UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549








FORM
10-Q/A




(Amendment
No. 1)










þ QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF





THE
SECURITIES EXCHANGE ACT OF 1934





For
the quarterly period ended March 31, 2009





 ̈           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: 001-32248





GRAMERCY
CAPITAL CORP.


(Exact
name of registrant as specified in its charter)





Maryland
              
              06-1722127(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (I.R.S.
      Employer
                Identification
      No.)





420
Lexington Avenue, New York, New York 10170


(Address
of principal executive offices) (Zip Code)





(212)
297-1000


(Registrant’s
telephone number, including area code)





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 such filing requirements for
the past 90 days.  YES þ     NO
 ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulations S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files.) YES  ̈   NO   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definition of “large accelerated filer,” “accelerated
filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act.





Large
      accelerated filer  ̈
                      
                      Accelerated
      filer þ
                      Non-accelerated
      filer  ̈
                        (Do
      not check if a smaller reporting
                        company)
                      
                      Smaller reporting company  ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).YES  ̈     NO
þ


The
number of shares outstanding of the registrant’s common stock, $0.001 par value,
was 49,876,864as of May 11, 2009.







EXPLANATORY
NOTE




This
Amendment No. 1 on Form 10-Q/A (this "Amendment") is being filed solely to amend
Exhibit 32.2.   This Amendment should be read in conjunction with
our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (the
"Original Form 10-Q"), as filed with the Securities and Exchange Commission on
May 11, 2009.


Except as
specifically noted above, this Amendment does not modify or update any
disclosures in the Original Form 10-Q.  Accordingly, this Amendment
does not reflect events occurring after the filing of the Original Form 10-Q or
modify or update any disclosures that may have been affected by subsequent
events.




- 2
-





SIGNATURES





Pursuant
to the requirements 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.





GRAMERCY
      CAPITAL CORP.Dated:
      January 19, 2010
              By:
              /s/
      Jon W. ClarkName:
      Jon W. ClarkTitle:
      Chief Financial Officer