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^*

HAMAMOTO DAVID T

(Last)

(First)

(Middle)

C/O NORTHSTAR REALTY FINANCE CORP.

527 MADISON AVENUE, 16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2004

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

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

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

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⁽¹⁾	By NorthStar Capital Investment Corp.

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)

Explanation of Responses:

1. NorthStar Capital Investment Corp. ("NCIC") currently indirectly beneficially owns 100 shares of common stock, par value $0.01 per share, of NorthStar Realty Finance Corp. (the "Common Shares") through its majority-owned subsidiary, NorthStar Partnership, L.P. ("NPLP") which directly owns such 100 Common Shares. By virtue of his position as a co-chief executive officer of NCIC, Mr. Hamamoto may be deemed to beneficially own such 100 Common Shares. Mr. Hamamoto disclaims beneficial ownership of such 100 Common Shares, except to the extent of his pecuniary interest therein. Upon the closing of the initial public offering of Common Shares contemplated by the registration statement on Form S-11 (Reg. No. 333-114675) (the "IPO"), neither NCIC nor NPLP will directly or indirectly own 1% or more of the outstanding Common Shares or any securities which are redeemable, convertible or exchangeable for Common Shares within 60 days of the date hereof or the expected date of the closing of the IPO.

	/s/ Mark E. Chertok, as Attorney-in-Fact for David T. Hamamoto	10/25/2004
	** 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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