Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective October 14, 2009, the Board of Trustees (the "Board"), of RAIT Financial Trust ("RAIT") approved the amendment of Section 413 of RAIT's Bylaws (the "Bylaws"). The Board approved this Bylaw amendment simultaneously with the Board's approval of amendments to RAIT's Code of Business Conduct and Ethics (the "Code"), Trust Governance Guidelines (the "Guidelines"), and Audit Committee Charter which require RAIT's Audit Committee to approve any Related Party Transactions (as defined in the Guidelines). The Board amended Section 413 of the Bylaws to delete provisions that were potentially inconsistent with the amendments to the Code, Guidelines and Audit Committee Charter. To conform
Section 413 to the new Audit Committee approval requirement of the Code, the Guidelines and the Audit Committee Charter, the amendment to Section 413 deleted the requirement that a majority of the Independent Trustees (as defined in RAIT's Declaration of Trust), was required to approve transactions between RAIT and Resource America, Inc., Brandywine Construction & Management, Inc. and their affiliates.

This summary is subject to and qualified in its entirety by reference to the text of the Amended and Restated Bylaws, which are included as Exhibit 3(ii) to this filing and are incorporated in this Item 5.03 by reference. The Code, Guidelines and the Audit Committee Charter referenced herein are available on our website at http://www.raitft.com .

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed with this report:

Exhibit 3(ii) - Bylaws of RAIT Financial Trust, as amended and restated as of October 14, 2009.

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