Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  COCHRANE COLLIN LEE
2. Date of Event Requiring Statement (Month/Day/Year)
02/22/2011
3. Issuer Name and Ticker or Trading Symbol
ISTAR FINANCIAL INC [SFI]
(Last)
(First)
(Middle)
C/O ISTAR FINANCIAL INC., 1114 AVENUE OF THE AMERICAS 39TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10036
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $.001 par value per share 874 (1) (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COCHRANE COLLIN LEE
C/O ISTAR FINANCIAL INC.
1114 AVENUE OF THE AMERICAS 39TH FLOOR
NEW YORK, NY 10036
      Chief Accounting Officer  

Signatures

s/ Collin L Cochrane 02/22/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting Person also holds a total of 46,490 Restricted Stock Units (Units) that have not yet vested, representing the right to receive an equivalent number of shares of iStar's common stock (net of shares withheld for applicable taxes and other withholdings) if and when the Units vest. Units that have not vested may not be pledged, sold, or transferred except by will, the laws of descent or to or for the benefit of the Reporting Person's family. If the Reporting Person voluntarily terminates his employment with iStar, or iStar terminates the Reporting Person's employment for cause (as defined in the award), any unvested portion of the Units will be forfeited automatically as of the date of termination.
(2) Of the total number of Units held by the Reporting Person, 25,000 Units will vest in one installment on 10/8/2011, 4,460 Units will vest in one installment on 2/17/12 and 2,500 Units will vest in one installment on 2/11/13, in each case if the Reporting Person continues to be employed by iStar on the applicable vesting date. 15,000 Units will vest in one installment on 1/1/2012 if certain share price performance conditions have been achieved and the Reporting Person continues to be employed by iStar on the vesting date.

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