SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MCDONALD JOHN G (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ISTAR FINANCIAL INC [ SFI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/21/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year) 05/21/2003	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $001 per share(1)	05/20/2003		X		4,600	A	30.3261	9,450	I	Trustee of Family Trust
Common Stock, par value $001 per share	05/20/2003		S		4,600	D	31.9507	9,450	I	Trustee of Family Trust
Common Stock, par value $001 per share	05/21/2003		X		6,900	A	21.4174	11,550	I	By IRA
Common Stock, par value $.001 per share	05/21/2003		S		5,900	D	32.5008	11,550	I	By IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to purchase Common Stock	30.3261	05/20/2003		X			4,600	05/27/1998	05/27/2003	Common Stock	4,600	$0	55,300	D
Options to purchase Common Stock	21.4174	05/21/2003		X			6,900	05/27/1998	05/27/2003	Common Stock	6,900	$0	55,300	D

Explanation of Responses:

1. This Form 4 is being filed by the reporting person to report the acquisition of 4,600 shares of iStar Financial Inc. (SFI) upon exercise of a stock option and the sale of 4,600 SFI shares in the open market on May 20, 2003, and the acquisition of 6,900 SFI shares upon the exercise of a stock option and the sale of 5,900 SFI shares in the open market on May 21, 2003. Following these transactions, the reporting person beneficially owns an aggregate of 21,000 SFI shares: 9,450 SFI shares are owned indirectly as trustee of a family trust and 11,550 SFI shares are owned indirectly by the reporting person's IRA.

	s/ John G. McDonald	05/21/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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