SEC FORM 4

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

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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^*

KOGOD ROBERT P

(Last)

(First)

(Middle)

2345 CRYSTAL DRIVE

(Street)

ARLINGTON

22202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VORNADO REALTY TRUST [ VNO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2005

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)
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 Shares	03/15/2005		C		1,052,251	A	⁽¹⁾	0⁽²⁾	I	By Corporation⁽³⁾
Common Shares	05/09/2005		S		50,000	D	$78.0281	213,063	D
Common Shares	05/10/2005		S		44,400	D	$78.0127	168,663	D
Common Shares	04/29/2005		C		24,367	A	⁽¹⁾	24,367	I	By LLC⁽⁴⁾
Common Shares	04/29/2005		S		24,367	D	$76.5665	0	I	By LLC⁽⁴⁾
Common Shares								263,063	I	By Spouse⁽¹²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Units	⁽¹⁾	03/15/2005		C			1,052,251	⁽⁵⁾	⁽⁵⁾	Common Shares	1,052,251	⁽⁶⁾	0	I	By Corporation⁽⁷⁾
Class A Units	⁽¹⁾	03/15/2005		C			24,367	⁽⁵⁾	⁽⁵⁾	Common Shares	24,367	⁽⁶⁾	0	I	By LLC⁽⁸⁾
Class A Units	⁽¹⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	796,182		796,182	D
Class A Units	⁽¹⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	97,904		97,904	I	By Trust⁽⁹⁾
Class A Units	⁽¹⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	190,487		190,487	I	By LLC⁽¹⁰⁾
Class A Units	⁽¹⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	772,141		772,141	I	By LLC⁽¹¹⁾
Class A Units	⁽¹⁾							⁽⁵⁾	⁽⁵⁾	Common Shares	130,952		130,952	I	By Spouse⁽¹²⁾

Explanation of Responses:

1. Holders of Class A units ("Class A Units") of Vornado Realty L.P. ("VRLP") have the right to have their Class A Units redeemed in whole or in part by VRLP for cash equal to the fair market value, at the time of redemption, of one Common Share of Vornado Realty Trust ("VNO") for each Class A Unit redeemed, or, at the option of VNO, one Common Share of VNO for each Class A Unit tendered for redemption.

2. Charles E. Smith Management, Inc. distributed the 1,052,251 Common Shares of VNO it received upon the redemption of 1,051,251 ClassA Units equally to all of its shareholders. Mr. Kogod received 263,063 shares and Mrs. Kogod received 263,063 shares as a result of the distribution.

3. Mr. Kogod's interest was held through Charles E. Smith Management, Inc.

4. Mr. Kogod disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for the purpose of Section 16 or any other purpose.

5. These Class A Units (which were issued on 1/1/02) are immediately redeemable. Class A Units have no expiration date.

6. Received as the consideration due in exchange for Class A units a limited partership of Charles E. Smith Commercial Realty L.P. ("CESCR") in connection with the merger of CESCR with and into VRLP.

7. Mr. Kogod's interest in these Class A Units is held by Charles E. Smith Management, Inc. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

8. Mr. Kogod's interest in these Class A Units is held by Charles E. Smith Commercial Realty L.L.C. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

9. Mr. Kogod's interest in these Class A Units is held by Kogod Family Holding Group. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

10. Mr. Kogod's interest in these Class A Units is held by RAK-II LLC. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

11. Mr. Kogod's interest in these Class A Units is held by RAK-I LLC. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

12. Mr. Kogod disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for the purpose of Section 16 or any other purpose.

	/s/ Robert P. Kogod	05/11/2005
	** 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).
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