SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

NORTHSTAR CAPITAL INVESTMENT CORP /MD/

(Last)

(First)

(Middle)

527 MADISON AVENUE

16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/31/2005

3. Issuer Name and Ticker or Trading Symbol
NORTHSTAR REALTY [ NRF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	100	I	See footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
OP Units⁽²⁾	10/29/2005	⁽²⁾	Common Stock	3,608,515	⁽³⁾	I	See footnote⁽¹⁾

Explanation of Responses:

1. NorthStar Capital Investment Corp. ("NCIC") indirectly beneficially owns such securities through its majority-owned subsidiary, NorthStar Partnership, L.P. ("NPLP") which directly owns such securities.

2. The redemption of the OP Units does not have an expiration date.

3. Represents common units of partnership interest ("OP Units") in NorthStar Realty Finance Limited Partnership ("NRFLP"), the operating partnership and a majority-owned subsidiary of NorthStar Realty Finance Corp.(the "Company"). The Company is the sole general partner of NRFLP (the "GP"). Each of these OP Units is redeemable by the holder for, at the election of the Company, (1) cash equal to the then fair market value of one share of common stock, par value $0.01 per share, of the Company (the "Common Stock"), or (2) one share of Common Stock.

	/s/ Richard J. McCready, Chief Operating Officer and Secretary	09/09/2005
	** 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 5 (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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