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Exhibit 4.13  



	NUMBER

1	 	 	 	SHARES

3,300,000




 
 

iStar Financial Inc.
  Series H Variable Rate
  Preferred Stock,
  Par Value $0.001    
    


        This Certifies that Bear, Stearns & Co. Inc. is the owner of Three Million, Three Hundred Thousand fully paid and non-assessable Shares
of the above Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed. 



        In
Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and to be sealed with the Seal of the Corporation. 


Dated
January 22, 2004 



	/s/  CATHERINE RICE      
 Chief Executive Officer	 	/s/  JAY SUGARMAN      
 Chief Financial Officer








        The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), and may
not be offered, sold or otherwise transferred, pledged or hypothecated unless and until such securities are registered under the Act or, except as otherwise permitted pursuant to Rule 144 under
the Act or another exemption from registration under the Act and an opinion of counsel reasonably satisfactory to the Company is obtained to the effect that such registration is not required. 



        The
securities represented by this certificate are subject to certain restrictions against transfer contained in the issuer's Charter, as in effect from time to time. A copy of the
Charter is available for inspection, without charge, at the office of the issuer. 



THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EXCEPT AS OTHERWISE PROVIDED PURSUANT TO THE CHARTER OF THE COMPANY, NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS
OF 9.8% (OR SUCH GREATER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY) OF THE NUMBER OR VALUE OF THE OUTSTANDING SHARES OF CAPITAL STOCK OF THE COMPANY (UNLESS SUCH PERSON
IS AN EXISTING HOLDER). ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE COMPANY, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE FURNISHED TO EACH
SHAREHOLDER ON REQUEST AND WITHOUT CHARGE. IF THE RESTRICTIONS ON TRANSFER ARE VIOLATED, THE SECURITIES REPRESENTED HEREBY WILL BE DESIGNATED AND TREATED AS EXCESS SHARES WHICH WILL BE HELD IN TRUST
BY THE EXCESS SHARE TRUSTEE FOR THE BENEFIT OF THE CHARITABLE BENEFICIARY. 




        The
following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or
regulations. Additional abbreviations may also be used though not in the list. 



	TEN COM	 	—as tenants in common	 	UNIF GIFT MIN ACT —             Custodian              (Minor)
	TEN ENT	 	—as tenants by the entireties	 	    under Uniform Gifts to Minors Act              (State)
	JT TEM	 	—as joint tenants with right of survivorship	 	UNIF TRF MIN ACT —             Custodian              (Minor)
	 	 	    and not as tenants in common	 	    under              (State) Uniform Transfer to Minors Act
	

 	
 	

 	
 	

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE











	For value received, the undersigned hereby sells, assigns and transfers unto
	

 
 PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
	

 

	

 

	
Shares represented by the within Certificate, and hereby irrevocably constitutes and appoints
	

 

	

Attorney to transfer the said shares on the books of the within-named Corporation will full power of substitution in the premises.
	
Dated,	
 	

 
	
 	

 

	

 	
 	
In presence of	
 	

 
	

 
	
 	

 
	

NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatever.	
 	

 







        THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE COMPANY'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE
INVESTMENT TRUST UNDER THE INTERNAL REVENUE OF 1986, AS AMENDED. EXCEPT AS OTHERWISE PROVIDED PURSUANT TO THE CHARTER OF THE COMPANY, NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL
STOCK IN EXCESS OF 9.8% (OR SUCH GREATER PERCENTAGE AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY) OF THE NUMBER OR VALUE OF THE OUTSTANDING SHARES OF CAPITAL STOCK OF THE COMPANY
(UNLESS SUCH PERSON IS AN EXISTING HOLDER). ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE COMPANY, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER, WILL
BE FURNISHED TO EACH STOCKHOLDER ON REQUEST AND WITHOUT CHARGE. IF THE RESTRICTIONS ON TRANSFER ARE VIOLATED, THE SECURITIES REPRESENTED HEREBY WILL BE DESIGNATED AND TREATED AS EXCESS SHARES WHICH
WILL BE HELD IN TRUST BY THE EXCESS SHARE TRUSTEE FOR THE BENEFIT OF THE CHARITABLE BENEFICIARY. 











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iStar Financial Inc. Series H Variable Rate Preferred Stock, Par Value $0.001