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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


March 2, 2004
(Date of Report (Date of Earliest Event Reported))

iSTAR FINANCIAL INC.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction
of Incorporation)
  1-15371
(Commission File Number)
  95-6881527
(IRS Employer
Identification Number)
1114 Avenue of the Americas, 27th Floor
New York, New York
(Address of Principal Executive Offices)
  10036
(Zip Code)

(212) 930-9400
(Registrant's Telephone Number, Including Area Code)





ITEM 5. Other Events and Required FD Disclosure

        On March 2, 2004, iStar Financial Inc. issued a press release announcing that it has agreed to sell $250 million of 5.70% Senior Notes due 2014 to qualified institutional investors in a transaction complying with Securities and Exchange Commission Rule 144A.    That press release is attached to this Current Report on Form 8-K as Exhibit 99.1.


ITEM 7. Exhibits

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

iSTAR FINANCIAL INC.
         
Date: March 3, 2004   By:   /s/  JAY SUGARMAN      
Jay Sugarman
Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit
Number

  Description of Exhibit

99.1

 

Press Release dated March 2, 2004.

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SIGNATURES
EXHIBIT INDEX