Edgar Filing: CONSTAR INTERNATIONAL INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NADER TAVAKOLI

2. Issuer Name and Ticker or Trading Symbol
CONSTAR INTERNATIONAL INC [CNST]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

551 FIFTH AVENUE, 34TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2005

(Street)

NEW YORK, NY 10176

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/26/2005		P		1,100 ⁽¹⁾	A	$ 5.02	2,740,597	I	FN 2,3 ⁽²⁾ ⁽³⁾
Common Stock	04/27/2005		P		6,399 ⁽¹⁾	A	$ 4.9412	2,746,996	I	FN 2,3 ⁽²⁾ ⁽³⁾
Common Stock	04/27/2005		P		711	A	$ 4.9412	282,198	D
Common Stock	04/28/2005		P		4,600 ⁽¹⁾	A	$ 4.9263	2,751,596	I	FN 2,3 ⁽²⁾ ⁽³⁾
Common Stock	04/29/2005		P		1,010	A	$ 4.8451	283,208	D
Common Stock	04/29/2005		P		9,090 ⁽¹⁾	A	$ 4.8451	2,760,686	I	FN 2,3 ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NADER TAVAKOLI 551 FIFTH AVENUE 34TH FLOOR NEW YORK, NY 10176		X
EagleRock Capital Management, L.L.C. 551 FIFTH AVENUE 34TH FLOOR NEW YORK, NY 10176		X

Signatures

Nader Tavakoli Nader Tavakoli, Managing Member		05/04/2005
^**Signature of Reporting Person		Date
Nader Tavakoli, Manager		05/04/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The filing of this Form 4 shall not be construed as an admission that EagleRock Capital Management, L.L.C. or Nader Tavakoli, the managing member of EagleRock Capital Management, L.L.C., are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the shares of common stock, $.01 par value per share, of Constar International Inc. (the "Common Stock") owned by EagleRock Master Fund or its affiliates. Pursuant to Rule 16a-1, both EagleRock Capital Management, L.L.C. and Mr. Tavakoli disclaim such beneficial ownership.
(2)	Mariel Capital Management, L.L.C. has been omitted as a reporting person as it no longer serves as agent and attorney-in-fact to EagleRock Master Fund, and, therefore, it no longer has any voting or dispositive power over the Common Stock. Mariel Capital Management, L.L.C. was included as a reporting person in the Form 3, filed with the Securities and Exchange Commission (the "Commission") on June 9, 2004, and also was included in the Form 4 filed with the Commission on November 9, 2005.
(3)	EagleRock Capital Management, L.L.C. holds the shares of Common Stock of Constar International Inc. indirectly through the account of EagleRock Master Fund, L.P., a Cayman Islands exempted limited partnership ("EagleRock Master Fund") and its affiliates, of which EagleRock Master Fund owns 2,760,686 shares of Common Stock. EagleRock Capital Management, L.L.C. receives a combination of a performance-based allocation or a performance-based fee and an asset-based fee from EagleRock Master Fund and its affiliates. Mr. Tavakoli reports the shares held indirectly by EagleRock Capital Management, L.L.C. because, as the managing member of EagleRock Capital Management, L.L.C. at the time of purchase, Mr. Tavakoli controlled the disposition and voting of the securities. Additionally, Mr. Tavakoli owns interests in affiliates of EagleRock Master Fund.

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