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CORRESP
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February 24, 2023

Jeffrey Lewis

Robert Telewicz

Ruairi Regan

David Link

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

100 F Street, NE

Washington, D.C. 20549

 Re: Star Holdings

Amendment No. 1
to

Registration Statement
on Form 10

Filed February
3, 2023

File No. 001-41572

Dear Messrs. Lewis, Telewicz, Regan and Link:

On behalf of Star Holdings
("Star Holdings,” the "Company" or "we"), set forth below is the Company's response to the comments of
the Staff of the Securities and Exchange Commission (the "Staff") on the Company's Amendment No. 1 to Registration Statement
on Form 10 (the "Form 10") filed on February 3, 2023, as set forth in the Staff's letter dated February 16, 2023 (the "February
16 Letter").

The Company will file via
EDGAR Amendment No. 2 to the Registration Statement on Form 10 ("Amendment No. 2"), including an amended information statement
filed as Exhibit 99.1 to Amendment No. 2, which will reflect the Company's response to comment 1 below and updated financial information.

For the convenience of the
Staff, each comment from the February 16 Letter is stated in italics prior to the Company's response to such comment.

Registration Statement on Form 10

Background, page 37

 1. Please provide expanded disclosure to address the last sentence of prior comment 3. Include disclosures
related to how the material terms of the spin-off were determined, including, but not limited to the terms of the management agreement,
and the Secured Term Loan Facility.

We will expand the disclosure on pages
6 and 38 of the Form 10 to address the fact that the material terms of the spin-off agreements were determined through negotiations between
the special committee of iStar and its advisors, on the one hand, and the special committee of Safe and its advisors, on the other hand,
and to discuss the key terms that were the focus of the negotiations. See Annex A for the proposed expanded disclosure, which is blacklined
for ease of reference.

Unaudited Pro Forma Combined and Consolidated
Financial Statements, page 49

 2. We note your response to prior comment 7 that Star Holdings' investment in the Safe subsidiary will
represent approximately 31.2% of the value of Star Holdings' assets on an unconsolidated basis. Please provide an expanded Investment
Company Act analysis which reconciles the value of your assets with the Star Holdings Unaudited Pro Forma Combined and Consolidated Balance
Sheet as of September 30, 2022. Also, please ensure your Investment Company Act analysis addresses any other debt and equity securities
which should be included in determining whether you will hold investment securities having a value exceeding 40% of the value of total
assets, and not merely your holdings in Safe.

Star Holdings intends
to conduct its operations so that it is not required to register as an investment company under the Investment Company Act of 1940 (the
 "1940 Act"). Section 3(a)(1)(A) of the 1940 Act defines an “investment company” as any issuer that is
or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities. Section 3(a)(1)(C)
of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing,
reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40%
of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis (the
 "40% Test"). Excluded from the term “investment securities,” among other things, are U.S. Government securities
and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception
from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.

Star Holdings is organized
as a holding company that conducts, and will continue to conduct, its business through two wholly-owned subsidiaries: Star Investment
Holdings SPV LLC (the "Safe Share Subsidiary") and iStar Residential LLC (the "Real Estate Subsidiary").
See Annex B for a diagram of Star Holdings' corporate structure. The Real Estate Subsidiary will be excluded from the definition of “investment
company” pursuant to Section 3(c)(5)(C) of the 1940 Act. Star Holdings' interest in the Real
Estate Subsidiary does not, and will not, constitute “investment securities” for the purposes of the Investment Company Act.
Accordingly, Star Holdings will treat the fair value of the membership interests it owns in the Real Estate Subsidiary, on an unconsolidated
basis, as securities, but not as investment securities for purposes of the 40% Test.

The
Safe Share Subsidiary will be excluded from the definition of "investment company" in reliance on the exception set forth in
Section 3(c)(1) of the 1940 Act. Accordingly, Star Holdings will treat the fair value of the membership interests it owns in the Safe
Share Subsidiary, on an unconsolidated basis, as investment securities for purposes of the 40% Test. Star Holdings will not own any other
investment securities on an unconsolidated basis. Star Holdings only asset other than its interests in the Safe Share Subsidiary and the
Real Estate Subsidiary will be cash.

    - 2 -

As
set forth below, based on the assets included on Star Holdings' pro forma consolidated balance sheet as of September 30, 2022 (the "Pro
Forma Balance Sheet"), the fair value of Star Holdings' interests in the Safe Share Subsidiary, on an unconsolidated basis, represents
approximately 30.2% of Star Holdings' total assets on an unconsolidated basis and the fair value of Star Holdings' interests in the Real
Estate Subsidiary, on an unconsolidated basis, represents approximately 69.8% of Star Holdings' total assets on an unconsolidated basis;
therefore, Star Holdings passes the 40% Test and is not an investment company as defined under Section 3(a)(1)(C) of the 1940 Act.

The Safe Share Subsidiary

The Safe Share Subsidiary
will own $400 million in shares of common stock of Safehold, Inc., determined based on the closing price of Safe common stock a day or
two before the spin-off (the "Safe Shares"). The Safe Share Subsidiary will own no other assets. At the time of the spin-off,
the Safe Share Subsidiary will enter into a margin loan agreement with a financial institution with a principal amount of $140.0 million.
The Safe Share Subsidiary will pledge all of the Safe Shares to the margin loan lender as collateral for the loan and will distribute
the proceeds or the margin loan to Star Holdings, which will in turn distribute the proceeds to iStar as partial consideration for the
assets contributed to Star Holdings by iStar. The Safe Share Subsidiary is the sole borrower under the margin loan and the margin loan
lender will have no recourse to Star Holdings or the Real Estate Subsidiary. For purposes of the 40% Test, the fair value of Star Holdings'
membership interests in the Safe Share Subsidiary is $260.0 million (i.e., $400.0 million of assets - $140.0 million of debt).

The Real Estate Subsidiary

The Real Estate Subsidiary will hold all of Star
Holdings' assets, other than the Safe Shares. All of the Real Estate Subsidiary's assets were originated by Star Holdings' predecessor,
iStar Inc. ("iStar") as part of iStar's historical commercial real estate lending business. Based on the Pro Forma Balance
Sheet, the Real Estate Subsidiary will hold $600,061,000.00 of real estate, real estate related assets and miscellaneous assets.1
The Real Estate Subsidiary's pro forma assets as of September 30, 2022 are comprised of the following:

    Sept.
30 Pro Forma Balance

 Sheet Line Item

    $ Amount
on Balance Sheet

(in thousands)

    Assets
Included in Line

 Item

    Total Real Estate
    $89,445
    Two hotel properties, two entertainment venues, residential condominium units, commercial condominium units and a leasehold master lease of highway rest stops.

 1 This amount is derived by subtracting $400.0 million, representing
the Safe Shares, and $50.0 million of cash from Star Holdings' pro forma total consolidated assets of $1,051,061.00 as of September 30,
2022, as shown on the Pro Forma Balance Sheet.

    - 3 -

    Sept.
30 Pro Forma Balance

 Sheet Line Item

    $ Amount
on Balance Sheet

(in thousands)

    Assets
Included in Line

 Item

    Land Development
    $248,246
    Five land projects in various stages of development, four of which are located on the East Coast and one on the West Coast.  The projects are mainly residential development projects with some elements of commercial development.

    Loans Receivable and other lending investments
    $176,623

    Three first mortgage loans with
    a book value of $71,461 in the aggregate on the Pro Forma Balance Sheet. These loans are secured by active adult residential buildings
    and residential properties.

    A first mortgage participation
    interest in a loan secured by a first mortgage on a retail/entertainment complex and interests in two additional retail/entertainment
    properties, with an aggregate book value of $60,442 on the Pro Forma Balance Sheet.

    A structured preferred investment
    in a pool of assets including hotel properties, vacant land, a golf course, residential lots and other real estate assets, with a book
    value of $31,990 on the Pro Forma Balance Sheet. Payments on the investment are made directly from cash flows and sales proceeds of the
    assets in the pool under cash flow sweep provisions. If the preferred interest is not repaid in full by a specified date, the coupon rate
    increases and Star Holdings has the right to cause assets in the pool to be sold.

    A sequential pay note secured
    by the fee interests in a hospitality property with a book value of $12,729 on the Pro Forma Balance Sheet.

    - 4 -

    Sept.
30 Pro Forma Balance

 Sheet Line Item

    $ Amount
on Balance Sheet

(in thousands)

    Assets
Included in Line

 Item

    Other
    $55,635

(excludes the $400,000 of Safe Shares owned by the Safe Shares owned by the Safe Share Subsidiary.)

    Ownership of two active
    adult residential operating properties and ownership of one multifamily residential operating property, with a total book value of $33,807
    on the Pro Forma Balance Sheet.

    Limited partnership interests
    in three funds, with a total book value of $21,828 on the Pro Forma Balance Sheet.

    Deferred Expenses

    Accrued Interest/Lease Receivable

    Deferred Operating Lease Income

    $27,235

    $1,035

    $2,842

    Includes miscellaneous tenant receivables and prepaid expenses generated in the conduct of the Company's real estate business generated in the conduct of the Company's real estate business.

As noted above, the Real Estate Subsidiary intends
to qualify for the exception from the definition of "investment company" provided by §3(c)(5)(C) under the 1940 Act as
a company primarily engaged in the business of "purchasing or otherwise acquiring mortgages and other liens on or interests in real
estate." The SEC Staff has provided guidance through the no action process as to the meaning of being primarily engaged in the business
of "purchasing or otherwise acquiring mortgages and other liens on or interests in real estate." In
various letters, the Staff has stated that it would regard an issuer as being primarily engaged in this business, within the meaning of
Section 3(c)(5)(C), if (a) at least 55% of the value of the issuer’s total assets consists of real estate interests (“Qualifying
Interests”), (b) at least an additional 25% of the value of the issuer’s total assets consists of real estate-type interests
(“Real Estate-Related Assets”), reduced by any amount the issuer holds in excess of the 55% minimum limit for Qualifying
Interests, and (c) no more than 20% of the value of the issuer’s total assets consists of assets other than Qualifying Interests
and Real Estate-Related Assets.

    - 5 -

Based on the Pro Forma Balance Sheet, the Real
Estate Subsidiary's total assets are comprised 73.8% of qualifying interests in real estate, 17.5% of real estate related assets and 8.8%
of miscellaneous assets, as shown below:

    Qualifying Interests

    Total Real Estate
    $ 89,445

    Land Development
    $ 248,246

    First Mortgage Loans
 (included in Loans Receivable line item)
    $ 71,461

    Operating Properties
(included in Other line item)
    $ 33,807

    Total:
    $ 442,959
    ÷600,061
      =73.8%

    Real Estate-Related Assets

    Structured Hotel Investment
    $ 31,990

    1st Mortgage Participation
    $ 60,442

    Sequential Pay Note

    $ 12,729
    ÷600,061
      =17.5%

    Total:
    $ 105,161

    Miscellaneous Assets2

    Deferred Expenses Fund
    $

 27,235

       Interests
    $ 21,828

    Accrued Interest/Lease Receivable
    $ 1,035

    Deferred Operating Lease Income
    $ 2,842

    Total:
    $ 52,940
    ÷600,061
      =8.8%

Based on this analysis, the Real Estate Subsidiary
qualifies for the 3(c)(5)(C) exemption and Star Holdings membership interests in the Real Estate Subsidiary are not "investment securities"
for purposes of the 40% Test as applied to Star Holdings.

Star Holdings has total assets of $860.1 million,
on an unconsolidated basis and excluding cash, on a pro forma basis as of September 30, 2022, which amount is comprised of its interest
in the Safe Share Subsidiary, with a fair value of $260.0 million, and its interest in the Real Estate Subsidiary, with a fair value of
approximately $600.1 million. Star Holdings' interest in the Safe Share Subsidiary constitutes an investment security for purpose of the
40% Test, but its interest in the Real Estate Subsidiary is not an investment security for purposes of the 40% Test. The fair value of
Star Holdings' interest in the Safe Share Subsidiary is approximately 30.2% of Star Holdings' total unconsolidated assets, excluding cash;
therefore, Star Holdings passes the 40% Test.

 2 As a conservative approach, we have included all Deferred Expenses, Accrued Interest/Operating Lease Income
Receivable and Deferred Operating Lease Income amounts reflected on the Pro Forma Balance Sheet as Miscellaneous assets.

    - 6 -

We trust we have been responsive
to the Staff's comment. If you have any questions, please do not hesitate to contact me at (212) 878-8526.

    Sincerely,

    /s/ Kathleen Werner

    Kathleen Werner

    cc:
    Jay Sugarman, Chief Executive Officer, Star Holdings

    Douglas B. Heitner, Chief Legal Officer, Star Holdings

    - 7 -

Annex A

Summary of Legacy
Portfolio as of September 30, 2022

    Asbury

 Park
    Magnolia

Green
    Coney Island

Bath Site
    Other
    Total

    Total real estate
    $ 73,069
    $ —
    $ —
    $ 16,376
    $ 89,445

    Land and development, net
      106,519
      89,151
      39,026
      13,550
      248,246

    Loans receivable and other lending investments, net(1)
      —
      —
      —
      176,623
      176,623

    Other investments
      —
      —
      —
      55,635
      55,635

    Total portfolio
      179,588
      89,151
      39,026
      262,184
      569,949

    Other
assets(2)
      —
      —
      —
      60,856
      60,856

    Total legacy assets
      179,588
      89,151
      39,026
      323,040
      630,805

    Investment in Safe at book value
      —
      —
      —
      547,290
      547,290

    Star Holdings total assets
    $ 179,588
    $ 89,151
    $ 39,026
    $ 870,330
    $ 1,178,095

(1) One loan within Loans receivable and other lending investments, net, with a carrying value of $35.7 million was
repaid subsequent to September 30, 2022. Loans receivable and other lending investments, net includes $67.8 mil