SecProbe.io

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Mail Stop 4561
      June 2, 2005

Mr. Mark E. Chertok
Chief Financial Officer
NorthStar Realty Finance Corp.
527 Madison Avenue, 16th Floor
New York, NY 10022

	RE:	NorthStar Realty Finance Corp.
		Form 8-K
		Filed May 24, 2005
            	File No. 1-32330

Dear Mr. Chertok:

      We have reviewed your filing and have the following
comments.
We ask you to provide us with supplemental information so we may
better understand your disclosure.  Please be as detailed as
necessary in your explanation.  After reviewing this information,
we
may or may not raise additional comments.

      	Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call me at the telephone number
listed
at the end of this letter.

Form 8-K filed May 24, 2005

1. In future filings, please make sure to provide all the
information
required by Item 304(a)(1)(v) of Regulation S-K, regarding  your
former auditor`s assertion that the company "had certain
significant
deficiencies in its internal controls."  Specifically, provide a
description of the significant deficiencies of your internal
controls
in the Form 8-K disclosure.

2. Please provide us with a schedule of your quarter end
adjustments
to close the books, and adjustments recorded in connection with or
as
a result of the review and audit for the quarters ended September
30,
and December 31, 2004, respectively.  Clearly explain the reason
for
each adjustment.  For each adjustment, show us the impact on pre-
tax
net income/(loss).  Quantify the net effect of all adjustments on
pre-tax net income/(loss).  Also, tell us why none of the
adjustments
relate to prior period.  Explain in detail why you believe the
timing
of each adjustment is appropriate.
3. Provide us with any letter or written communication to and from
the former accountants regarding any disagreements or reportable
events to management or the Audit Committee.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please provide the supplemental information requested above
within five business days from the date of this letter.  The
supplemental information should be filed as correspondence on
EDGAR.

      Any questions regarding the above should be directed to me
at
(202) 551-3469.

								Sincerely,

								Thomas Flinn
								Staff Accountant
Mr. Mark E. Chertock
NorthStar Realty Finance Corp.
June 2, 2005
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