SC 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

NorthStar Realty Finance Corp.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

66704R100

(CUSIP Number)

October 9, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No.		66704R100


1	NAMES OF REPORTING PERSONS. I.R.S. Identification Nos. of above persons (entities only). LEON G. COOPERMAN


2	CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	UNITED STATES

		5	SOLE VOTING POWER

NUMBER OF			3,335,900

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
BY OWNED BY			1,450,200

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			3,335,900

WITH:		8	SHARED DISPOSITIVE POWER

			1,450,200

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	4,786,100

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	7.6%

12	TYPE OF REPORTING PERSON

	IN

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TABLE OF CONTENTS


	Item 1(a) Name of Issuer
	Item 1(b) Address of the Issuer’s Principal Executive
	Item 2(a) Name of Person Filing
	Item 2(b) Address of Principal Business Office or, if None, Residence
	Item 2(c) Citizenship
	Item 2(d) Title of Class of Securities
	Item 2(e) CUSIP Number: 66704R100
	Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c)
	Item 4. Ownership
	Item 4(a) (b) Amount Beneficially Owned and Percent of Class
	Item 4(c) Number of Shares as to which such person has
	Item 5. Ownership of Five Percent or Less of a Class
	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
	Item 8. Identification and Classification of Members of the Group
	Item 9. Notice of Dissolution of Group
	Item 10. Certification
SIGNATURES

Item 1(a) Name of Issuer:

NorthStar Realty Finance Corp. ( the “Issuer”).

Item 1(b) Address of the Issuer’s Principal Executive Offices:

399 Park Ave., 18^th Floor
New York NY 10022

Item 2(a) Name of Person Filing:

This statement is filed on behalf of Leon G. Cooperman (“Mr. Cooperman”).

Mr. Cooperman is the Managing Member of Omega Associates, L.L.C. (“Associates”), a limited liability company organized under the laws of the State of Delaware. Associates is a private investment firm formed to invest in and act as general partner of investment partnerships or similar investment vehicles. Associates is the general partner of limited partnerships organized under the laws of Delaware known as Omega Capital Partners, L.P. (“Capital LP”), Omega Capital Investors, L.P.(“Investors LP”), and Omega Equity Investors, L.P. (“Equity LP”). These entities are private investment firms engaged in the purchase and sale of securities for investment for their own accounts.

Mr. Cooperman is the President, CEO, and majority stockholder of Omega Advisors, Inc. (“Advisors”), a Delaware corporation, engaged in investing for its own account and providing investment management services, and Mr. Cooperman is deemed to control said entity

Advisors serves as a discretionary investment advisor to a limited number of institutional clients (the “Managed Accounts”). As to the Shares owned by the Managed Accounts, there would be shared power to dispose or to direct the disposition of such Shares because the owners of the Managed Accounts may be deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as a result of their right to terminate the discretionary account within a period of 60 days.

Mr. Cooperman is the ultimate controlling person of Associates, Capital LP, Investors LP, Equity LP, and Advisors.

Mr. Cooperman is married to an individual named Toby Cooperman. Mr. Cooperman is also one of the Trustees of the Leon and Toby Cooperman Foundation (the “Foundation”), a charitable trust dated December 16, 1981. The other trustees are his wife, Toby Cooperman, his sons, Wayne Cooperman and Michael Cooperman, and his brother, Howard J. Cooperman.

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Mr. Cooperman is the sole general partner of a limited partnership organized under the laws of the State of New Jersey known as Watchung Road Associates, L.P.(“Watchung”). It is a private investment partnership engaged in the purchase and sale of securities and other investments for its own account.


Item 2(b)		Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of Mr. Cooperman, Capital LP, Investors LP, Equity LP, and Advisors is 88 Pine Street, Wall Street Plaza — 31^st Floor, New York, NY 10005.

Item 2(c) Citizenship:

Mr. Cooperman is a United States citizen;

Item 2(d) Title of Class of Securities:

Common Stock (the “Shares”)

Item 2(e) CUSIP Number: 66704R100


Item 3.		If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c):

This Item 3 is not applicable.

Item 4. Ownership:

Item 4(a) (b) Amount Beneficially Owned and Percent of Class:

Mr. Cooperman may be deemed the beneficial owner of 4,786,100 Shares which constitutes approximately 7.6 % of the total number of Shares outstanding. This is based on the Company’s Form 424B-3 Prospectus filed with the SEC on October 3, 2008 which reflected 62,986,070 Shares outstanding.

This consists of 200,000 Shares owned by Mr. Cooperman; 100,000 Shares owned by Toby Cooperman; 1,705,900 Shares owned by Capital LP; 525,000 Shares owned by Equity LP; 455,00 Shares owned by Investors LP; 200,000 Shares owned by Watchung; 150,000 Shares owned by the Foundation; and 1,450,200 Shares owned by the Managed Accounts.

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Item 4(c) Number of Shares as to which such person has:

(i) Sole power to vote or to direct the vote:

3,335,900

(ii) Shared power to vote or to direct the vote:

1,450,200

(iii) Sole power to dispose or to direct the disposition of:

3,335,900

(iv) Shared power to dispose or to direct the disposition of:

1,450,200

Item 5. Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

This Item 7 is not applicable.


Item 8.		Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9. Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10. Certification:

By signing below the undersigned certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: October 13, 2008

LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Capital Investors, L.P.,
Omega Equity Investors, L.P., and
as President of Omega Advisors, Inc.


By		/s/ ALAN M. STARK Alan M. Stark
		Attorney-in-Fact
		Power of Attorney on file

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

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