UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  601148109

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
iStar Financial Inc.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

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(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
Maryland

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None

6.

Shared Voting Power
None

7.

Sole Dispositive Power
None

8.

Shared Dispositive Power
None

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
None

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
0

12.

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer
The Mills Corporation

(b)

Address of Issuer’s Principal Executive Offices
1300 Wilson Boulevard, Suite 400

Arlington, Virginia 22209

Item 2.

(a)

Name of Person Filing
iStar Financial Inc.

(b)

Address of Principal Business Office or, if none, Residence
c/o iStar Financial Inc.

1114 Avenue of the Americas, 27th Floor

New York, New York 10036

(c)

Citizenship
Maryland

(d)

Title of Class of Securities
Series A Cumulative Preferred Stock

(e)

CUSIP Number
601148109

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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Group, in accordance with §240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1 (c), check this box. o

Item 4.

Ownership

The information contained in Items 5 through 11 on the cover page hereto (page 2 hereof) is incorporated herein by reference. 

iStar Financial Inc. owned an aggregate of 72,313 shares of The Mills Corporation’s Series A  Preferred Stock.  iStar Financial Inc. disposed of all these shares, in a series of transactions occurring in 2003.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

(b)

Percent of class:   

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(ii)

Shared power to vote or to direct the vote     

(iii)

Sole power to dispose or to direct the disposition of   

(iv)

Shared power to dispose or to direct the disposition of   

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ý.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

NOT APPLICABLE

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

NOT APPLICABLE

Item 8.

Identification and Classification of Members of the Group

NOT APPLICABLE

Item 9.

Notice of Dissolution of Group

NOT APPLICABLE

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Date:  January 30, 2004

iSTAR FINANCIAL INC.

By:

/s/ Jay Sugarman

Name: JAY SUGARMAN

Title:  Authorized Signatory

By:

/s/ Catherine D. Rice

Name:  CATHERINE D. RICE

Title:  Authorized Signatory