Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Minella David A.
 2. Date of Event Requiring Statement (Month/Day/Year)
11/14/2007		 3. Issuer Name and Ticker or Trading Symbol
Prospect Acquisition Corp [PAX]
(Last)
(First)
(Middle)
C/O PROSPECT ACQUISITION CORP., 695 EAST MAIN STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

STAMFORD, CT 06901		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.0001 Par Value Per Share 3,762,516 (1)
I
By Flat Ridge Investments LLC (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Minella David A.
C/O PROSPECT ACQUISITION CORP.
695 EAST MAIN STREET
STAMFORD, CT 06901		   X   X   Chief Executive Officer  
Flat Ridge Investments LLC
C/O PROSPECT ACQUISITION CORP.
695 EAST MAIN STREET
STAMFORD, CT 06901		     X    

Signatures

/s/ David A. Minella 11/14/2007
**Signature of Reporting Person Date
/s/ David A. Minella, Managing Member of Flat Ridge Investments LLC 11/14/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Of which up to 490,763 shares are subject to repurchase by Prospect Acquisition Corp., at a purchase price of $0.0001 per share, in the event and to the extent that the underwriters do not exercise their over-allotment option.
(2) Flat Ridge Investments LLC is the beneficial owner of the common stock. David A. Minella, the Managing Member of Flat Ridge Investments LLC, disclaims beneficial ownership of the common stock except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that David A. Minella is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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