As filed with the Securities and Exchange Commission on April 7, 2000
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   ----------

                             STARWOOD FINANCIAL INC.
             (Exact Name of Registrant as Specified in its Charter)


             MARYLAND                                     95-6881527
   (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

1114 Avenue of the Americas, 27th Floor
       New York, New York                                          10036
(Address of Principal Executive Offices)                         (Zip Code)


              STARWOOD FINANCIAL INC. 1996 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                                   ----------

                                  Jay Sugarman
                             Starwood Financial Inc.
                     1114 Avenue of the Americas, 27th Floor
                            New York, New York 10036
                    (Address of Principal Executive Offices)

                                 (212) 930-9400
          (Telephone Number, Including Area Code, of Agent For Service)

                                 with a copy to:
                                James B. Carlson
                              Mayer, Brown & Platt
                                  1675 Broadway
                               New York, NY 10019
                                   ----------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                                   Proposed            Proposed
                                                                   Maximum              Maximum             Amount of
     Title of Securities to be            Amount to be          Offering Price         Aggregate           Registration
             Registered                    Registered           Per Share (1)     Offering Price (1)           Fee
------------------------------------ -----------------------  ------------------  ------------------    ------------------
<S>                                  <C>                      <C>                 <C>                   <C>
Common Stock, $.001 par value           5,426,269 shares(2)         $17.625            $95,637,991             $25,248

==================================== =======================  ================== =====================  ==================

(1)  Pursuant to Rule  457(h)(1)  estimated  solely for the purpose of computing
     the registration fee on the basis of the average of the high and low prices
     reported  in the  consolidated  reporting  system  for the shares of common
     stock on March 31, 2000.
(2)  Pursuant  to Rule  416 of the  Securities  Act of  1933,  as  amended,  the
     registration  statement also covers such additional shares as may be issued
     to prevent  dilution  of the shares  covered  hereby  resulting  from stock
     splits, stock dividends and similar transactions.
</TABLE>


<PAGE>



                                     PART II


                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

         The following  documents of Starwood Financial Inc. (the "Company") and
its predecessor,  Starwood Financial Trust (the "Predecessor") which are on file
with the Securities and Exchange  Commission pursuant to the Securities Exchange
Act of 1934, as amended (the  "Exchange  Act"),  are  incorporated  by reference
herein and shall be deemed to be a part hereof:

         (a)  The Company's Annual Report on Form 10-K for the
              year ended December 31, 1999;

         (b)  The description of the Company's Common Stock contained in
              the Company's Registration Statement on Form 8-A,
              File No. 1-15371, dated October 5, 1999.

         All documents we  subsequently  file pursuant to Section 13(a),  13(c),
14 or 15(d) of the  Securities  Exchange Act of 1934,  as amended,  prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining  unsold,  will
be deemed  incorporated by reference in this Registration  Statement and to be a
part of it from the date of filing those documents.

         For purposes of this Registration Statement, any statement contained in
a report,  document or appendix incorporated or deemed incorporated by reference
in this  Registration  Statement  will be deemed  modified or  superseded to the
extent that a  statement  contained  in this  Registration  Statement  or in any
subsequently  filed  report,  document  or  appendix  which also is or is deemed
incorporated by reference  modifies or supersedes that statement in that report,
document or  appendix.  Any  statement  so modified  or  superseded  will not be
deemed,  except  as  modified  or  superseded,  to  constitute  a part  of  this
Registration Statement.

         Upon  the  written  or  oral   request  of  any  person  to  whom  this
Registration  Statement has been  delivered,  we will provide  without charge to
that person a copy of any of the  information  (excluding  exhibits  unless such
exhibits are specifically  incorporated by reference into such information) that
has been  incorporated  by reference  into this  Registration  Statement but not
delivered  with it.  Requests  should be directed to Investor  Relations  at the
following address and telephone number:

         Starwood  Financial Inc., 1114 Avenue of the Americas,  27th Floor, New
York, New York 10036 (212) 930-9400.


Item 4.  Description of Securities.

         Not applicable.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


Item 6.  Indemnification of Directors and Officers.

         As  permitted by the MGCL,  Article VII of our Charter (the  "Charter")
provides for the  limitation  of the  liability of our directors and officers as
follows:

                  To the  fullest  extent  permitted  by Maryland  statutory  or
                  decisional  law,  as amended or  interpreted,  no  director or
                  officer of the Corporation  shall be personally  liable to

                                      II-1

<PAGE>



                  the Corporation or its  Stockholders for  money  damages.   No
                  amendment of the Charter of the  Corporation  or repeal of any
                  of its  provisions  shall limit or eliminate the limitation on
                  liability  provided to directors and officers  hereunder  with
                  respect  to any  act  or  omission  occurring  prior  to  such
                  amendment  or repeal.  In  addition  to any  Maryland  statute
                  limiting the  liability of directors or officers of a Maryland
                  corporation,  no director or officer of the Corporation  shall
                  be liable to the Corporation or to any director for any act or
                  omission of any other director, stockholder, officer, or agent
                  of  the  Corporation  or be  held  to any  personal  liability
                  whatsoever in tort, contract,  or otherwise in connection with
                  the affairs of this Corporation  except only that arising from
                  his own willful violation of the provisions of this Charter or
                  of the  Bylaws  which  violation  is  materially  against  the
                  interests of the  stockholders and results in material harm to
                  such interests,  or gross negligence in the performance of his
                  or her duties.

         As permitted by the MGCL, our Charter provides for  indemnification  of
our directors and officers as follows:

                  The   Corporation   shall  indemnify  (i)  its  directors  and
                  officers,  whether serving the Corporation or, at its request,
                  any other entity,  to the full extent required or permitted by
                  the General  Laws of the State of Maryland now or hereafter in
                  force,  including the advance or  reimbursement  of reasonable
                  expenses as incurred  (including  reasonable  attorneys  fees)
                  under the procedures  and to the full extent  permitted by law
                  and (ii) other employees and agents to such extent as shall be
                  authorized  by the Board or the  Corporation's  Bylaws  and be
                  permitted  by law.  The  foregoing  rights of  indemnification
                  shall  not be  exclusive  of any other  rights to which  those
                  seeking  indemnification  may be entitled.  The Board may take
                  such action as is necessary to carry out these indemnification
                  provisions  and is expressly  empowered to adopt,  approve and
                  amend from time to time such Bylaws,  resolutions or contracts
                  implementing  such provisions or such further  indemnification
                  arrangements  as may be  permitted by law. No amendment of the
                  Charter  or repeal  of any of its  provisions  shall  limit or
                  eliminate the right to indemnification provided hereunder with
                  respect to acts or omissions occurring prior to such amendment
                  or repeal.

         Section 12.1 of our Bylaws implements the Indemnification provisions of
our Charter.  The Bylaws state that, to the maximum extent permitted by Maryland
law,  as  amended  from  time to time,  the  Company  shall  indemnify  and hold
harmless,  and  pay  or  reimburse  reasonable  expenses  in  advance  of  final
disposition of a proceeding, to each director and officer.

         Section 2-418 of the MGCL permits the charter of a Maryland corporation
to include a provision  limiting the  liability of directors and officers to the
corporation  and  its  stockholders  for  money  damages,   except  when  it  is
established  that (i) the act or omission was material to the matter giving rise
to the  proceeding  and either (a) was  committed  in bad faith,  or (b) was the
result of active and deliberate dishonesty, (ii) the person actually received an
improper benefit or profit in money,  property or services, or (iii) in the case
of any criminal proceeding, the trustee has reasonable cause to believe that the
omission was unlawful.

         As permitted  under Section  2-418 of the MGCL,  we have  purchased and
maintain insurance on behalf of our directors and officers against any liability
asserted  against  such  directors  and  officers in their  capacities  as such,
whether  or not we would  have the power to  indemnify  such  persons  under the
provisions of Maryland law governing indemnification.

         We have also entered into indemnification  agreements with each of  our
directors and executive officers. The indemnification agreements provide that we
will  indemnify  the  directors  and  executive  officers to the fullest  extent
permitted  under law against certain  liabilities  (including  settlements)  and
expenses  actually  and  reasonably  incurred  by them in  connection  with  any
threatened or pending legal action,  proceeding or investigation to which any of
them is, or is  threatened  to be,  made a party by reason of their  status as a
director,  officer or agent of Starwood Financial, or by reason of their serving
at our  request;  provided  that the director or  executive  officer  acted in a
manner  determined  in good faith to be within the scope of his authority and to
be in our best interest and so long as the director or executive officer was not
guilty of gross negligence,  misconduct or a breach of his fiduciary  obligation
in the act or failure to act. We will not  indemnify  the director and executive
officer to the extent prohibited by our Charter or Section 2.418 of the MGCL. If
an amendment to the Charter or Section 2.418 of the MGCL with respect to removal
of

                                      II-2

<PAGE>


limitations on indemnification is approved, the indemnification  agreements will
be amended  accordingly.  We are not  required  to  indemnify  any  director  or
executive  officer for  liabilities:  (1) for which he receives payment under an
insurance policy, except for the excess beyond payment under such insurance,  or
which could have been claimed under an expired insurance policy;  (2) based upon
or attributable to his gaining in fact any personal profit or advantage to which
he is not legally  entitled;  (3) resulting  from an accounting of profits under
Section  16(b) of the  Securities  Exchange  Act of 1934;  (4) brought  about or
contributed  to by his  dishonesty,  willful  misconduct  or bad faith  unless a
judgment  or other  final  adjudication  adverse to the  director  or  executive
officer  establishes  that he was not guilty of the claimed conduct and that the
conduct was not material to the course of the action so adjudicated.


Item 7.  Exemption from Registration Claimed.

         Not Applicable.


Item 8.  Exhibits.

         See Index to Exhibits.


Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

           1.   To  file, during  any period in  which offers or sales are being
                made, a post-effective amendment to this registration statement:

                (i)     To include any prospectus required by section 10(a)(3)
                        of the Securities Act of 1933;

                (ii)    To reflect in the prospectus any facts or events
                        arising   after  the   effective   date  of  the
                        registration   statement  (or  the  most  recent
                        post-effective    amendment    thereof)   which,
                        individually  or in the  aggregate,  represent a
                        fundamental  change in the information set forth
                        in the registration statement;

                (iii)   To include any material information with respect
                        to  the  plan  of  distribution  not  previously
                        disclosed in the  registration  statement or any
                        material  change  to  such  information  in  the
                        registration statement;

                        Provided, however, that paragraphs (a)(1)(i) and
                        (a)(1)(ii)  do not  apply  if  the  registration
                        statement  is on Form S-3 or Form  S-8,  and the
                        information   required   to  be  included  in  a
                        post-effective  amendment by those paragraphs is
                        contained  in  periodic  reports  filed  by  the
                        registrant  pursuant  to  section  13 or section
                        15(d)  of the  Securities  Exchange  Act of 1934
                        that  are   incorporated  by  reference  in  the
                        registration statement.

           2.   That, for  the purpose of  determining  any liability  under the
                Securities  Act  of  1933,  each such  post-effective  amendment
                shall  be deemed to  be a  new registration  statement  relating
                to  the  securities offered  therein,  and  the offering of such
                securities at that time  shall be deemed to be the  initial bona
                fide offering thereof.

           3.   To  remove  from  registration  by  means  of  a  post-effective
                amendment  any  of  the securities being registered which remain
                unsold at the termination of the offering.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-3

<PAGE>



           Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons  of the  registrant  pursuant  to  the  provisions  of the  registrant's
articles of  incorporation  or by-laws or  otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.



                                      II-4

<PAGE>



                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on the 7th  day of
April, 2000.

                                     STARWOOD FINANCIAL INC.


                                     By:  /s/ Jay Sugarman
                                        ----------------------------------
                                        Name:  Jay Sugarman
                                        Title: Chief Executive Officer and
                                                  President




                                      II-5

<PAGE>



                                POWER OF ATTORNEY

           Each person whose  signature  appears  below hereby  constitutes  and
appoints Jay Sugarman and Spencer B. Haber and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution,  for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in  fact and agents, or any of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.


           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
registration  statement has been signed below by the following  persons in their
respective capacities on the 7th day of April, 2000.

<TABLE>
<CAPTION>

                   Name                                         Title                                 Date
                   ----                                         -----                                 ----
<S>                                         <C>                                             <C>

    /s/ Barry S. Sternlicht                 Chairman of the Board of Directors             April 7, 2000
---------------------------------------
     Barry S. Sternlicht

    /s/ Jay Sugarman                        Chief Executive Officer and President          April 7, 2000
---------------------------------------
     Jay Sugarman

    /s/ Spencer B. Haber                    Executive Vice President - Finance and         April 7, 2000
---------------------------------------     Chief Financial Officer, Director
     Spencer B. Haber

    /s/ Willis Andersen, Jr.                                   Director                    April 7, 2000
---------------------------------------
     Willis Andersen, Jr.

    /s/ Jeffrey G. Dishner                                     Director                    April 7, 2000
---------------------------------------
     Jeffrey G. Dishner

    /s/ Jonathan D. Eilian                                     Director                    April 7, 2000
---------------------------------------
     Jonathan D. Eilian

    /s/ Madison F. Grose                                       Director                    April 7, 2000
---------------------------------------
     Madison F. Grose

    /s/ Robert W. Holman, Jr.                                  Director                    April 7, 2000
---------------------------------------
     Robert W. Holman, Jr.

    /s/ Robin Josephs                                          Director                    April 7, 2000
---------------------------------------
     Robin Josephs
    /s/ Merrick R. Kleeman                                     Director                    April 7, 2000
---------------------------------------
     Merrick R. Kleeman

    /s/ William M. Matthes                                     Director                    April 7, 2000
----------------------------------------
     William M. Matthes

    /s/ John G. McDonald                                       Director                    April 7, 2000
------------------------------------
     John G. McDonald


                                      II-6

<PAGE>


                   Name                                         Title                                 Date
                   ----                                         -----                                 ----

    /s/ Michael G. Medzigian                                   Director                    April 7, 2000
--------------------------------------
     Michael G. Medzigian

    /s/ Stephen B. Oresman                                     Director                    April 7, 2000
--------------------------------------
     Stephen B. Oresman

    /s/ George R. Puskar                                       Director                    April 7, 2000
------------------------------------
     George R. Puskar

    /s/ Kneeland C. Youngblood                                 Director                    April 7, 2000
-------------------------------
     Kneeland C. Youngblood

</TABLE>



                                      II-7

<PAGE>


                                INDEX TO EXHIBITS

   Exhibit
    Number          Description of Exhibit
   --------         ----------------------

    5               Opinion of Ballard Spahr Andrews & Ingersoll, LLP

    23.1            Consent of PricewaterhouseCoopers LLP

    23.2            Consent of Ballard Spahr Andrews & Ingersoll, LLP
                    (included in its opinion filed as Exhibit 5 hereto)

    25              Powers of Attorney (included on the signature page of the
                    registration statement)

<PAGE>



                                                                       EXHIBIT 5
                                                                       ---------

                                [BSAI LETTERHEAD]

                                     [DRAFT]





                                                                    FILE NUMBER
                                                                       877882


                                         April 7, 2000

Starwood Financial Inc.
27th Floor
1114 Avenue of the Americas
New York, New York 10036

                  Re:  Starwood Financial Inc.:  Registration
                       Statement on Form S-8
                       --------------------------------------

Ladies and Gentlemen:

         We have  served as  Maryland  counsel to  Starwood  Financial  Inc.,  a
Maryland  corporation  (the  "Company"),  in connection  with certain matters of
Maryland law arising out of the  registration of 5,426,269 shares (the "Shares")
of common  stock,  $.001 par value per share,  of the Company  ("Common  Stock")
covered  by the  above-referenced  Registration  Statement,  and all  amendments
thereto (the "Registration  Statement"),  filed on or about the date hereof with
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933, as amended (the "1933 Act"). The Shares are issuable by the Company
upon the  exercise  of options  (the  "Options")  to be  granted by the  Company
pursuant  to  the  Company's  1996   Long-Term   Incentive  Plan  (the  "Plan").
Capitalized  terms used but not defined  herein shall have the meanings given to
them in the Registration Statement.

         In connection with our  representation  of the Company,  and as a basis
for the opinion  hereinafter  set forth, we have examined  originals,  or copies
certified  or  otherwise  identified  to  our  satisfaction,  of  the  following
documents (hereinafter collectively referred to as the "Documents"):

              1.   The Registration Statement, including the form of the Plan
         included therein;

              2.   The charter of the Company (the "Charter"), certified as of
         a recent date by the State Department of Assessments and Taxation
         of Maryland (the "SDAT");

<PAGE>


Starwood Financial Inc.
April 7, 2000
Page 2

              3.   The Bylaws of the Company, certified as of the date hereof
         by an officer of the Company;

              4.   A certificate of the SDAT as to the good standing of the
         Company, dated as of a recent date;

              5.   Resolutions adopted by the Board of Directors of the Company
         (the "Resolutions"), certified as of the date hereof by an officer
         of the Company;

              6.   A certificate executed by an officer of the Company, dated
         the date hereof; and

              7.   Such other documents and matters as we have deemed
         necessary or appropriate to express the opinion set forth below,
         subject to the assumptions, limitations and qualifications stated
         herein.

         In  expressing  the  opinion  set  forth  below,  we have  assumed  the
following:

              1.   Each individual executing any of the Documents, whether on
         behalf of such individual or another person, is legally competent to
         do so.

              2.   Each individual executing any of the Documents on behalf of
         a party (other than the Company) is duly authorized to do so.

              3.   Each of the parties (other than the Company)  executing any
         of the Documents has duly and validly executed and delivered each of
         the Documents to which such party is a  signatory, and such party's
         obligations set forth therein  are legal, valid and binding and are
         enforceable in accordance with all stated terms.

              4.   Any Documents submitted to us as originals are authentic.
         The form and content of any Documents submitted to us as unexecuted
         drafts do not differ in any respect relevant to this opinion from the
         form and content of such  Documents as  executed  and delivered.  Any
         Documents submitted to us as certified or photostatic copies conform to
         the original documents.  All signatures  on all such  Documents are
         genuine.  All public records reviewed or relied upon by us or on our
         behalf are true and complete.  All statements and information contained
         in the Documents are true and complete.  There has been no oral or
         written modification of or amendment to any of the Documents, and there
         has been no waiver of any provision of any of the Documents, by action
         or omission of the parties or otherwise.

<PAGE>


Starwood Financial Inc.
April 7, 2000
Page 3


              5.   Upon issuance of any of the Shares, the total number of
         shares of Common Stock issued and outstanding will not exceed the
         total number of shares of Common Stock that the Company is then
         authorized to issue and the Shares will not be issued or transferred
         in violation of any restriction or limitation contained in the Charter.

              6.   The  issuance of the Options and the Shares will be duly
         authorized  by the Board of Directors of the Company (the "Board") at
         a duly called meeting, at which a quorum is present and acting
         throughout, or  by unanimous written consent of the Board (the
         "Corporate Proceedings").

              7.   Each Option will be duly authorized and validly granted in
         accordance with the Plan and exercised in accordance with its terms
         at the time of any exercise of such Option.

         Based upon the foregoing,  and subject to the assumptions,  limitations
and qualifications stated herein, it is our opinion that:

              1.   The Company is a corporation duly incorporated and existing
         under and by virtue of the laws of the State of Maryland and is in good
         standing with the SDAT.

              2.   Upon completion of the Corporate Proceedings, the Shares
         will be duly authorized for issuance and, when and if issued and
         delivered against payment therefor in accordance with the Charter, the
         resolutions authorizing their issuance and the Plan, will be validly
         issued, fully paid and nonassessable.

         The foregoing  opinion is limited to the substantive  laws of the State
of Maryland and we do not express any opinion  herein  concerning any other law.
We  express no opinion as to  compliance  with any  federal or state  securities
laws,  including the securities laws of the State of Maryland,  or as to federal
or state  laws  regarding  fraudulent  transfers.  We  assume no  obligation  to
supplement  this opinion if any  applicable law changes after the date hereof or
if we become  aware of any fact that might change the opinion  expressed  herein
after the date hereof.
<PAGE>


Starwood Financial Inc.
April 7, 2000
Page 4


         This opinion is being furnished to you for submission to the Commission
as an exhibit to the Registration Statement and, accordingly,  may not be relied
upon by,  quoted in any manner to, or  delivered  to any other  person or entity
(except Mayer,  Brown & Platt,  counsel to the Company,  in connection  with any
opinion  rendered by it on the date hereof relating to the Shares)  without,  in
each instance, our prior written consent.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this  consent,  we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.

                                         Very truly yours,

                                         Ballard Spahr Andrews & Ingersoll


<PAGE>

                                                                    Exhibit 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form  S-8 of our  report  dated  March  6,  2000  relating  to the
financial  statements and financial  statement  schedules of Starwood  Financial
Inc., which appears in Starwood  Financial Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1999.



PricewaterhouseCoopers LLP

New York, NY
April 4, 2000
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 33373}]
{"company-data": {"conformed-name": "STARWOOD FINANCIAL INC", "cik": "0001095651", "assigned-sic": "6798", "irs-number": "000000000", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34300", "film-number": "596123"}, "business-address": {"street1": "1114 AVENUE OF THE AMERICAS 27TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10036", "phone": "2129309494"}, "mail-address": {"street1": "1114 AVENUE OF THE AMERICAS 27TH FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10036"}}
As filed with the Securities and Exchange Commission on April 7, 2000
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                   ----------

                             STARWOOD FINANCIAL INC.
             (Exact Name of Registrant as Specified in its Charter)

             MARYLAND                                     95-6881527
   (State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

1114 Avenue of the Americas, 27th Floor
       New York, New York                                          10036
(Address of Principal Executive Offices)                         (Zip Code)

              STARWOOD FINANCIAL INC. 1996 LONG-TERM INCENTIVE PLAN
                            (Full Title of the Plan)

                                   ----------

                                  Jay Sugarman
                             Starwood Financial Inc.
                     1114 Avenue of the Americas, 27th Floor
                            New York, New York 10036
                    (Address of Principal Executive Offices)

                                 (212) 930-9400
          (Telephone Number, Including Area Code, of Agent For Service)

                                 with a copy to:
                                James B. Carlson
                              Mayer, Brown & Platt
                                  1675 Broadway
                               New York, NY 10019
                                   ----------

                         CALCULATION OF REGISTRATION FEE
Proposed            Proposed
                                                                   Maximum              Maximum             Amount of
     Title of Securities to be            Amount to be          Offering Price         Aggregate           Registration
             Registered                    Registered           Per Share (1)     Offering Price (1)           Fee
------------------------------------ -----------------------  ------------------  ------------------    ------------------
Common Stock, $.001 par value           5,426,269 shares(2)         $17.625            $95,637,991             $25,248

==================================== =======================  ================== =====================  ==================

(1)  Pursuant to Rule  457(h)(1)  estimated  solely for the purpose of computing
     the registration fee on the basis of the average of the high and low prices
     reported  in the  consolidated  reporting  system  for the shares of common
     stock on March 31, 2000.
(2)  Pursuant  to Rule  416 of the  Securities  Act of  1933,  as  amended,  the
     registration  statement also covers such additional shares as may be issued
     to prevent  dilution  of the shares  covered  hereby  resulting  from stock
     splits, stock dividends and similar transactions.
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of documents by reference.

         The following  documents of Starwood Financial Inc. (the "Company") and
its predecessor,  Starwood Financial Trust (the "Predecessor") which are on file
with the Securities and Exchange  Commission pursuant to the Securities Exchange
Act of 1934, as amended (the  "Exchange  Act"),  are  incorporated  by reference
herein and shall be deemed to be a part hereof:

         (a)  The Company's Annual Report on Form 10-K for the
              year ended December 31, 1999;

         (b)  The description of the Company's Common Stock contained in
              the Company's Registration Statement on Form 8-A,
              File No. 1-15371, dated October 5, 1999.

         All documents we  subsequently  file pursuant to Section 13(a),  13(c),
14 or 15(d) of the  Securities  Exchange Act of 1934,  as amended,  prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining  unsold,  will
be deemed  incorporated by reference in this Registration  Statement and to be a
part of it from the date of filing those documents.

         For purposes of this Registration Statement, any statement contained in
a report,  document or appendix incorporated or deemed incorporated by reference
in this  Registration  Statement  will be deemed  modified or  superseded to the
extent that a  statement  contained  in this  Registration  Statement  or in any
subsequently  filed  report,  document  or  appendix  which also is or is deemed
incorporated by reference  modifies or supersedes that statement in that report,
document or  appendix.  Any  statement  so modified  or  superseded  will not be
deemed,  except  as  modified  or  superseded,  to  constitute  a part  of  this
Registration Statement.

         Upon  the  written  or  oral   request  of  any  person  to  whom  this
Registration  Statement has been  delivered,  we will provide  without charge to
that person a copy of any of the  information  (excluding  exhibits  unless such
exhibits are specifically  incorporated by reference into such information) that
has been  incorporated  by reference  into this  Registration  Statement but not
delivered  with it.  Requests  should be directed to Investor  Relations  at the
following address and telephone number:

         Starwood  Financial Inc., 1114 Avenue of the Americas,  27th Floor, New
York, New York 10036 (212) 930-9400.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As  permitted by the MGCL,  Article VII of our Charter (the  "Charter")
provides for the  limitation  of the  liability of our directors and officers as
follows:

                  To the  fullest  extent  permitted  by Maryland  statutory  or
                  decisional  law,  as amended or  interpreted,  no  director or
                  officer of the Corporation  shall be personally  liable to

                                      II-1
the Corporation or its  Stockholders for  money  damages.   No
                  amendment of the Charter of the  Corporation  or repeal of any
                  of its  provisions  shall limit or eliminate the limitation on
                  liability  provided to directors and officers  hereunder  with
                  respect  to any  act  or  omission  occurring  prior  to  such
                  amendment  or repeal.  In  addition  to any  Maryland  statute
                  limiting the  liability of directors or officers of a Maryland
                  corporation,  no director or officer of the Corporation  shall
                  be liable to the Corporation or to any director for any act or
                  omission of any other director, stockholder, officer, or agent
                  of  the  Corporation  or be  held  to any  personal  liability
                  whatsoever in tort, contract,  or otherwise in connection with
                  the affairs of this Corporation  except only that arising from
                  his own willful violation of the provisions of this Charter or
                  of the  Bylaws  which  violation  is  materially  against  the
                  interests of the  stockholders and results in material harm to
                  such interests,  or gross negligence in the performance of his
                  or her duties.

         As permitted by the MGCL, our Charter provides for  indemnification  of
our directors and officers as follows:

                  The   Corporation   shall  indemnify  (i)  its  directors  and
                  officers,  whether serving the Corporation or, at its request,
                  any other entity,  to the full extent required or permitted by
                  the General  Laws of the State of Maryland now or hereafter in
                  force,  including the advance or  reimbursement  of reasonable
                  expenses as incurred  (including  reasonable  attorneys  fees)
                  under the procedures  and to the full extent  permitted by law
                  and (ii) other employees and agents to such extent as shall be
                  authorized  by the Board or the  Corporation's  Bylaws  and be
                  permitted  by law.  The  foregoing  rights of  indemnification
                  shall  not be  exclusive  of any other  rights to which  those
                  seeking  indemnification  may be entitled.  The Board may take
                  such action as is necessary to carry out these indemnification
                  provisions  and is expressly  empowered to adopt,  approve and
                  amend from time to time such Bylaws,  resolutions or contracts
                  implementing  such provisions or such further  indemnification
                  arrangements  as may be  permitted by law. No amendment of the
                  Charter  or repeal  of any of its  provisions  shall  limit or
                  eliminate the right to indemnification provided hereunder with
                  respect to acts or omissions occurring prior to such amendment
                  or repeal.

         Section 12.1 of our Bylaws implements the Indemnification provisions of
our Charter.  The Bylaws state that, to the maximum extent permitted by Maryland
law,  as  amended  from  time to time,  the  Company  shall  indemnify  and hold
harmless,  and  pay  or  reimburse  reasonable  expenses  in  advance  of  final
disposition of a proceeding, to each director and officer.

         Section 2-418 of the MGCL permits the charter of a Maryland corporation
to include a provision  limiting the  liability of directors and officers to the
corporation  and  its  stockholders  for  money  damages,   except  when  it  is
established  that (i) the act or omission was material to the matter giving rise
to the  proceeding  and either (a) was  committed  in bad faith,  or (b) was the
result of active and deliberate dishonesty, (ii) the person actually received an
improper benefit or profit in money,  property or services, or (iii) in the case
of any criminal proceeding, the trustee has reasonable cause to believe that the
omission was unlawful.

         As permitted  under Section  2-418 of the MGCL,  we have  purchased and
maintain insurance on behalf of our directors and officers against any liability
asserted  against  such  directors  and  officers in their  capacities  as such,
whether  or not we would  have the power to  indemnify  such  persons  under the
provisions of Maryland law governing indemnification.

         We have also entered into indemnification  agreements with each of  our
directors and executive officers. The indemnification agreements provide that we
will  indemnify  the  directors  and  executive  officers to the fullest  extent
permitted  under law against certain  liabilities  (including  settlements)  and
expenses  actually  and  reasonably  incurred  by them in  connection  with  any
threatened or pending legal action,  proceeding or investigation to which any of
them is, or is  threatened  to be,  made a party by reason of their  status as a
director,  officer or agent of Starwood Financial, or by reason of their serving
at our  request;  provided  that the director or  executive  officer  acted in a
manner  determined  in good faith to be within the scope of his authority and to
be in our best interest and so long as the director or executive officer was not
guilty of gross negligence,  misconduct or a breach of his fiduciary  obligation
in the act or failure to act. We will not  indemnify  the director and executive
officer to the extent prohibited by our Charter or Section 2.418 of the MGCL. If
an amendment to the Charter or Section 2.418 of the MGCL with respect to removal
of

                                      II-2
limitations on indemnification is approved, the indemnification  agreements will
be amended  accordingly.  We are not  required  to  indemnify  any  director  or
executive  officer for  liabilities:  (1) for which he receives payment under an
insurance policy, except for the excess beyond payment under such insurance,  or
which could have been claimed under an expired insurance policy;  (2) based upon
or attributable to his gaining in fact any personal profit or advantage to which
he is not legally  entitled;  (3) resulting  from an accounting of profits under
Section  16(b) of the  Securities  Exchange  Act of 1934;  (4) brought  about or
contributed  to by his  dishonesty,  willful  misconduct  or bad faith  unless a
judgment  or other  final  adjudication  adverse to the  director  or  executive
officer  establishes  that he was not guilty of the claimed conduct and that the
conduct was not material to the course of the action so adjudicated.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         See Index to Exhibits.

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

           1.   To  file, during  any period in  which offers or sales are being
                made, a post-effective amendment to this registration statement:

                (i)     To include any prospectus required by section 10(a)(3)
                        of the Securities Act of 1933;

                (ii)    To reflect in the prospectus any facts or events
                        arising   after  the   effective   date  of  the
                        registration   statement  (or  the  most  recent
                        post-effective    amendment    thereof)   which,
                        individually  or in the  aggregate,  represent a
                        fundamental  change in the information set forth
                        in the registration statement;

                (iii)   To include any material information with respect
                        to  the  plan  of  distribution  not  previously
                        disclosed in the  registration  statement or any
                        material  change  to  such  information  in  the
                        registration statement;

                        Provided, however, that paragraphs (a)(1)(i) and
                        (a)(1)(ii)  do not  apply  if  the  registration
                        statement  is on Form S-3 or Form  S-8,  and the
                        information   required   to  be  included  in  a
                        post-effective  amendment by those paragraphs is
                        contained  in  periodic  reports  filed  by  the
                        registrant  pursuant  to  section  13 or section
                        15(d)  of the  Securities  Exchange  Act of 1934
                        that  are   incorporated  by  reference  in  the
                        registration statement.

           2.   That, for  the purpose of  determining  any liability  under the
                Securities  Act  of  1933,  each such  post-effective  amendment
                shall  be deemed to  be a  new registration  statement  relating
                to  the  securities offered  therein,  and  the offering of such
                securities at that time  shall be deemed to be the  initial bona
                fide offering thereof.

           3.   To  remove  from  registration  by  means  of  a  post-effective
                amendment  any  of  the securities being registered which remain
                unsold at the termination of the offering.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      II-3
Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons  of the  registrant  pursuant  to  the  provisions  of the  registrant's
articles of  incorporation  or by-laws or  otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on the 7th  day of
April, 2000.

                                     STARWOOD FINANCIAL INC.

                                     By:  /s/ Jay Sugarman
                                        ----------------------------------
                                        Name:  Jay Sugarman
                                        Title: Chief Executive Officer and
                                                  President

                                      II-5
POWER OF ATTORNEY

           Each person whose  signature  appears  below hereby  constitutes  and
appoints Jay Sugarman and Spencer B. Haber and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution,  for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in  fact and agents, or any of
them, or their or his substitute or substitutes,  may lawfully do or cause to be
done by virtue hereof.

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
registration  statement has been signed below by the following  persons in their
respective capacities on the 7th day of April, 2000.
Name                                         Title                                 Date
                   ----                                         -----                                 ----
/s/ Barry S. Sternlicht                 Chairman of the Board of Directors             April 7, 2000
---------------------------------------
     Barry S. Sternlicht

    /s/ Jay Sugarman                        Chief Executive Officer and President          April 7, 2000
---------------------------------------
     Jay Sugarman

    /s/ Spencer B. Haber                    Executive Vice President - Finance and         April 7, 2000
---------------------------------------     Chief Financial Officer, Director
     Spencer B. Haber

    /s/ Willis Andersen, Jr.                                   Director                    April 7, 2000
---------------------------------------
     Willis Andersen, Jr.

    /s/ Jeffrey G. Dishner                                     Director                    April 7, 2000
---------------------------------------
     Jeffrey G. Dishner

    /s/ Jonathan D. Eilian                                     Director                    April 7, 2000
---------------------------------------
     Jonathan D. Eilian

    /s/ Madison F. Grose                                       Director                    April 7, 2000
---------------------------------------
     Madison F. Grose

    /s/ Robert W. Holman, Jr.                                  Director                    April 7, 2000
---------------------------------------
     Robert W. Holman, Jr.

    /s/ Robin Josephs                                          Director                    April 7, 2000
---------------------------------------
     Robin Josephs
    /s/ Merrick R. Kleeman                                     Director                    April 7, 2000
---------------------------------------
     Merrick R. Kleeman

    /s/ William M. Matthes                                     Director                    April 7, 2000
----------------------------------------
     William M. Matthes

    /s/ John G. McDonald                                       Director                    April 7, 2000
------------------------------------
     John G. McDonald

                                      II-6
Name                                         Title                                 Date
                   ----                                         -----                                 ----

    /s/ Michael G. Medzigian                                   Director                    April 7, 2000
--------------------------------------
     Michael G. Medzigian

    /s/ Stephen B. Oresman                                     Director                    April 7, 2000
--------------------------------------
     Stephen B. Oresman

    /s/ George R. Puskar                                       Director                    April 7, 2000
------------------------------------
     George R. Puskar

    /s/ Kneeland C. Youngblood                                 Director                    April 7, 2000
-------------------------------
     Kneeland C. Youngblood
II-7
INDEX TO EXHIBITS

   Exhibit
    Number          Description of Exhibit
   --------         ----------------------

    5               Opinion of Ballard Spahr Andrews & Ingersoll, LLP

    23.1            Consent of PricewaterhouseCoopers LLP

    23.2            Consent of Ballard Spahr Andrews & Ingersoll, LLP
                    (included in its opinion filed as Exhibit 5 hereto)

    25              Powers of Attorney (included on the signature page of the
                    registration statement)
EXHIBIT 5
                                                                       ---------

                                [BSAI LETTERHEAD]

                                     [DRAFT]

                                                                    FILE NUMBER
                                                                       877882

                                         April 7, 2000

Starwood Financial Inc.
27th Floor
1114 Avenue of the Americas
New York, New York 10036

                  Re:  Starwood Financial Inc.:  Registration
                       Statement on Form S-8
                       --------------------------------------

Ladies and Gentlemen:

         We have  served as  Maryland  counsel to  Starwood  Financial  Inc.,  a
Maryland  corporation  (the  "Company"),  in connection  with certain matters of
Maryland law arising out of the  registration of 5,426,269 shares (the "Shares")
of common  stock,  $.001 par value per share,  of the Company  ("Common  Stock")
covered  by the  above-referenced  Registration  Statement,  and all  amendments
thereto (the "Registration  Statement"),  filed on or about the date hereof with
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933, as amended (the "1933 Act"). The Shares are issuable by the Company
upon the  exercise  of options  (the  "Options")  to be  granted by the  Company
pursuant  to  the  Company's  1996   Long-Term   Incentive  Plan  (the  "Plan").
Capitalized  terms used but not defined  herein shall have the meanings given to
them in the Registration Statement.

         In connection with our  representation  of the Company,  and as a basis
for the opinion  hereinafter  set forth, we have examined  originals,  or copies
certified  or  otherwise  identified  to  our  satisfaction,  of  the  following
documents (hereinafter collectively referred to as the "Documents"):

              1.   The Registration Statement, including the form of the Plan
         included therein;

              2.   The charter of the Company (the "Charter"), certified as of
         a recent date by the State Department of Assessments and Taxation
         of Maryland (the "SDAT");
Starwood Financial Inc.
April 7, 2000
Page 2

              3.   The Bylaws of the Company, certified as of the date hereof
         by an officer of the Company;

              4.   A certificate of the SDAT as to the good standing of the
         Company, dated as of a recent date;

              5.   Resolutions adopted by the Board of Directors of the Company
         (the "Resolutions"), certified as of the date hereof by an officer
         of the Company;

              6.   A certificate executed by an officer of the Company, dated
         the date hereof; and

              7.   Such other documents and matters as we have deemed
         necessary or appropriate to express the opinion set forth below,
         subject to the assumptions, limitations and qualifications stated
         herein.

         In  expressing  the  opinion  set  forth  below,  we have  assumed  the
following:

              1.   Each individual executing any of the Documents, whether on
         behalf of such individual or another person, is legally competent to
         do so.

              2.   Each individual executing any of the Documents on behalf of
         a party (other than the Company) is duly authorized to do so.

              3.   Each of the parties (other than the Company)  executing any
         of the Documents has duly and validly executed and delivered each of
         the Documents to which such party is a  signatory, and such party's
         obligations set forth therein  are legal, valid and binding and are
         enforceable in accordance with all stated terms.

              4.   Any Documents submitted to us as originals are authentic.
         The form and content of any Documents submitted to us as unexecuted
         drafts do not differ in any respect relevant to this opinion from the
         form and content of such  Documents as  executed  and delivered.  Any
         Documents submitted to us as certified or photostatic copies conform to
         the original documents.  All signatures  on all such  Documents are
         genuine.  All public records reviewed or relied upon by us or on our
         behalf are true and complete.  All statements and information contained
         in the Documents are true and complete.  There has been no oral or
         written modification of or amendment to any of the Documents, and there
         has been no waiver of any provision of any of the Documents, by action
         or omission of the parties or otherwise.
Starwood Financial Inc.
April 7, 2000
Page 3

              5.   Upon issuance of any of the Shares, the total number of
         shares of Common Stock issued and outstanding will not exceed the
         total number of shares of Common Stock that the Company is then
         authorized to issue and the Shares will not be issued or transferred
         in violation of any restriction or limitation contained in the Charter.

              6.   The  issuance of the Options and the Shares will be duly
         authorized  by the Board of Directors of the Company (the "Board") at
         a duly called meeting, at which a quorum is present and acting
         throughout, or  by unanimous written consent of the Board (the
         "Corporate Proceedings").

              7.   Each Option will be duly authorized and validly granted in
         accordance with the Plan and exercised in accordance with its terms
         at the time of any exercise of such Option.

         Based upon the foregoing,  and subject to the assumptions,  limitations
and qualifications stated herein, it is our opinion that:

              1.   The Company is a corporation duly incorporated and existing
         under and by virtue of the laws of the State of Maryland and is in good
         standing with the SDAT.

              2.   Upon completion of the Corporate Proceedings, the Shares
         will be duly authorized for issuance and, when and if issued and
         delivered against payment therefor in accordance with the Charter, the
         resolutions authorizing their issuance and the Plan, will be validly
         issued, fully paid and nonassessable.

         The foregoing  opinion is limited to the substantive  laws of the State
of Maryland and we do not express any opinion  herein  concerning any other law.
We  express no opinion as to  compliance  with any  federal or state  securities
laws,  including the securities laws of the State of Maryland,  or as to federal
or state  laws  regarding  fraudulent  transfers.  We  assume no  obligation  to
supplement  this opinion if any  applicable law changes after the date hereof or
if we become  aware of any fact that might change the opinion  expressed  herein
after the date hereof.
Starwood Financial Inc.
April 7, 2000
Page 4

         This opinion is being furnished to you for submission to the Commission
as an exhibit to the Registration Statement and, accordingly,  may not be relied
upon by,  quoted in any manner to, or  delivered  to any other  person or entity
(except Mayer,  Brown & Platt,  counsel to the Company,  in connection  with any
opinion  rendered by it on the date hereof relating to the Shares)  without,  in
each instance, our prior written consent.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this  consent,  we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.

                                         Very truly yours,

                                         Ballard Spahr Andrews & Ingersoll
Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form  S-8 of our  report  dated  March  6,  2000  relating  to the
financial  statements and financial  statement  schedules of Starwood  Financial
Inc., which appears in Starwood  Financial Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1999.

PricewaterhouseCoopers LLP

New York, NY
April 4, 2000