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

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                (Amendment No. _)*


CRYSTAL RIVER CAPITAL, INC.
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                                (Name of Issuer)

Common Stock, Par Value $.001 Per Share
       ------------------------------------------------------------------
                         (Title of Class of Securities)

                                   229393301
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                                 (CUSIP Number)

                                December 31, 2006
       ------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

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

     [_]  Rule 13d-1(b)
     [X]  Rule 13d-1(c)
     [_]  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).





CUSIP No. 229393301


1.   Names of Reporting  Persons/  I.R.S.  Identification  Nos. of Above Persons
     (entities only):
                                 LEON G. COOPERMAN

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2.  Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)   [_]
         (b)   [X]
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3.  SEC  Use  Only

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4.  Citizenship or Place of Organization:

         UNITED STATES

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Number of             5.  Sole Voting Power:              840,300
Shares Bene-
ficially              6.  Shared Voting Power             652,400
Owned by
Each Report-          7.  Sole Dispositive Power:         840,300
ing Person
With                  8.  Shared Dispositive Power        652,400

- -----------------------------------------------------------------

9.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                                         1,492,700

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10.  Check Box if the Aggregate Amount in Row (9) Excludes
     Certain Shares [_]

- -----------------------------------------------------------------

11.  Percent of Class Represented by Amount in Row (9):

                                         6.0%

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12.  Type of Reporting Person

                                        IN

- -----------------------------------------------------------------




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Item 1(a) Name of Issuer:

         CRYSTAL RIVER CAPITAL, INC. ( the "Issuer").

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

         3 World Financial Center
         200 Vesey Street, 10th Floor
	   New York, NY 10281


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 and majority  stockholder of Omega Advisors,
Inc.  ("Advisors"),  a Delaware  corporation,  engaged in  providing  investment
Management  services,  and  Mr.  Cooperman  is  deemed  to  control said entity.
Advisors  also  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.

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,  Overseas,  and Advisors is 88 Pine Street,
Wall Street Plaza - 31st Floor, New York, New York 10005.



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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: 229393301


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 1,492,700 Shares which
constitutes  approximately 6.0% of the total number of Shares outstanding.  This
is based on the  Company's  Form 10-Q for the quarter  ended  September 30, 2006
which reflected 25,021,500 Shares outstanding on November 13, 2006.

     This consists of 647,300  Shares owned by Capital LP;   53,100 Shares owned
by Investors  LP; 119,900  Shares owned by Equity LP; 20,000 Shares owned by the
Foundation;  and 652,400 Shares owned by the Managed Accounts.


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

     (i)   Sole power to vote or to direct the vote:      840,300

     (ii)  Shared power to vote or to direct the vote:    652,400

     (iii) Sole power to dispose or to direct the disposition of:  840,300

     (iv) Shared power to dispose or to direct the disposition of: 652,400


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.


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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 I certify  that,  to the best of my 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.



                                    SIGNATURE

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


DATED: February 9, 2007 as of December 31, 2006


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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