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* Spokes Andrew J M (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 2100 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/22/2007	3. Issuer Name and Ticker or Trading Symbol CAPITALSOURCE INC [ CSE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Member of Group Owning 10%	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	28,425,205	I(1)(2)(3)(4)(5)(6)	See Footnotes

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP"), RR Capital Partners, L.P. ("RR"), Farallon CS Institutional Finance II, L.P. ("Farallon CSLP"), Farallon Capital Institutional Partners, L.P. ("FCIP"), Farallon Capital Institutional Partners II, L.P., Farallon Capital Institutional Partners III, L.P., Tinicum Partners, L.P. ("Tinicum") and Farallon Capital Offshore Investors II, L.P. ("FCOI II") (collectively, the "Partnerships") and by one or more discretionary accounts (together, the "Managed Account") managed by Farallon Capital Management, L.L.C. ("FCMLLC").

2. As the general partner to each of the Partnerships other than Farallon CSLP, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by each of the Partnerships other than Farallon CSLP. As the general partner to Farallon CSLP, Farallon CS Institutional Finance, L.L.C. ("FCSLLC") may be deemed to be the beneficial owner of the Issuer's securities held by Farallon CSLP. FCMLLC, as the registered investment advisor to the Managed Account and FCSLLC, may be deemed to be the beneficial owner of the Issuer's securities held by the Managed Account and by Farallon CSLP.

3. Effective as of August 22, 2007, Andrew J. M. Spokes ("Spokes") became a managing member of FPLLC and FCMLLC, and as a result Spokes may be deemed to be the beneficial owner of the shares of the Issuer's common stock (the "Shares") held by the Partnerships and the Managed Account.

4. Prior Section 16 filings made by (i) FCMLLC on behalf of the Managed Account, certain of the Partnerships and certain related entities and individuals on the Form 4s filed on either March 14, 2006 or October 12, 2005, or (ii) by the remaining Partnerships and certain related entities and individuals on Form 3s filed on October 11, 2005, January 9, 2007 or July 10, 2007 showed a final total of 27,733,036 Shares. FCP, RR, Farallon CSLP, FCIP, Tinicum, FCOI II and the Managed Account acquired in total an additional 692,169 Shares ("DRIP Shares") pursuant to the Issuer's Dividend Reinvestment and Stock Purchase Plan. Other than the receipt of such DRIP Shares and the receipt by Thomas Steyer and Andrew Fremder of certain derivative securities as compensation for their services as members of the Issuer's Board of Directors, there have been no transactions in such securities by any such entities or individuals since such forms were filed.

5. Spokes, FCMLLC, and the other related entities and individuals identified in the prior Form 3s and 4s disclaim any beneficial ownership of any of the Issuer's securities reported or referred to herein for purposes of Rules 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"). FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or referred to herein for purposes of Rule 16a-1(a) under the '34 Act, or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships.

6. Spokes, together with the entities identified in footnotes (1) and (2) of this Form 3 and the individuals identified in the prior Form 3s and 4s, may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 3 shall not be deemed to be an admission that such entities and individuals are members of such group.

	/s/ Monica R. Landry, as attorney-in-fact for Andrew J. M. Spokes	08/28/2007
	** Signature of Reporting Person	Date
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