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
	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* KAUFMAN IVAN (Last) (First) (Middle) C/O ARBOR REALTY TRUST, INC. 333 EARLE OVINGTON BLVD., STE. 900 (Street) UNIONDALE NY 11553 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ARBOR REALTY TRUST INC [ ABR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) COB, CEO and President
	3. Date of Earliest Transaction (Month/Day/Year) 10/12/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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, par value $.01 per share	10/12/2004		X		400	A	$15	2,400	I	By son, Maurice Kaufman under Uniform Gift to Minors Act(1)
Special Voting Preferred Stock	10/12/2004		J(2)(3)		629,345	A	$0.00	3,776,069(2)(3)	I	By Arbor Commercial Mortgage, LLC(4)
Common Stock, par value $.01 per share								120,000	D
Common Stock, par value $.01 per share								67	I	By Arbor Commercial Mortgage, LLC(4)

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
Warrants	$15	10/12/2004		X			400	07/13/2004	07/01/2005	Common Stock, par value $.01 per share	400	(5)	0	I	By son, Maurice Kaufman under Gift pursuant to Minors Act(1)
Redeemable Paired Partnership Units	$0.00	10/12/2004		X(2)(3)		629,345		10/04/2004(6)	(7)	Common Stock, par value $.01 per share	629,345	(5)	3,776,069	I	By Arbor Commercial Mortgage, LLC(4)
Warrants for Redeemable Paired Partnership Units	$15	10/12/2004		X			629,345	10/04/2004(8)	07/01/2005	Common Stock, par value $.01 per share	629,345	(5)	0	I	By Arbor Commercial Mortgage, LLC(4)

Explanation of Responses:

1. On July 1, 2003, Mr. Kaufman's wife purchased 400 Units (the "Units"), each of which consist of five shares of common stock of Arbor Realty Trust, Inc. (the "ART Common Stock") and one warrant to purchase an additional share of ART Common Stock at an exercise price of $15.00 (the "Warrants"). The 2,000 shares of ART Common Stock and the 400 Warrants, which together constitute the 400 Units purchased by Mr. Kaufman's wife, were reported as indirectly owned by Mr. Kaufman on a Form 3 filed on April 6, 2004. Since the date of such Form 3, Mr. Kaufman's wife transferred the 400 Units to Mr. Kaufman's son.

2. These shares of Special Voting Preferred Stock (the "SVP Stock") held by Arbor Commerical Mortgage, LLC ("ACM") are paired with an equal number of units of limited partnership interest of Arbor Realty Limited Partnership ("ARLP"), the operating partnership of Arbor Realty Trust, Inc. ("ART") held by ACM. Pursuant to the Pairing Agreement, dated as of July 1, 2003, among ART, ACM, ARLP, Arbor Realty LPOP, Inc. and Arbor Realty GPOP, Inc., ART will issue to ACM one share of SVP Stock for each unit of limited partnership interest that ARLP issues to ACM. On October 12, 2004, ARLP issued 629,345 units of limited partnership interest to ACM and ART issued 629,345 shares of SVP Stock to ACM. ACM paid no separate consideration to ART or ARLP to receive the 629,345 shares of SVP Stock. (cont'd in footnote 3)

3. Pursuant to the Amended and Restated Partnership Agreement of ARLP, dated as of July 1, 2003 (the "ARLP Partnership Agreement"), the units of limited partnership interest held by ACM are redeemable at the election of ACM, for cash or, at the election of ART, shares of ART Common Stock (the "Redeemable Paired Partnership Units"). If ACM elects to redeem a Redeemable Paired Partnership Unit and ART elects to issue shares of ART Common Stock to ACM upon such redemption, the paired share of SVP Stock is redeemed and cancelled.

4. These shares of ART Common Stock are held by ACM. Mr. Kaufman owns 25.31% of ACM directly. Mr. Kaufman and Lisa Kaufman, his spouse jointly own 100% of Arbor Management, LLC, which owns 0.61% of ACM. The Ivan and Lisa Kaufman Family Trust owns 59.43% and the Ivan Kaufman Grantor Retained Trust (of which Mr. Kaufman is also a co-trustee) owns 3.89% of ACM. Both trusts benefit the dependent children of Mr. Kaufman. Mr. Kaufman disclaims any beneficial interest in the derivative securities of ART held by ACM except to the extent of Mr. Kaufman's pecuniary interest.

5. Not applicable.

6. Pursuant to the ARLP Partnership Agreement, ACM may not elect to redeem its Redeemable Paired Partnership Units until the date that is 180 days after the registration under the Securities Act of 1933 of ART Common Stock underlying the Units.

7. The Redeemable Paired Partnership Units do not have an expiration date.

8. The warrants for additional Redeemable Paired Partnership Units are immediately exerciseable.

Remarks:

	/s/ Frederick C. Herbst, Attorney-In-Fact for Ivan Kaufman	10/14/2004
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 POWER OF ATTORNEY


		KNOW ALL PERSONS BY THESE PRESENTS that the
undersigned hereby constitutes, designates and appoints Frederick C. Herbst
and Walter K. Horn as such person's true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution and full
power to act alone and without the other, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities, to execute,
acknowledge, deliver and file any and all filings required by the
Securities Exchange Act of 1934, as amended, including Section 16 of such
act, and the rules and regulations thereunder, and requisite documents in
connection with such filings, respecting securities of Arbor Realty Trust,
Inc., a Maryland corporation including but not limited to Forms 3, 4 and 5
under such act and any amendments thereto.

		This power of attorney
shall be valid from the date hereof until revoked by the undersigned.


		IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 8th day of October, 2004.




/s/ Ivan Kaufman
Ivan Kaufman