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): March 22, 2005

 
CAPITAL LEASE FUNDING, INC.
(Exact name of registrant as specified in its charter)
 
Maryland
  
1-32039
  
52-2414533
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)
         
 110 Maiden Lane, New York, NY 
      
 10005
 (Address of principal executive offices)
      
  (Zip Code)
         
  Registrant’s telephone number, including area code: (212) 217-6300
 
 (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:
 
            o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  o 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.
 
On March 22, 2005, the Board of Directors of Capital Lease Funding, Inc. (the “Company” or “we”) approved a director compensation plan for 2005 for its independent directors. The details of the program are summarized as Exhibit 10.1 to this Form 8-K. Stock awards will be made pursuant to the Company’s 2004 Stock Incentive Plan (the “Plan”). The Plan and the form of restricted stock award agreement we will use for these awards have been filed as exhibits to our Form 8-K filed on February 17, 2005.
 
Item 9.01 Financial Statements and Exhibits.
 
        (c)   Exhibits      
         
  Exhibit   Description  
         
  10.1   Independent Director Compensation Plan for 2005  
         
 
 
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.
 
     
  CAPITAL LEASE FUNDING, INC.
 
 		  
 		  
 
By:   /s/ PAUL C. HUGHES 
 
Paul C. Hughes
  Vice President, General Counsel and Corporate Secretary
   
DATE: March 25, 2005