Northstar Realty Finance (NRF) CORRESP Correspondence with SEC

October 27, 2014

Via EDGAR

Mr. Tom Kluck,

Branch Chief,

Unites States Securities and Exchange Commission,

Division of Corporation Finance,

100 F Street, NE,

Washington, DC 20549-7010

Re: NorthStar Realty Finance Corp. Registration Statement on Form S-4 File No. 333-198234

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, on behalf of NorthStar Realty Finance Corp. (the “Company”), the Company hereby requests that the effectiveness of its Registration Statement on Form S-4, File No. 333-198234 (the “Registration Statement”), be accelerated to 11:00 A.M., Eastern Daylight Savings Time, on Wednesday, October 29, 2014 or as soon thereafter as practicable.

In connection with this request, the Company hereby acknowledges that the disclosure in the Registration Statement is the responsibility of the Company.  The Company acknowledges that:

· should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

Mr. Tom Kluck -2-

· the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

· the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Robert W. Downes of Sullivan & Cromwell LLP at (212) 558-4312 with any questions that you may have.  In addition, please notify Mr. Downes when this request for acceleration has been granted.

Very truly yours,

NORTHSTAR REALTY

FINANCE CORP.

/s/ Ronald J. Lieberman                      

Ronald J. Lieberman

Executive Vice President, General

Counsel and Secretary

cc:	Peter McPhun, Staff Accountant, Securities and Exchange Commission
	Robert Telewicz, Staff Accountant, Securities and Exchange Commission
	Kristina Aberg, Attorney-Advisor, Securities and Exchange Commission
	Robert W. Downes, Sullivan & Cromwell LLP