CLIFFORD CHANCE US LLP

 

31 WEST 52ND STREET

 

NEW YORK, NY 10019-6131

 

TEL +1 212 878 8000

 

FAX +1 212 878 8375

 

www.cliffordchance.com

 

 

Your reference:

 

Our reference:

U.S. Securities and Exchange Commission

Direct Dial: +1 212 878 8526

100 F Street, N.E.

E-mail: Kathleen.werner@cliffordchance.com

Washington, D.C. 20549-0404

 

 

June 12, 2015

 

Re:                       iStar Financial Inc. Schedule TO

 

Ladies and Gentlemen:

 

On behalf of iStar Financial Inc., we enclose for filing a Schedule TO relating to an issuer offer to exchange common stock of the issuer and/or cash for equity securities previously purchased by employees of the issuer as part of an incentive compensation program in 2002.  The offer is being made to all holders of such equity securities, which group comprises approximately 35 current and former employees of iStar Financial Inc.

 

Thank you for your attention to this filing.  Please contact me with any questions at 212-878-8526.

 

 

Sincerely,

 

/s/ Kathleen L. Werner

 

Kathleen L. Werner