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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

RAIT Financial Trust
__________________________________________
(Exact name of registrant as specified in its charter)

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 13, 2014, the compensation committee of RAIT’s board of trustees approved an amendment to the employment agreement (the “Amendment”) between RAIT Financial Trust and Raphael Licht, one of RAIT’s named executive officers (as such term is defined in instruction 4 to Item 5.02 of Form 8-K), and Mr. Licht and RAIT entered into the Amendment. The Amendment is effective as of February 1, 2014 and amends the term, duties and payment due upon termination without cause, for good reason or by non-renewal, and removes the change of control provision and tax gross-up provision relating to “parachute payments,” as defined in Section 280G of the Internal Revenue Code of 1986, as amended. As a result of the Amendment, Mr. Licht became RAIT’s Managing Director-Business Development and General Counsel as well as continuing as RAIT’s Secretary and ceased being RAIT’s Chief Operating Officer. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of this agreement filed as Exhibit 10.1 hereto, and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

At RAIT Financial Trust’s (“RAIT”) Annual Meeting of Shareholders held on May 13, 2014, pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement dated March 31, 2014 (the “Proxy Statement”), the voting results were as follows:

  (a)   Proposal 1. Each of the following nominees was elected to the Board of Trustees as follows:

(b)   Proposal 2. The proposal to approve the selection of KPMG LLP as RAIT’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved as follows:

(c)  Proposal 3. The proposal to approve, on an advisory basis, the compensation of the named executives, as disclosed in the Proxy Statement, was approved as follows:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibit filed as part of this Current Report on Form 8-K is identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference.

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 hereunto duly authorized.

Exhibit Index