**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

 

**FORM 10-Q/A**

 

**QuarterlyReport Pursuant to Section 13 or 15(d) of the**

**SecuritiesExchange Act of 1934**

 

**For thequarterly period ended June 30, 2005**

 

**CommissionFile Number: 001-32248**

 

**GRAMERCYCAPITAL CORP.**

(Exact Name of Registrantas Specified in Its Charter)

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

 

**420Lexington Avenue, New York, New York 10170**

(Address of principalexecutive offices-zip code)

 

**(212) 297-1000**

(Registrant’s telephonenumber, including area code)

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.  Yes **ý**   No**o**

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2of the Exchange Act).  Yes **ý**   No **o**

 

The number of sharesoutstanding of the registrant’s common stock, $0.001 par value, was 18,833,060at August 4, 2005.

 

**EXPLANATORYNOTE**

 

This Amendment No. 1on Form 10-Q/A is being filed solely to file an additional exhibit.  Except as noted below, the registrant’sQuarterly Report on Form 10-Q for the quarter ended June 30, 2005remains as originally filed with the Securities and Exchange Commission on July 27,2005.  The amended exhibit index shallread as follows:

 

 

----

 

**ITEM 6.**                             Exhibits andReports on Form 8-K

 

3.1 Articles of Incorporation of the Company, incorporated by referenceto the Company’s Registration Statement on Form S-11 (No. 333-114673),declared effective by the Commission on July 27, 2004.

 

3.2 Bylaws of the Company, incorporated by reference to the Company’sRegistration Statement on Form S-11 (No. 333-114673), declaredeffective by the Commission on July 27, 2004.

 

4.1 Specimen Common Stock Certificate, incorporated by reference to theCompany’s Registration Statement on Form S-11 (No. 333-114673),declared effective by the Commission on July 27, 2004.

 

10.1 Form of Indenture by and among Gramercy Real Estate CDO 2005-1,Ltd., as issuer, Gramercy Real Estate CDO 2005-1 LLC, as co-issuer, GKKLiquidity LLC, as advancing agent and Wells Fargo Bank, National Association,as trustee, paying agent, calculation agent, transfer agent, custodialsecurities intermediary, backup advancing agent, notes registrar.

 

10.2 Form of Collateral Management Agreement by and betweenGramercy Real Estate CDO 2005-1, Ltd., as issuer and GKK Manager LLC, ascollateral manager.

 

10.3 Form of Directors’ Deferral Program.

 

31.1 Certification by the Chief Executive Officer pursuant to Section 302of the Sarbanes-Oxley Act of 2002.

 

31.2 Certification by the Chief Financial Officer pursuant to Section 302of the Sarbanes-Oxley Act of 2002.

 

32.1 Certification pursuant to 18 U.S.C. section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2 Certification pursuant to 18 U.S.C. section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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 theundersigned, duly authorized.

 

 
|                | GRAMERCY CAPITAL CORP. |
|---------------------|------------------------|
|                |                   |
|                |                   |
|                | By:                    |  /s./ Robert  R.Foley |   |
|                |                   | Robert R. Foley |
|                |                   | Chief Financial Officer |
|                |                   |
|                |                   |
| August 4, 2005 |

 

3

----

 

EXHIBIT INDEX

 

3.1 Articles of Incorporation of the Company, incorporated by referenceto the Company’s Registration Statement on Form S-11 (No. 333-114673),declared effective by the Commission on July 27, 2004.

 

3.2 Bylaws of the Company, incorporated by reference to the Company’sRegistration Statement on Form S-11 (No. 333-114673), declaredeffective by the Commission on July 27, 2004.

 

4.1 Specimen Common Stock Certificate, incorporated by reference to theCompany’s Registration Statement on Form S-11 (No. 333-114673),declared effective by the Commission on July 27, 2004.

 

10.1 Form of Indenture by and among Gramercy Real Estate CDO 2005-1,Ltd., as issuer, Gramercy Real Estate CDO 2005-1 LLC, as co-issuer, GKKLiquidity LLC, as advancing agent and Wells Fargo Bank, National Association,as trustee, paying agent, calculation agent, transfer agent, custodialsecurities intermediary, backup advancing agent, notes registrar.

 

10.2 Form of Collateral Management Agreement by and betweenGramercy Real Estate CDO 2005-1, Ltd., as issuer and GKK Manager LLC, ascollateral manager.

 

10.3 Form of Directors’ Deferral Program.

 

31.1 Certification by the Chief Executive Officer pursuant to Section 302of the Sarbanes-Oxley Act of 2002.

 

31.2 Certification by the Chief Financial Officer pursuant to Section 302of the Sarbanes-Oxley Act of 2002.

 

32.1 Certification pursuant to 18 U.S.C. section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2 Certification pursuant to 18 U.S.C. section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

4

----