Edgar Filing: VORNADO REALTY TRUST

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ROTH STEVEN

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	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman & CEO

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2005

(Street)

NEW YORK, NY 10019

4. If Amendment, Date 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

(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 Shares	10/03/2005		S		400	D	$ 86.6	1,868,330 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		500	D	$ 86.61	1,867,830 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		400	D	$ 86.62	1,867,430 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		3,500	D	$ 86.65	1,863,930 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		3,700	D	$ 86.67	1,860,230 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		200	D	$ 86.68	1,860,030 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		200	D	$ 86.69	1,859,830 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		500	D	$ 86.7	1,859,330 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		1,500	D	$ 86.75	1,857,830 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		500	D	$ 86.76	1,857,330 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		600	D	$ 86.77	1,856,730 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		500	D	$ 86.78	1,856,230 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		200	D	$ 86.79	1,856,030 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		500	D	$ 86.8	1,855,530 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		600	D	$ 86.83	1,854,930 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		300	D	$ 86.96	1,854,630 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		100	D	$ 86.97	1,854,530 ⁽¹⁾ ⁽²⁾	D
Common Shares	10/03/2005		S		500	D	$ 87.1	1,854,030 ⁽¹⁾ ⁽²⁾	D
Common Shares								20,900	I	Held By Foundation ⁽³⁾
Common Shares								36,000	I	Held by Spouse ⁽⁴⁾
Common Shares								7,943,000	I	Held by GP ⁽⁵⁾

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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
ROTH STEVEN 888 SEVENTH AVENUE NEW YORK, NY 10019	X	X	Chairman & CEO

Signatures

/s/ Steven Roth		10/03/2005
^**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)	72,150 of these Common Shares were issued as "restricted stock" under the terms of the Vornado Realty Trust 2002 Omnibus Share Plan (the "Plan"). Of these 72,150 Common Shares, (i) 37,500 Common Shares of restricted stock were granted to Mr. Roth on January 28, 2003, with the shares vesting in equal portions over a five-year period with the remaining three portions vesting in January of 2006, 2007 and 2008, (ii) 23,100 Common Shares of restricted stock were granted to Mr. Roth on February 6, 2004, with the shares vesting in equal portions over a five-year period with the remaining four portions vesting in January of 2006, 2007, 2008 and 2009 and (iii) 11,550 Common Shares of restricted stock were granted to Mr. Roth on February 8, 2005, with the shares vesting in equal portions over a five-year period with the first portion vesting on January 20, 2006.
(2)	Restricted shares that have previously vested were elected by Mr. Roth to have been deposited in the Vornado Non-Qualified Deferred Compensation Plan. For Form 4 purposes these shares are no counted toward the amount of securities owned by Mr. Roth following the reported transactions.
(3)	These Common Shares are held by the Daryl and Steven Roth Foundation, over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary intrest in these shares.
(4)	These Common Shares are held by Mr. Roth's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these Common Shares.
(5)	These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is a general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 7,943,000 Common Shares, except to the extent of his pecuniary interest.

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