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

Date of Report (Date of Earliest Event Reported): October 24, 2006

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

Maryland	1-14760	23-2919819
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
c/o RAIT Partnership, L.P., 1818 Market Street, 28th Floor, Philadelphia, Pennsylvania		19103
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (215) 861-7900

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 1.01 Entry into a Material Definitive Agreement.

At a meeting of the compensation committee (the "Compensation Committee") of the board of trustees of RAIT Investment Trust ("RAIT") held on October 24, 2006, the Compensation Committee adopted a Form of Unit Award to Cover Grants to Section 16 Officers to evidence grants approved on that date to two RAIT officers who are required to file reports pursuant to Section 16 of the Securities Exchange Act of 1934. These grants were made, and this form was adopted under, the RAIT Investment Trust 2005 Equity Compensation Plan (the "Plan"). A copy of this form is attached to this current report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. This form of unit award differs from the Form of Unit Award to Cover Grants to Section 16 Officers adopted by the Compensation Committee on January 24, 2006 (the "January Form") under the Plan with respect to its vesting provisions. The Compensation Committee intends to continue to use the January Form for future grants.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number Exhibit Description
------- -------------------
10.1 Form of Unit Award to Cover Grants to Section 16 Officers on 10/24/2006.

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.

	RAIT Investment Trust
October 27, 2006	By:	/s/ Ellen J. DiStefano
		Name: Ellen J. DiStefano
		Title: Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Form of Unit Award to Cover Grants to Section 16 Officers on 10/24/2006.