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* SAB CAPITAL PARTNERS LP (Last) (First) (Middle) 712 FIFTH AVENUE 42ND FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/18/2004	3. Issuer Name and Ticker or Trading Symbol NORTHSTAR REALTY [ NRF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, $.01 par value per share ("Common Stock")	2,128,500(1)	I	See Footnotes(2)(3)

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

1. Name and Address of Reporting Person* SAB CAPITAL PARTNERS LP (Last) (First) (Middle) 712 FIFTH AVENUE 42ND FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAB CAPITAL ADVISORS LLC (Last) (First) (Middle) 650 MADISON, 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAB CAPITAL PARTNERS II LP (Last) (First) (Middle) 712 FIFTH AVE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAB CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 650 MADISON, 26TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SAB OVERSEAS CAPITAL MANAGEMENT LP (Last) (First) (Middle) 712 FIFTH AVE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BOMMER SCOTT A (Last) (First) (Middle) 712 FIFTH AVE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Shares in excess of 9.8% were acquired pursuant to a waiver granted by the Company's Board of Directors on November 16, 2004 in accordance with the Articles of Amendment and Restatement of the Company.

2. The shares of Common Stock to which this note relates are held directly by SAB Capital Partners, L.P., a Delaware limited partnership ("SAB"), as to 944,905 shares; SAB Capital Partners II, L.P., a Delaware limited partnership ("SAB II"), as to 18,920 shares; and SAB Overseas Fund, Ltd., a Cayman Islands exempted company ("SAB Overseas"), as to 1,164,675 shares.

3. SAB Capital Advisors, L.L.C. (the "General Partner") serves as the general partner of, and has investment discretion over the securities held by, SAB and SAB II. SAB Overseas Capital Management, L.P. (the "Investment Manager") serves as investment manager to, and has investment discretion over the securities held by, SAB Overseas. SAB Capital Management, L.L.C. (the "IMGP") serves as the general partner to the Investment Manager. Scott A. Bommer is the managing member of the General Partner and IMGP.

	/s/ Scott A. Bommer	11/18/2004
	** Signature of Reporting Person	Date
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