Edgar Filing: ROTH STEVEN

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 and CEO

(Last)

(First)

(Middle)

888 SEVENTH AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
01/13/2005

(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	12/22/2004		G	V	13,500	D	⁽¹⁾	2,304,600 ⁽¹⁾	D
Common Shares	01/13/2005		S		10,000	D	$ 71.5	2,294,600 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		15,000	D	$ 71.6	2,279,600 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		7,500	D	$ 71.8	2,272,100 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		300	D	$ 71.64	2,271,800 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		200	D	$ 71.63	2,271,600 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		700	D	$ 71.62	2,270,900 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		200	D	$ 71.61	2,270,700 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		25,000	D	$ 71.65	2,245,700 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		25,000	D	$ 71.85	2,220,700 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		12,500	D	$ 71.9	2,208,200 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		2,700	D	$ 71.91	2,205,500 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		1,300	D	$ 71.89	2,204,200 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		1,900	D	$ 71.93	2,202,300 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		2,000	D	$ 71.94	2,200,300 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		1,500	D	$ 71.95	2,198,800 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		1,100	D	$ 71.92	2,197,700 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		2,100	D	$ 72	2,195,600 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		500	D	$ 72.02	2,195,100 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		100	D	$ 72.04	2,195,000 ⁽²⁾ ⁽³⁾	D
Common shares	01/13/2005		S		1,100	D	$ 72.05	2,193,900 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		2,800	D	$ 72.06	2,191,100 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		400	D	$ 72.08	2,190,700 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		600	D	$ 72.2	2,190,100 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		S		100	D	$ 72.21	2,190,000 ⁽²⁾ ⁽³⁾	D
Common Shares	01/13/2005		J⁽⁴⁾		0	A ⁽⁴⁾	$ 0	32,400	I	See footnote ⁽⁵⁾
Common Shares	01/13/2005		J⁽⁴⁾		0	A ⁽⁴⁾	$ 0	7,943,000	I	See footnote ⁽⁶⁾
Common Shares	01/13/2005		J⁽⁴⁾		0	A ⁽⁴⁾	$ 0	36,000	I	See footnote ⁽⁷⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 and CEO

Signatures

/s/ Steven Roth		01/14/2005
^**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)	Bona fide gift. Number of shares beneficially owned as of December 22, 2004.
(2)	53,100 of these Common Shares are "restricted stock" under the terms of the Vornado Realty Trust 2002 Omnibus Share Plan (the "Plan"). Of these 53,100 Common Shares, (i) 30,000 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 vesting beginning in January 2004 and (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 vesting beginning in January 2005.
(3)	Number of shares beneficially owned as of January 13, 2005.
(4)	This information is for reporting purposes only.
(5)	These Common Shares are held by the Daryl and Steve Roth Foundation (the "Foundation"), over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these shares.
(6)	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 therein.
(7)	These Common Shares are owned by Mr. Roth's wife. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 36,000 Common Shares.
Remarks: This is Part I of a two-part Form 4 filing for Mr. Roth. These transaction are being filed in two parts due to Edgar limitations on the amount of transactions that can be reported on one Form 4.

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