FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * RICE CATHERINE   2. Issuer Name and Ticker or Trading Symbol ISTAR FINANCIAL INC [SFI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 1114 AVENUE OF THE AMERCIAS, 27TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 03/12/2008 (Street) NEW YORK, NY 10036 4. If Amendment, Date 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 (City) (State) (Zip) 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 Preferred Stock, Series D 03/12/2008   P   1,500 (1) A $ 14.368 1,500 (2) (3) D   Preferred Stock, Series F 03/12/2008   P   1,000 (1) A $ 13.65 2,800 (2) (3) D   Preferred Stock, Series F 03/13/2008   P   1,800 (1) A $ 13.7 2,800 (2) (3) D   Preferred Stock, Series G 03/13/2008   P   1,500 (1) A $ 13.8 1,500 (2) (3) D   Preferred Stock, Series I 03/12/2008   P   2,000 (1) A $ 14.05 4,200 (2) (3) D   Preferred Stock, Series I 03/13/2008   P   2,200 (1) A $ 13.5273 4,200 (2) (3) D

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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RICE CATHERINE 1114 AVENUE OF THE AMERCIAS, 27TH FLOOR NEW YORK, NY 10036			Chief Financial Officer

Signatures

s/ Catherine D Rice		03/14/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On March 12, 2008 and March 13, 2008, the Reporting Person purchased an aggregate of 10,000 shares of various series of Preferred Stock of iStar Financial Inc. in the open market, as follows: 1,500 shares of Series D Preferred Stock at an average price of $14.3680 per share, 2,800 shares of Series F Preferred Stock at an average price of $13.6821 per share, 1,500 shares of Series G Preferred Stock at a price of $13.8000 per share and 4,200 shares of Series I Preferred Stock at an average price of $13.7762 per share.
(2)	The Reporting Person is also the beneficial owner of a total of 194,973 shares of iStar common stock, all of which are owned directly.
(3)	The Reporting Person also owns 101,934 Restricted Stock Units that have not yet vested, representing the right to receive an equivalent number of shares of iStar common stock if and when the Units vest, pursuant to awards dated March 2, 2006, January 19, 2007 and January 18, 2008.

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