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 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* ANDERSEN WILLIS JR (Last) (First) (Middle) 701 S. FITCH MOUNTAIN ROAD (Street) HEALDSBURG CA 95448 (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) 04/29/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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	04/29/2005		P		2,000	A	$39.789	12,000	I	By IRA
Common Stock, par value $.001 per share	04/29/2005		P		0	A	$0	5,712(1)	I	As trustee of family trust

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
Common Stock Equivalents	$0	06/03/2003		A		2,500		(2)	(3)	Common Stock	2,500	$0	2,500	D
Common Stock Equivalents	$0	05/25/2004		A		2,500		(2)	(3)	Common Stock	2,500	$0	5,000	D
Common Stock Equivalents	$0	10/29/2004		A		84(4)		(2)	(3)	Common Stock	84	$41.42	5,084	D
Common Stock Equivalents	$0	12/29/2004		A		80(4)		(2)	(3)	Common Stock	80	$44.7	5,164	D

Explanation of Responses:

1. As of the date of this Form 4, and following the transaction being reported herein, the reporting person is the beneficial owner of a total of 17,712 shares of iStar Financial common stock , including 12,000 shares held indirectly through an IRA and 5,712 shares held indirectly as trustee of a family trust. The reporting person previously was the indirect beneficial owner of shares as trustee of a trust established by his mother. Upon his mother's death, these shares were distributed to trust beneficiaries, including the reporting person's family trust. Following this trust distribution, the reporting person remained the indirect beneficial owner of shares distributed to his family trust and was no longer the beneficial owner of shares distributed to another trust beneficiary.

2. Under the iStar Financial Inc. Non-Employee Directors Deferral Plan ("Plan"), the reporting person receives an annual grant of 2,500 common stock equivalents commencing with the 2003 annual meeting of shareholders. Each annual award vests on the date of the next following annual meeting after the date of grant, except the 2003 award vested 18 months after the date of grant.

3. Vested common stock equivalents will be distributed to the holder following the earlier of (i) the holder's ceasing to be a non-employee director or (ii) the holder's death, or upon a change of control. Distributions will be in the form of an equal number of shares of common stock, unless the holder elects to receive payment in cash.

4. Each common stock equivalent entitles the holder to receive a dividend equivalent right, which consists of the right to receive a cash payment equal to the dividend paid on a share of iStar common stock. In lieu of payment of dividend equivalent rights in cash, the reporting person has elected to have additional common stock equivalents credited in respect of a dividend equivalent payment, in accordance with the Plan.

	s/ Willis Andersen, Jr.	05/02/2005
	** 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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