amounts.

Reclassifications

Certain  reclassifications  have been made in the  presentation  of the 1996 and
1995 consolidated financial statements to conform to the 1997 presentation.

New Accounting Pronouncements

In June 1997,  the FASB  issued  Statement  No.  130,  "Reporting  Comprehensive
Income" ("SFAS No. 130") effective for fiscal years beginning after December 15,
1997,  although  earlier  application  is  permitted.  SFAS No. 130  establishes
standards for reporting and display of  comprehensive  income and its components
in a full set of  general-purpose  financial  statements.  SFAS No. 130 requires
that all components of  comprehensive  income shall be reported in the financial
statements  in the period in which  they are  recognized.  Furthermore,  a total
amount for  comprehensive  income shall be displayed in the financial  statement
where the components of other comprehensive income are reported. The Company was
not  previously  required  to  present  comprehensive  income or the  components
therewith under generally accepted accounting principles. The Company intends to
adopt the requirements of this pronouncement in its financial statements for the
year ended December 31, 1998.

In June 1997, the FASB issued Statement No.131, "Disclosure about segments of an
Enterprise  and Related  Information"  ("SFAS No. 131")  effective for financial
statements  issued for periods  beginning  after December 15, 1997. SFAS No. 131
requires  disclosures  about segments of an enterprise  and related  information
regarding  the  different  types of business  activities  in which an enterprise
engages  and the  different  economic  environments  in which it  operates.  The
Company  intends  to  adopt  the  requirements  of  this  pronouncement  in  its
consolidated  financial  statements  for the year ended  December 31, 1998.  The
adoption  of SFAS No.  131 is not  expected  to have a  material  impact  on the
Company's consolidated financial statement disclosures.


                                      F-13
<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

4.  Interest Rate Risk Management

The Company uses interest rate swaps and interest rate caps to hedge  mismatches
in interest rate maturities,  to reduce the Company's  exposure to interest rate
fluctuations  and to provide more stable spreads between  investment  yields and
the rates on their financing sources. The Company has entered into interest rate
swap agreements for notional amounts totaling  approximately  $42.4 million with
financial  institution  counterparties  whereby the Company  swapped  fixed rate
instruments for floating rate instruments  based on the London Interbank Offered
Rate  ("LIBOR").  Amounts  arising from the  differential  are  recognized as an
adjustment to interest income related to the earning asset.  The agreements have
an average estimated maturity of August 2004.

The  Company  purchased  an  interest  rate cap for a notional  amount of $18.75
million at a cost of approximately  $71,000.  The interest rate cap provides for
payments to the Company should LIBOR exceed a specified  threshold  level during
the period from November 2003 to November 2007.

The  Company is exposed to credit  loss in the event of  non-performance  by the
counterparties  to the interest rate swap and cap  agreements,  although it does
not anticipate such non-performance.

5.  Available-for-Sale Securities

At December 31, 1997, the Company's  available-for-sale  securities consisted of
the following (in thousands):
<TABLE>
<CAPTION>

                                                                                 Gross
                                                                               Unrealized       Estimated
                                                                          ---------------------
                                                                  Cost      Gains     Losses    Fair Value
                                                              -----------------------------------------------
<S>                                                              <C>        <C>       <C>        <C> 
Federal National Mortgage Association, adjustable rate
   interest currently at 7.845%, due April 1, 2024               $ 2,176     $  -      $ (32)    $  2,144
Federal Home Loan Mortgage Association, adjustable rate
    interest currently at 7.916%, due June 1, 2024                   752        -        (10)         742
Federal National Mortgage Association, adjustable rate
   interest currently at 7.362%, due May 1, 2025                     440        -         (9)         431
Federal National Mortgage Association, adjustable rate
   interest currently at 7.965%, due May 1, 2026                   1,860        -        (20)       1,840
Federal National Mortgage Association, adjustable rate
   interest currently at 7.969%, due June 1, 2026                  4,545        29         -        4,574
Norwest Corp. Voting Common Stock, 630 shares                         17         7         -           24
SL Green Realty Corp. Voting Common Stock,
   85,600 shares                                                   1,798       422         -        2,220
                                                              ===============================================
                                                                 $11,588     $ 458     $ (71)    $ 11,975
                                                              ===============================================

</TABLE>



                                      F-14
<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

5.  Available-for-Sale Securities, continued

At December 31, 1996, the Company's  available-for-sale  securities consisted of
the following (in thousands):
<TABLE>
<CAPTION>

                                                                                 Gross
                                                                               Unrealized       Estimated
                                                                          ---------------------
                                                                  Cost      Gains     Losses    Fair Value
                                                              -----------------------------------------------
<S>                                                              <C>         <C>       <C>       <C>     
Federal National Mortgage Association, adjustable rate
   interest at 7.783% at December 31, 1996, due
   April 1, 2024                                                 $ 2,879     $  -      $ (34)    $  2,845
Federal Home Loan Mortgage Association, adjustable rate
    interest at 7.625% at December 31, 1996, due
   June 1, 2024                                                      967        -        (10)         957
Federal National Mortgage Association, adjustable rate
   interest at 7.292% at December 31, 1996, due May 1, 2025          732        -         (4)         728
Federal National Mortgage Association, adjustable rate
   interest at 6.144% at December 31, 1996, due May 1, 2026        3,260        -         (5)       3,255
Federal National Mortgage Association, adjustable rate
   interest at 6.116% at December 31, 1996, due June 1, 2026       6,299        31         -        6,330
                                                              ===============================================
                                                                 $14,137     $  31     $ (53)    $ 14,115
                                                              ===============================================
</TABLE>

The maturity dates of debt securities are not necessarily indicative of expected
maturities as principal is often prepaid on such instruments.

The 85,600 shares of SL Green Realty Corp. Common Stock were received as partial
payment for  advisory  services  rendered by Victor  Capital to SL Green  Realty
Corp.  These shares are restricted  from sale by the Company for a period of one
year from the date of issuance, August 20, 1997.

The cost of  securities  sold is  determined  using the specific  identification
method.

6.  Rental Properties

At December 31, 1996, the Company's rental property  portfolio included a retail
and mixed-use property carried at $8,585,000.  These properties were sold during
1997.

7.  Loans and Other Investments

The Company currently pursues investment and lending  opportunities  designed to
capitalize on  inefficiencies  in the real estate capital,  mortgage and finance
markets.  The Company has  classified its loans and other  investments  into the
following general categories:

     o  Mortgage  Loans.  The  Company  originates  and funds  senior and junior
        mortgage loans  ("Mortgage  Loans") to commercial real estate owners and
        property  developers  who  require  interim  financing  until  permanent
        financing can be obtained.  The Company's  Mortgage  Loans are generally
        not intended to be permanent in nature, but rather are intended to be of
        a  relatively  short-term  duration,  with  extension  options as deemed
        appropriate,  and  typically  require a balloon  payment of principal at
        maturity.  The Company may also  originate and fund  permanent  Mortgage
        Loans in which the Company intends to sell the senior  tranche,  thereby
        creating a Mezzanine Loan (as defined below).



                                      F-15

<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

7.  Loans and Other Investments, continued

     o  Mezzanine Loans.  The Company  originates  high-yielding  loans that are
        subordinate to first lien mortgage  loans on commercial  real estate and
        are  secured  either  by a  second  lien  mortgage  or a  pledge  of the
        ownership interests in the borrowing property owner. Alternatively,  the
        Company's  mezzanine  loans  can  take the  form of a  preferred  equity
        investment   in  the   borrower   with   substantially   similar   terms
        (collectively,  "Mezzanine Loans").  Generally,  the Company's Mezzanine
        Loans have a longer anticipated duration than its Mortgage Loans and are
        not intended to serve as transitional mortgage financing.

     o  Subordinated   Interests.   The  Company   pursues   rated  and  unrated
        investments in public and private subordinated interests  ("Subordinated
        Interests") in commercial collateralized mortgage obligations ("CMOs" or
        "CMO Bonds") and other CMBS.

     o  Other  Mortgage Loans  Receivable.  This  classification  includes loans
        originated  during the  Company's  prior  operations as a REIT and other
        loans and investments not meeting the above criteria.

At  December  31,  1997 and 1996,  the  Company's  loans  and other  investments
consisted of the following (in thousands):

                                                      1997               1996
                                               ------------------- -------------
   (1)  Mortgage Loans                           $      124,349      $     -
   (2)  Mezzanine Loans                                  76,373            -
   (3)  Subordinated Interest                            49,490            -
   (4)  Other mortgage loans receivable                   2,062           1,576
                                               ------------------- -------------
                                                        252,274           1,576
   Less:  reserve for possible credit losses               (462)           -
                                               =================== =============
   Total loans and other investments             $      251,812      $    1,576
                                               =================== =============

There were no charges against the reserve for possible credit losses in 1997.

At December  31,  1997,  $189.9  million of the  aforementioned  loans and other
investments  bear  interest at floating  rates ranging from LIBOR plus 375 basis
points to LIBOR plus 600 basis points.  The remaining $62.4 million of loans and
other  investments were financed at fixed rates ranging from 8.50% to 12.00%. At
December 31, 1997, the average  earning rate in effect,  before giving effect to
interest  rate  swaps  (See  Note 4) but  including  amortization  of  fees  and
premiums, was 10.95%.

(1) The Company has five Mortgage Loans in its portfolio as described below:

     (A) On August 4, 1997, the Company originated,  and funded in part, a $35.0
         million commitment for a subordinated mortgage loan for improvements to
         a mixed-use property in Chicago,  Illinois.  The loan is subordinate to
         senior  indebtedness  and is secured by the mixed-use  property and two
         mortgage notes  aggregating $9.6 million on nearby  development  sites.
         The loan has a two-year  initial term with a one-year  extension option
         available  to the  borrower,  subject  to  certain  conditions,  and is
         payable upon the sale of the property  unless the Company  approves the
         assumption of the debt by an institutional investor. On August 4, 1997,
         the Company funded $19.0 million against the aforementioned  commitment
         and,  subsequently,  on August 19,  1997,  the Company  entered  into a
         participation agreement with a third party (the "Participant") pursuant
         to which the Company  assigned a 42.9% (or $15.0  million)  interest in
         the  loan.  In  connection  with  the  participation   agreement,   the
         Participant paid to the Company  approximately $8.2 million or 42.9% of
         the $19.0 million  previously funded by the Company.  During the period
         to December 31, 1997, the Company and the Participant funded additional
         amounts  aggregating $4.3 million,  of which $1.8 million was funded by
         the Participant.



                                      F-16
<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

7.    Loans and Other Investments, continued

         On December  31,  1997,  the Company  reacquired  two-thirds  (or $10.0
         million) of the $15.0 million  participation  previously  assigned to a
         third party on August 19, 1997 at par or $6.6 million.

         Through  December  31,  1997,  the  Company's  portion  of the  funding
         provided  under the  mortgage  loan  aggregated  $19.9  million and the
         Company's remaining share of the commitment amounts to $10.1 million.

     (B) On November 7, 1997, the Company  originated and funded a $50.3 million
         second   mortgage  loan  on  an  office  building  in  New  York  City.
         Simultaneous  with the loan  funding,  the Company  entered into a pari
         passu participation agreement to which it sold a 50% (or $25.1 million)
         participation   interest   in  the  loan  to  EOP   Operating   Limited
         Partnership,  whose general partner is Equity Office  Properties Trust,
         an  affiliate  of the  Company.  The  loan  is  subordinate  to  senior
         indebtedness  and is further secured by various  additional  collateral
         owned by a  principal  of the  borrower  as well as a limited  personal
         guarantee of a principal of the borrower. Collection under the personal
         guarantee  and the other  collateral is limited to $10.0  million.  The
         loan has a  two-year  initial  term with a  one-year  extension  option
         available to the borrower and bears  interest at a specified  rate over
         LIBOR,  which such rate increases  during the extension  period.  Under
         certain circumstances, the borrower may defer a portion of the interest
         accrued  on the loan  during the  initial  two-year  term  subject to a
         specified  minimum  rate.  The loan is interest only during the initial
         two-year  term with excess cash flow after  determined  reserves  being
         applied to amortization during the extension term.

         On December 30, 1997, the Company reacquired $20.1 million of the $25.1
         million  participation  previously  assigned to EOP  Operating  Limited
         Partnership  on  November 7, 1997 at par. At  December  31,  1997,  the
         Company's share of the second mortgage loan aggregated $45.3 million.

         The  following is a summary of the financial  information  for the year
         ended December 31, 1997 of the  aforementioned  property related to the
         Company's mortgage loan:

         Revenues (primarily rent)                               $ 33,237,000
         Expenses (primarily utilities, operating and taxes)       10,162,000

     (C) On December 17, 1997,  the Company funded a $6.0 million first mortgage
         acquisition  loan secured by a first mortgage on an office building and
         movie theatre in St. Louis,  Missouri. The loan is further secured by a
         pledge of all the  partnership  interests in the borrower.  The loan is
         for  one  year  and  bears  interest  at a  fixed  rate.  The  loan  is
         non-amortizing  and  features  a  conversion  option  which  gives  the
         borrower the option of converting the loan into a long-term, fixed rate
         mortgage, subject to certain covenants.

     (D) On December 18,  1997,  the Company  originated,  and funded in part, a
         $6.0  million  subordinated  participation  in a  $20.5  million  first
         mortgage  acquisition  loan  on a  retail/office  building  in  Boston,
         Massachusetts.  The Company funded $4.5 million of its participation at
         the closing and the other  participant has fully funded its commitment.
         Additional  fundings  will be  made  for  approved  costs  incurred  in
         conjunction  with leases  executed in  accordance  with  pre-determined
         guidelines.  The  entire  loan is secured  by a first  mortgage  on the
         building and a pledge of the ownership  interests in the borrower.  The
         loan has a term of two years and bears  interest  at a  specified  rate
         above LIBOR. The loan is non-amortizing,  and provides for a conversion
         option that gives the borrower the option of converting the loan into a
         long-term, fixed rate mortgage, subject to certain covenants.


                                      F-17
<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

7.  Loans and Other Investments, continued

     (E) On December 23, 1997,  the Company  purchased a $62.6 million  mortgage
         loan  obligation   from  a  financial   institution  at  a  premium  of
         approximately $1.4 million.  The loan is secured by a first mortgage on
         an office and retail property in New York City. With the acquisition of
         the mortgage loan obligation,  the Company acquired an existing loan of
         approximately   $47.3   million  and  assumed  an  obligation  to  make
         additional  advances of  approximately  $15.3 million.  The loan, which
         matures in January 2001,  bears interest at a fixed rate over LIBOR for
         its term.  Prepayment of the loan is permitted  during the entire term,
         but is  subject  to a  prepayment  penalty  during the first two years.
         There is no  prepayment  penalty  during the final year of the loan.  A
         specified fee is due from the borrower to the Company upon satisfaction
         of the loan.

         The  following is a summary of the financial  information  for the year
         ended December 31, 1997 of the  aforementioned  property related to the
         Company's mortgage loan:

         Revenues (primarily rent)                                $ 7,396,000
         Expenses (primarily utilities, operating and taxes)        5,802,000

(2) The Company has entered into five Mezzanine Loans as detailed below:

     (A) On September 19, 1997 the Company  completed a fixed rate investment in
         the  form  of a $15.0  million  portion  of a ten  year  $80.0  million
         mezzanine  loan  secured by a pledge of the  ownership interests in the
         entities  that own an office  building in New York City.  Additionally,
         the investment is secured by a full payment  guarantee by the principal
         owner  of the  property  owning  entities,  in  the  event  of  certain
         circumstances,  including bankruptcy. The investment was purchased at a
         premium for approximately  $15.6 million. In the event that excess cash
         flow available,  as defined, is insufficient to pay the loan's interest
         currently,  up to 2% can be accrued and added to  principal.  Scheduled
         maturity of the Note is April 2007, with prepayment  prohibited for the
         first five years but  permitted  during the  following  four years with
         yield  maintenance.  The loan is fully  prepayable  with no  premium or
         penalty in the tenth year.

     (B) On October  31,  1997 the  Company  completed  a five year,  fixed rate
         investment in the form of a $10.0 million second  mortgage loan secured
         by a mortgage on the interests of a 64%  tenancy-in-common  interest in
         an office building in New York City. Additionally,  the loan is further
         secured  by a  pledge  by  100%  of  the  membership  interests  in the
         borrower.  The loan is  non-amortizing  and may be  prepaid  with yield
         maintenance at any time. The borrower  established an interest  reserve
         at closing.

     (C) On  December 5, 1997,  the Company  originated  a $3.0  million  second
         mortgage loan on an assisted  living  facility in Great Neck, New York.
         The fixed rate loan has a term of five years and is secured by a second
         mortgage  on  the  property  and  limited  personal  guarantees  of the
         principals  of the  borrower,  which  decrease as the  occupancy of the
         property increases. Amortization is dependent on excess cash flow being
         generated.  A fee  is  due  from  the  borrower  to  the  Company  upon
         satisfaction  of the loan that will  provide the Company  with a stated
         internal rate of return, which increases over the term of the loan.

     (D) On December 29, 1997, the Company  purchased a $25.0 million fixed rate
         mezzanine loan, which matures in September 2007, for $25.8 million. The
         loan is secured by a pledge of the ownership  interests in the entities
         that own the office and retail  property in New York City.  The loan is
         further  secured by a full payment  guaranty by the principals that own
         the property in the event of certain occurrences, including bankruptcy.
         Prepayment  of the loan is  permitted  during  the entire  loan  period
         subject to yield maintenance during the first six years of the loan and
         without  prepayment  premium or penalty for the  remainder  of the loan
         term.


                                      F-18

<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

7.  Loans and Other Investments, continued

     (E) On December 31, 1997, the Company  completed a $22.0 million  preferred
         equity  interest  investment  in an  office/retail  property  in  Santa
         Monica,  California. The preferred equity interest has a remaining term
         of 34 months and pays  dividends  at a specified  rate over LIBOR until
         redemption.  Early  redemption of the preferred  equity interest is not
         permitted  during the first four  months  following  the closing of the
         acquisition  transaction.  The preferred  equity interest is subject to
         early  redemption  penalties  for the period from the fifth through the
         twenty-second  months of the Company's  ownership and is not subject to
         any penalties during the last year proceeding the mandatory  redemption
         date.

(3)  On  June  30,  1997  the  Company  completed  an  investment  in a  junior,
     subordinated class of CMBS. The CMBS investment consists of securities with
     a face value of $49.6  million  purchased at a discount  for $49.2  million
     plus accrued fees. The investment was originally  collateralized  by twenty
     short-term  commercial  notes receivable with original  maturities  ranging
     from two to three years.

     In addition,  the Company was named "special  servicer" for the entire $413
     million loan  portfolio in which  capacity the Company will earn fee income
     for  management of the  collection  process  should any of the loans become
     non-performing.  At  December  31,  1997,  no fees  relating to the special
     servicing arrangement were earned.


 (4) The other  mortgage  loan  receivables  are  collateralized  by real estate
     properties  in  California  and  Arizona  that  arose from the sale of real
     estate.  These  mortgage loans  receivable  mature at varying dates between
     February 11, 1999 and March 31, 2012.

8.  Equipment and Leasehold Improvements

At December 31, 1997 and 1996,  equipment and leasehold  improvements,  net, are
summarized as follows (in thousands):

<TABLE>
<CAPTION>


                                        Period of
                                     Depreciation or
                                       Amortization              1997               1996
                                   -----------------------   --------------    ----------------

<S>                                   <C>                      <C>               <C>    
   Office equipment                   3 to 7 years               $   307           $    80
   Leasehold improvements             Term of leases                 143               -
                                                             --------------    ----------------
                                                                     450                80
   Less:  accumulated depreciation                                   (93)              (29)
                                                              ==============    ================
                                                                  $  357           $    51
                                                              ==============    ================
</TABLE>

Depreciation  and amortization  expense on equipment and leasehold  improvements
totaled $64,000, $19,000 and $10,000 for the years ended December 31, 1997, 1996
and 1995,  respectively.  Equipment and leasehold  improvements  are included in
prepaid and other assets in the consolidated balance sheets.



                                      F-19

<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

9.  Notes Payable

At December 31, 1997, the Company has notes payable aggregating $5.0 million.

In connection  with the  acquisition of Victor Capital and affiliated  entities,
the  Company  issued  $5.0  million  of  non-interest  bearing  unsecured  notes
("Acquisition  Notes") to the sellers,  payable in ten  semi-annual  payments of
$500,000. The Acquisition Notes have been discounted to $3.9 million based on an
imputed  interest rate of 9.5%.  At December 31, 1997,  the net present value of
the Acquisition  Notes (including  interest  payable)  amounted to approximately
$4.1 million.

The  Company  is also  indebted  under a note  payable  due to a life  insurance
company.  This note is secured by the property  that was sold in 1997.  The note
bears  interest at 9.50% per annum with principal and interest  payable  monthly
until  August 7, 2017 when the entire  unpaid  principal  balance and any unpaid
interest  is due.  The life  insurance  company has the right to call the entire
note due and payable  upon ninety days prior  written  notice.  At December  31,
1997, the balance of the note payable amounted to approximately $859,000.

As of December 31, 1996, the Company had long-term  notes payable of $5,169,000,
most of which were collateralized by deeds of trust on rental properties with an
aggregate book value of $8,585,000.  These notes were due in installments to the
year 2014 and had interest rates ranging from 8% to 10.75%.  Except for the note
payable  described in the  preceding  paragraph,  these notes were repaid during
1997.

10.  Long-Term Debt

Credit Facility

Effective September 30, 1997, the Company entered into a credit agreement with a
commercial  lender that  provides for a  three-year  $150 million line of credit
(the  "Credit  Facility").  The Credit  Facility  provides  for advances to fund
lender-approved  loans and investments  made by the Company  ("Funded  Portfolio
Assets").

The  obligations of the Company under the Credit Facility are secured by pledges
of the Funded Portfolio Assets acquired with advances under the Credit Facility.
Borrowings under the Credit Facility bear interest at specified rates over LIBOR
(averaging  approximately  8.2% for the  borrowing  outstanding  at December 31,
1997)  which  rates may  fluctuate  based upon the credit  quality of the Funded
Portfolio  Assets.  The  Company  incurred  an initial  commitment  fee upon the
signing of the credit agreement and is obligated to pay an additional commitment
fee when the total  borrowing  under the Credit  Facility  exceeds $75  million.
Future repayments and redrawdowns of amounts  previously subject to the drawdown
fee will not require the Company to pay any additional fees. The Credit Facility
provides for margin  calls on  asset-specific  borrowings  in the event of asset
quality  and/or  market  value  deterioration  as  determined  under the  Credit
Facility. The Credit Facility contains customary representations and warranties,
covenants  and  conditions  and  events of  default.  The Credit  Facility  also
contains a covenant  obligating  the Company to avoid  undergoing  an  ownership
change that results in Craig M. Hatkoff,  John R. Klopp or Samuel Zell no longer
retaining their senior offices and  trusteeships  with the Company and practical
control of the Company's business and operations.

On December 31, 1997, the unused Credit Facility amounted to $70.1 million.



                                      F-20
<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

10.  Long-Term Debt, continued

Repurchase Obligations

The Company has entered into four repurchase agreements.

Three of the repurchase  agreements  arose in connection  with the purchase of a
mezzanine  loan,  the  CMBS  investment  and  the  preferred  equity  investment
described  in Note 7. At  December  31,  1997,  the Company has sold such assets
totaling $97.3 million and has a liability to repurchase  these assets for $72.7
million.  The liability  balance of $72.7  million  bears  interest at specified
rates over LIBOR (weighted average of 6.75% at December 31, 1997), and generally
have a one  year  term  with  extensions  available  by  mutual  consent.  These
agreements mature in late December 1998.

The Company also has entered into a repurchase agreement in conjunction with the
financing of all of its FNMA and FHLMC  securities.  At December  31, 1997,  the
Company has sold such securities with a book value totaling $9.8 million (market
value $9.7  million)  and has a liability  to  repurchase  these assets for $9.5
million.  The  liability  balance of $9.5 million bears  interest at 6.40%,  and
matures on January 29, 1998.


11.  Shareholders' Equity

Authorized Capital

Pursuant to the Company's Amended and Restated  Declaration of Trust, all of the
Company's  previously  issued common shares of  beneficial  interest,  $1.00 par
value,  were  reclassified  as Class A Common Shares on July 15, 1997. The total
number of  authorized  capital  shares of the Company is unlimited and currently
consists  of (i)  Class  A  Preferred  Shares,  (ii)  class  B  9.5%  cumulative
convertible non-voting preferred shares of beneficial interest, $1.00 par value,
in the Company ("Class B Preferred  Shares"),  (iii) Class A Common Shares,  and
(iv) class B common  shares of  beneficial  interest,  $1.00 par  value,  in the
Company  ("Class  B  Common  Shares").  As of  December  31,  1997,  there  were
12,267,658 Class A Preferred Shares issued and outstanding, no Class B Preferred
Shares  issued and  outstanding,  18,157,150  Class A Common  Shares  issued and
outstanding  and no Class B Common Shares issued and  outstanding.  The board of
trustees is authorized,  with certain exceptions, to provide for the issuance of
additional  preferred  shares of  beneficial  interest in one or more classes or
series.

Common Shares

Except as described  herein or as required by law, all Class A Common Shares and
Class  B  Common  Shares  are  identical  and  entitled  to the  same  dividend,
liquidation  and other  rights.  The Class A Common  Shares  are  voting  shares
entitled to vote on all matters  presented to a vote of shareholders,  except as
provided  by law or subject to the voting  rights of any  outstanding  preferred
shares.  The Class B Common Shares do not have voting rights and are not counted
in determining  the presence of a quorum for the  transaction of business at any
meeting  of the  shareholders.  Holders  of record of Class A Common  Shares and
Class B  Common  Shares  on the  record  date  fixed by the  Company's  board of
trustees are entitled to receive such  dividends as may be declared by the board
of  trustees  subject  to the rights of the  holders of any series of  preferred
shares.

Each Class A Common  Share is  convertible  at the option of the holder  thereof
into one Class B Common Share and, subject to certain  conditions,  each Class B
Common  Share is  convertible  at the option of the holder  thereof into Class A
Common Share.

The Company is restricted  from declaring or paying any dividends on its Class A
Common Shares or Class B Common  Shares unless all accrued and unpaid  dividends
with respect to the Class A Preferred Shares have been paid in full.


                                      F-21

<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

11.  Shareholders' Equity, continued

Preferred Shares

In  connection  with the  adoption of the Amended and  Restated  Designation  of
Trust,  the  Company  created  two  classes  of  preferred  shares,  the Class A
Preferred Shares and the Class B Preferred Shares (collectively,  the "Preferred
Shares").  Each class of  Preferred  Shares  consists of  12,639,405  authorized
shares,  as specified in the certificate of designation,  preferences and rights
with  respect   thereto   adopted  on  July  15,  1997  (the   "Certificate   of
Designation").  On July 15, 1997,  Veqtor purchased from the Company  12,267,658
Class A Preferred Shares for an aggregate  purchase price of  approximately  $33
million.

Except as  described  herein or as required by law,  both  classes of  Preferred
Shares are identical and entitled to the same  dividend,  liquidation  and other
rights  as  provided  in  the   Certificate  of  Designation  and  the  Restated
Declaration. The Class A Preferred Shares are entitled to vote together with the
holders of the Class A Common Shares as a single class on all matters  submitted
to a vote of  shareholders.  Each Class A Preferred  Share  entitles  the holder
thereof  to a number of votes per  share  equal to the  number of Class A Common
Shares into which such Class A Preferred  Share is then  convertible.  Except as
described herein, the Class B Preferred Shares do not have voting rights and are
not  counted in  determining  the  presence of a quorum for the  transaction  of
business at a shareholders' meeting. The affirmative vote of the shareholders of
a majority of the outstanding  Preferred  Shares,  voting together as a separate
single  class,  except in certain  circumstances,  have the right to approve any
merger,  consolidation or transfer of all or substantially  all of the assets of
the Company.  Holders of the Preferred Shares are entitled to receive,  when and
as declared by the board of trustees,  cash  dividends  per share at the rate of
9.5% per  annum on a per share  price of  $2.69.  Such  dividends  shall  accrue
(whether or not declared)  and, to the extent not paid for any dividend  period,
will be cumulative.  Dividends on the Preferred Shares are payable,  when and as
declared,  semi-annually,  in  arrears,  on December 26 and June 25 of each year
commencing December 26, 1997.

Each Class A Preferred  Share is convertible at the option of the holder thereof
into an equal  number of Class B Preferred  Shares,  or into a number of Class A
Common  Shares  equal to the  ratio of (x)  $2.69  plus an  amount  equal to all
dividends per share accrued and unpaid thereon as of the date of such conversion
to (y) the Conversion  Price in effect as of the date of such  conversion.  Each
Class B  Preferred  Share is  convertible  at the option of the holder  thereof,
subject to certain conditions,  into an equal number of Class A Preferred Shares
or into a number of Class B Common  Shares  equal to the ratio of (x) $2.69 plus
an amount equal to all dividends per share accrued and unpaid  thereon as of the
date of such conversion to (y) the Conversion  Price in effect as of the date of
such conversion. The Conversion Price as of December 31, 1997 is $2.69.

12.  General and Administrative Expenses

General and administrative  expenses for the years ended  December 31, 1997,  
1996 and 1995 consist of (in thousands):
<TABLE>
<CAPTION>

                                               1997                   1996                   1995
                                      ------------------     ------------------     ------------------
<S>                                     <C>                    <C>                    <C>        
   Salaries and Benefits                $     5,035            $      -               $        19
   Professional services                      2,311                    295                    212
   Other                                      2,117                  1,208                    702
                                      ==================     ==================     ==================
   Total                                $     9,463            $     1,503            $       933
                                      ==================     ==================     ==================

</TABLE>


                                      F-22

<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

13.  Income Taxes

The  Company  and its  subsidiaries  will elect to file a  consolidated  federal
income tax return for the year ending  December  31,  1997.  The  provision  for
income taxes for the year ended December 31, 1997 is comprised of the following:

Current
   Federal                                                -
   State                                                  -
   Local                                                  55
Deferred
   Federal                                                -
   State                                                  -
   Local                                                  -
                                                   ==============
Provision for income taxes                             $  55
                                                   ==============

The Company has federal net operating loss carryforwards ("NOLs") as of December
31, 1997 of  approximately  $20.2  million.  Such NOLs expire  through 2012. The
Company also had a federal capital loss carryover of approximately  $1.6 million
that can be used to offset  future  capital  gains.  Due to CRIL's  purchase  of
6,959,593 Class A Common Shares from the Company's Former Parent in January 1997
and  another  prior  ownership  change,  a  substantial  portion of the NOLs are
limited for federal income tax purposes to approximately  $1.5 million annually.
Any unused portion of such annual  limitation  can be carried  forward to future
periods.

The reconciliation of income tax computed at the U.S. federal statutory tax rate
to the  effective  income tax rate for the year ended  December  31,  1997 is as
follows (in thousands):
<TABLE>

<S>                                                                            <C>            <C>    
   Federal income tax at statutory rate (34%)                                   $ (1,531)      (34.0)%
   State and local taxes, net of federal tax benefit                                  36         0.1 %
   Tax benefit of net operating loss not currently recognized                      1,536        34.0 %
   Other                                                                              14         0.0 %
                                                                            ==============================
                                                                                $     55         0.1 %
                                                                            ==============================
</TABLE>

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for tax reporting purposes.

The components of the net deferred tax assets  recorded under SFAS No. 109 as of
December 31, 1997 is as follows (in thousands):

   Net operating loss carryforward                                 $    9,090
   Reserves on other assets and for possible credit losses              3,326
   Deferred revenue                                                       616
   Reserve for uncollectible accounts                                     208
                                                                 --------------
   Deferred tax assets                                             $   13,240
   Valuation allowance                                                (13,240)
                                                                 --------------
                                                                   $     -
                                                                 ==============

The Company  recorded a valuation  allowance  to fully  reserve its net deferred
assets.  Under SFAS No. 109, this valuation allowance will be adjusted in future
years, as appropriate. However, the timing and extent of such future adjustments
can not presently be determined.

                                      F-23

<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

14.  Employee Benefit Plans

1997 Long-Term Incentive Share Plan

On May 23, 1997, the board of trustees adopted the 1997 Long-Term Incentive Plan
(the "Incentive Share Plan"),  which became effective upon shareholder  approval
on July 15, 1997 at the 1997 annual  meeting of  shareholders  (the "1997 Annual
Meeting").  The  Incentive  Share Plan permits the grant of  nonqualified  share
option  ("NQSO"),  incentive  share  option  ("ISO"),  restricted  share,  share
appreciation right ("SAR"),  performance unit,  performance share and share unit
awards. The Company has reserved an aggregate of 2,000,000 Class A Common Shares
for issuance  pursuant to awards under the Incentive  Share Plan and the Trustee
Share Plan (as defined below).  The maximum number of shares that may be subject
of awards to any  employee  during the term of the plan may not  exceed  500,000
shares and the maximum  amount  payable in cash to any employee  with respect to
any performance  period pursuant to any  performance  unit or performance  share
award is $1.0 million.  Through  December 31, 1997, the Company had  outstanding
ISOs and NQSOs (the "Grants")  pursuant to the Incentive  Share Plan to purchase
an aggregate of 607,000  Class A Common  Shares with an exercise  price of $6.00
per share (the  closing  Class A Common  Share  price on the date of the grant).
None of the  options  are  exercisable  at  December  31,  1997 and they  have a
remaining contractual life of 9-1/2 years.

The ISOs shall be  exercisable  no more than ten years after their date of grant
and five years after the grant in the case of a 10%  shareholder and vest over a
period of three years with one-third vesting at each anniversary  date.  Payment
of an option may be made with cash, with previously owned Class A Common Shares,
by foregoing compensation in accordance with performance  compensation committee
or compensation committee rules or by a combination of these.

Restricted shares may be granted under the Incentive Share Plan with performance
goals and periods of  restriction  as the board of trustees may  designate.  The
performance  goals may be based on the  attainment of certain  objective  and/or
subjective measures. The Incentive Share Plan also authorizes the grant of share
units at any time and from time to time on such terms as shall be  determined by
the board of trustees or administering compensation committee. Share units shall
be payable  in Class A Common  Shares  upon the  occurrence  of certain  trigger
events.  The terms and  conditions of the trigger  events may vary by share unit
award, by the participant, or both.

SFAS No. 123,  "Accounting for Stock-Based  Compensation" was issued by the FASB
in October 1995. SFAS No. 123 encourages the adoption of a new fair-value  based
accounting method for employee stock-based compensation plans. SFAS No. 123 also
permits companies to continue  accounting for stock-based  compensation plans as
prescribed  by APB  Opinion  No. 25.  However,  companies  electing  to continue
accounting for stock-based compensation plans under the APB Opinion No. 25, must
make pro  forma  disclosures  as if the  company  adopted  the cost  recognition
requirements  under SFAS No.  123.  The  Company  has  continued  to account for
stock-based  compensation  under  the  APB  Opinion  No.  25.  Accordingly,   no
compensation  cost has  been  recognized  for the  Incentive  Share  Plan or the
Trustee Share Plan in the accompanying  consolidated  statement of operations as
the exercise price of the share options  granted  thereunder  equaled the market
price of the underlying shares on the date of the Grant.

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the  following   weighted  average
assumptions used for grants in 1997,  respectively:  (1) dividend yield of zero;
(2) expected  volatility of 40%; (3) risk-free interest rate of 5.71% and (4) an
expected  life of five  years.  The  weighted  average  fair value of each share
option granted during the year ended December 31, 1997 was $2.63.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options  that have no vesting  restrictions  and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective  assumptions  including the expected share price volatility.  Because
the  Company's  employee  share  options  have   characteristics   significantly
different from those of traded  options,  and because  changes in the subjective
input assumptions can materially affect the fair value 

                                      F-24

<PAGE>
                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

14.  Employee Benefit Plans, continued

estimate,  in  management's  opinion,  the  existing  models do not  necessarily
provide a  reliable  single  measure  of the fair  value of its  employee  share
options.

For purposes of pro forma  disclosures,  the estimated fair value of the options
is amortized to expense over the  options'  vesting  period.  For the year ended
December  31,  1997,  pro  forma net loss,  after  giving  effect to the Class A
Preferred  Share  dividend  requirement,  and basic and diluted  loss per share,
after  giving  effect to the fair value of the grants  would be $6.2 million and
$0.65, respectively.

The pro forma  information  presented above is not  representative of the effect
share options will have on pro forma net income or earnings per share for future
years.

1997 Non-Employee Trustee Share Plan

On May 23, 1997,  the board of trustees  adopted the 1997  Non-Employee  Trustee
Share Plan (the "Trustee Share Plan"),  which became  effective upon shareholder
approval  on July 15, 1997 at the 1997 Annual  Meeting.  The Trustee  Share Plan
permits the grant of NQSO,  restricted shares, SAR,  performance unit, share and
share unit awards.  The Company has  reserved an aggregate of 2,000,000  Class A
Common  Shares for issuance  pursuant to awards under the Trustee Share Plan and
the Incentive Share Plan.  Through December 31, 1997, the Company issued to each
of two  trustees  pursuant  to the Trustee  Share Plan NQSOs to purchase  25,000
Class A Common  Shares  with an exercise  price of $6.00 per share (the  closing
Class A Common Share price on the date of grant).

The board of trustees  shall  determine  the  purchase  price per Class A Common
Share covered by a NQSO granted under the Trustee Share Plan.  Payment of a NQSO
may be made with cash, with previously owned Class A Common Shares, by foregoing
compensation in accordance  with board rules or by a combination of these.  SARs
may be  granted  under  the  plan  in lieu  of  NQSOS,  in  addition  to  NQSOS,
independent of NQSOs or as a combination of the foregoing.  A holder of a SAR is
entitled  upon  exercise  to  receive  Class  A  Common  Shares,  or  cash  or a
combination of both, as the board of trustees may  determine,  equal in value on
the date of exercise to the amount by which the fair market value of one Class A
Common  Share on the date of exercise  exceeds the  exercise  price fixed by the
board on the date of grant  (which  price  shall  not be less  than  100% of the
market price of a Class A Common Share on the date of grant)  multiplied  by the
number of shares in respect of which the SARs are exercised.

Restricted  shares may be granted under the Trustee Share Plan with  performance
goals and periods of  restriction  as the board of trustees may  designate.  The
performance  goals may be based on the  attainment of certain  objective  and/or
subjective  measures.  The Trustee Share Plan also authorizes the grant of share
units at any time and from time to time on such terms as shall be  determined by
the board of  trustees.  Share units  shall be payable in Class A Common  Shares
upon the occurrence of certain trigger  events.  The terms and conditions of the
trigger events may vary by share unit award, by the participant, or both.

                                      F-25

<PAGE>
                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)


15.  Fair Values of Financial Instruments

SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments," requires
disclosure of fair value information about financial instruments, whether or not
recognized in the statement of financial condition,  for which it is practicable
to estimate that value.  In cases where quoted market prices are not  available,
fair values are based upon  estimates  using  present  value or other  valuation
techniques. Those techniques are significantly affected by the assumptions used,
including the discount rate and the estimated future cash flows. In that regard,
the derived  fair value  estimates  cannot be  substantiated  by  comparison  to
independent  markets  and,  in many cases,  could not be  realized in  immediate
settlement  of  the  instrument.   SFAS  No.  107  excludes  certain   financial
instruments and all non-financial  instruments from its disclosure requirements.
Accordingly,  the aggregate  fair value amounts do not represent the  underlying
value of the Company.

The following  methods and  assumptions  were used to estimate the fair value of
each class  financial  instruments  for which it is practicable to estimate that
value:

   Cash and cash  equivalents:  The  carrying  amount  of cash on hand and money
   market funds is considered to be a reasonable estimate of fair value.

   Available-for-sale  securities:  The fair value was determined based upon the
   market value of the securities.

   Investing and lending  transactions,  net: The fair values were  estimated by
   using current institutional  purchaser yield requirements.  The fair value of
   the investing and lending transactions totaled $252.7 million at December 31,
   1997.

   Interest rate swap  agreement:  The fair value was  estimated  based upon the
   amount at which similar  financial  instruments  would be valued. At December
   31, 1997, the fair value of the interest rate swaps approximated ($874,000).

   Interest  rate cap  agreement:  The fair value was  estimated  based upon the
   amount at which similar  financial  instruments  would be valued. At December
   31, 1997, the fair value of the interest rate cap approximated $70,000.

   Credit Facility: The Credit Facility was entered into effective September 30,
   1997 at floating rates of interest,  and  therefore,  the carrying value is a
   reasonable estimate of fair value.

   Repurchase obligation: The repurchase obligations bear interest at a floating
   rate and the book value is a reasonable estimate of fair value.

The notes included above reflect fair values where appropriate for the financial
instruments  of the Company,  utilizing the  assumptions  and  methodologies  as
defined.


                                      F-26
<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

16.  Supplemental Schedule of Non-Cash and Financing Activities

The following is a summary of the significant  non-cash  investing and financing
activities during the year ended December 31, 1997:

Stock received as partial compensation for advisory services          $  1,798

In connection  with the sale of  properties  and notes  receivable,  the Company
entered  into various  non-cash  transactions  as follows  during the year ended
December 31, 1997 (in thousands):

Sales price less selling costs                           $    8,396
Amount due from buyer                                        (1,090)
                                                       ----------------
Net cash received                                        $    7,306
                                                       ================

Interest  paid on the  Company's  outstanding  debt for 1997,  1996 and 1995 was
$1,877,000, $550,000 and $730,000, respectively.

17.  Transactions with Related Parties

The Company entered into a consulting agreement, dated as of July 15, 1997, with
a trustee  of the  Company.  The  consulting  agreement  has a term of one year.
Pursuant to the  agreement,  the Trustee  provides  consulting  services for the
Company  including  strategic  planning,  identifying and  negotiating  mergers,
acquisitions, joint ventures and strategic alliances, and advising as to capital
structure  matters.  During the year ended  December  31,  1997 the  Company has
incurred an expense of $300,000 in connection with this agreement.

The Company pays EGI, an affiliate  under common  control of the Chairman of the
board of trustees, for certain corporate services provided to the Company. These
services  include  consulting on legal matters,  tax matters,  risk  management,
investor  relations and investment  banking.  During the year ended December 31,
1997,  the Company has incurred  $134,000 of expenses in  connection  with these
services.

During 1996 and 1995, the Company shared certain  personnel and other costs with
Former  Parent.  The  Company  reimbursed  Former  Parent  pursuant  to  a  cost
allocation  agreement  based on each  Company's  respective  asset  values (real
property and notes  receivable) that was subject to annual  negotiation.  During
1996 and 1995,  reimbursable  costs  charged  to the  Company  by  Former  Owner
approximated $258,000 and $435,000,  respectively. The 1995 amount was partially
offset  against  $202,000 (net of valuation  allowances  of $141,000)  which was
recorded as due from Former Parent at December 31, 1994.

At December 31, 1996, the Company owed $31,000 to the Former Parent  pursuant to
the cost allocation agreement. The cost allocation agreement between the Company
and the Former  Parent was  terminated on January 7, 1997. At December 31, 1997,
the  Company  had no  amounts  due to the  Former  Parent  pursuant  to the cost
allocation arrangement.

During the year  ended  December  31,  1997,  the  Company,  through  two of its
acquired subsidiaries,  earned asset management fees pursuant to agreements with
entities in which two of the executive officers and trustees of the Company have
an  equity  interest  and serve as  officers,  members  or as a general  partner
thereof.  During the year ended December 31, 1997,  the Company earned  $327,000
from such agreements,  which has been included in the consolidated  statement of
operations.

                                      F-27

<PAGE>

                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)

18.  Commitments and Contingencies

Leases

The Company leases premises and equipment  under  operating  leases with various
expiration  dates.  Minimum  annual rental  payments at December 31, 1997 are as
follows (in thousands):

Years ending December 31:
   1998                                                $    508
   1999                                                     515
   2000                                                     197
   2001                                                      23
   2002                                                      23
                                                    ===============
                                                       $  1,266
                                                    ===============

Rent expense for office space and  equipment  amounted to $310,000,  $40,000 and
$30,000 for the years ended December 31, 1997, 1996 and 1995, respectively.

Litigation

In the normal  course of  business,  the  Company  is  subject to various  legal
proceedings and claims, the resolution of which, in management's  opinion,  will
not have a material adverse effect on the consolidated financial position or the
results of operations of the company.

Employment Agreements

The Company has employment agreements with three of its executive officers.

The  employment  agreements  with  two of the  executive  officers  provide  for
five-year  terms of employment  commencing as of July 15, 1997.  Such agreements
contain  extension  options  that extend such  agreements  automatically  unless
terminated by notice,  as defined,  by either party.  The employment  agreements
provide  for base annual  salaries of  $500,000,  which will be  increased  each
calendar year to reflect  increases in the cost of living and will  otherwise be
subject to increase in the  discretion of the board of trustees.  Such executive
officers are also entitled to annual  incentive cash bonuses to be determined by
the board of trustees based on individual  performance and the  profitability of
the Company and are  participants in the Incentive Share Plan and other employee
benefit plans of the Company.

The employment  agreement with another executive officer provides for a two-year
employment  term.  Such  agreement  contains  extension  options that extend the
agreement  automatically  unless  terminated  by  notice by  either  party.  The
employment  agreement  provides  for base  annual  salary  of  $300,000,  annual
bonuses,  as specified,  at the end of 1997 and 1998, and  participation  in the
Incentive  Share Plan and other  employee  benefit  plans of the  Company.  Such
executive  officer  is also  entitled  to an annual  incentive  cash bonus to be
determined  by the board of trustees  based on  individual  performance  and the
profitability of the Company.


                                      F-28
<PAGE>
                        Capital Trust and Subsidiaries
             Notes to Consolidated Financial Statements (continued)


19.  Summary of Quarterly Results of Operations (Unaudited)

The following is a summary of the unaudited  quarterly results of operations for
the years ended December 31, 1997, 1996 and 1995:
<TABLE>
<CAPTION>


                                                 March 31        June 30       September 30    December 31
                                              --------------- --------------- --------------- ---------------
1997
<S>                                              <C>             <C>             <C>             <C>      
     Revenues                                    $     613       $     371       $   2,729       $   4,737
     Net income (loss)                           $    (508)      $    (352)      $  (1,593)      $  (2,104)
     Class A Preferred Share dividends and
       dividend requirement                      $      -        $      -        $     679       $     792
     Net income (loss) per Class A
       Common Share                              $   (0.06)      $   (0.04)      $   (0.25)      $   (0.27)


1996
     Revenues                                    $     871       $     780       $     771       $     733
     Net income (loss)                           $     440       $    (213)      $    (514)      $    (127)
     Net income (loss) per share                 $    0.05       $   (0.02)      $   (0.06)      $   (0.02)


1995
     Revenues                                    $     879       $     836       $     942       $     878
     Net income (loss)                           $     242       $      44       $     100       $  (3,164)
     Net income (loss) per share                 $    0.03       $    0.00       $    0.01       $   (0.34)



</TABLE>

The 1996 and first three  quarters of 1997  earnings per share amounts have been
restated to comply with  Statement of Financial  Accounting  Standards  No. 128,
"Earnings per Share."

                                      F-29