SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* FARALLON PARTNERS L L C/CA (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol SPIRIT FINANCE CORP [ SFC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Group Member
	3. Date of Earliest Transaction (Month/Day/Year) 07/01/2005
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $.01 par value	07/01/2005		S		445,000	D	$11.485	3,325,100	D(1)(2)(3)
Common Stock, $.01 par value	07/01/2005		S		357,700	D	$11.485	2,672,800	D(1)(2)(4)
Common Stock, $.01 par value	07/01/2005		S		37,200	D	$11.485	277,800	D(1)(2)(5)
Common Stock, $.01 par value	07/01/2005		S		42,700	D	$11.485	319,200	D(1)(2)(6)
Common Stock, $.01 par value	07/01/2005		S		17,400	D	$11.485	130,100	D(1)(2)(7)
Common Stock, $.01 par value								6,725,000	I	See footnotes(1)(2)(8)(9)
Common Stock, $.01 par value								6,725,000	I	See footnotes(1)(2)(10)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* FARALLON PARTNERS L L C/CA (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Group Member

1. Name and Address of Reporting Person* FARALLON CAPITAL INSTITUTIONAL PARTNERS L P (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Group Member

1. Name and Address of Reporting Person* FARALLON CAPITAL INSTITUTIONAL PARTNERS II LP (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Group Member

1. Name and Address of Reporting Person* FARALLON CAPITAL INSTITUTIONAL PARTNERS III LP (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Group Member

1. Name and Address of Reporting Person* TINICUM PARTNERS LP FARALLON (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Group Member

1. Name and Address of Reporting Person* DING CHUN R (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Group Member

1. Name and Address of Reporting Person* DOWNES JOSEPH F (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Group Member

1. Name and Address of Reporting Person* ELLWEIN CHARLES E (Last) (First) (Middle) C/O FARALLON CAPITAL MANAGEMENT, L.L.C. ONE MARITIME PLAZA, SUITE 1325 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Group Member

Explanation of Responses:

1. The entities and individuals identified in the footnotes of this Form 4 may be deemed members of a group holding equity securities of the Issuer. The filing of this Form 4 shall not be deemed to be an admission that such entities and individuals are members of such group.

2. Since the number of reporting persons that may be listed on a Form 4 is limited, the entity listed in footnote (3) of this Form 4 and William F. Duhamel, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L. Millham, Rajiv A. Patel, Derek C. Schrier, Thomas F. Steyer and Mark C. Wehrly, each as listed in footnote (10) of this Form 4, are filing a separate Form 4 on the same date as the filing of this Form 4 as reporting persons with respect to the transactions described in this Form 4 relating to such entity and individuals. Information regarding this entity and these individual filers is included on this Form 4 for purposes of clarification and convenience only, and is duplicative of the information reported in such other Form 4.

3. The amount of securities shown in this row is owned directly by Farallon Capital Partners, L.P. ("FCP").

4. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners, L.P. ("FCIP").

5. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners II, L.P. ("FCIP II").

6. The amount of securities shown in this row is owned directly by Farallon Capital Institutional Partners III, L.P. ("FCIP III").

7. The amount of securities shown in this row is owned directly by Tinicum Partners, L.P. ("Tinicum").

8. The amount of securities shown in this row is owned directly by FCP, FCIP, FCIP II, FCIP III and Tinicum (collectively, the "Partnerships"). As the general partner to each of the Partnerships, Farallon Partners, L.L.C. ("FPLLC") may be deemed to be the beneficial owner of the Issuer's securities held by the Partnerships.

9. FPLLC disclaims any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "'34 Act"), or otherwise, except as to securities representing FPLLC's pro rata interest in, and interest in the profits of, the Partnerships.

10. The amount of securities shown in this row is owned directly by the Partnerships. Each of Chun R. Ding, Joseph F. Downes, William F. Duhamel, Charles E. Ellwein, Richard B. Fried, Monica R. Landry, William F. Mellin, Stephen L. Millham, Rajiv A. Patel, Derek C. Schrier and Mark C. Wehrly (collectively, the "Managing Members") and Thomas F. Steyer (the "Senior Managing Member"), as either a managing member or a senior managing member of FPLLC, may be deemed to be a beneficial owner of the Issuer's securities held by each of the Partnerships as referenced in footnotes (3) through (7) of this Form 4. The Managing Members and the Senior Managing Member disclaim any beneficial ownership of any of the Issuer's securities reported or excluded herein for purposes of Rule 16a-1(a) under the '34 Act or otherwise.

	/s/ Monica R. Landry, as attorney-in-fact and/or authorized signer for each of the reporting persons listed in footnotes (4) through (8) of this Form 4 and Chun R. Ding, Joseph F. Downes and Charles E. Ellwein	07/01/2005
	.	07/01/2005
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	.	07/01/2005
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	.	07/01/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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