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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* ROTH STEVEN (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10019 (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 X Officer (give title below) Other (specify below) Chairman & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 12/26/2006
	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)
			Code	V	Amount	(A) or (D)	Price
Common Shares	12/26/2006		S		9,500	D	$120	1,972,641(1)	D
Common Shares	12/26/2006		S		5,000	D	$120.05	1,967,641(1)	D
Common Shares	12/26/2006		S		200	D	$120.09	1,967,441(1)	D
Common Shares	12/26/2006		S		2,800	D	$120.1	1,964,641(1)	D
Common Shares	12/26/2006		S		100	D	$120.12	1,964,541(1)	D
Common Shares	12/26/2006		S		400	D	$120.15	1,964,141(1)	D
Common Shares	12/26/2006		S		700	D	$120.16	1,963,441(1)	D
Common Shares	12/26/2006		S		493	D	$120.2	1,962,948(1)	D
Common Shares	12/26/2006		S		1,530	D	$120.23	1,961,418(1)	D
Common Shares	12/26/2006		S		100	D	$120.24	1,961,318(1)	D
Common Shares	12/26/2006		S		3,000	D	$120.25	1,958,318(1)	D
Common Shares	12/26/2006		S		600	D	$120.26	1,957,718(1)	D
Common Shares	12/26/2006		S		800	D	$120.27	1,956,918(1)	D
Common Shares	12/26/2006		S		270	D	$120.28	1,956,648(1)	D
Common Shares	12/26/2006		S		6,286	D	$120.29	1,950,362(1)	D
Common Shares	12/26/2006		S		8,128	D	$120.3	1,942,234(1)	D
Common Shares	12/26/2006		S		1,400	D	$120.31	1,940,834(1)	D
Common Shares	12/26/2006		S		1,000	D	$120.32	1,939,834(1)	D
Common Shares	12/26/2006		S		300	D	$120.33	1,939,534(1)	D
Common Shares	12/26/2006		S		600	D	$120.34	1,938,934(1)	D
Common Shares	12/26/2006		S		6,228	D	$120.35	1,932,706(1)	D
Common Shares	12/26/2006		S		800	D	$120.36	1,931,906(1)	D
Common Shares	12/26/2006		S		500	D	$120.37	1,931,406(1)	D
Common Shares	12/26/2006		S		1,200	D	$120.38	1,930,206(1)	D
Common Shares	12/26/2006		S		12,198	D	$120.4	1,918,008(1)	D
Common Shares	12/26/2006		S		700	D	$120.55	1,917,308(1)	D
Common Shares								5,600	I	Held by Foundation(2)
Common Shares								36,000	I	Held by Spouse(3)
Common Shares								7,943,000	I	Held by Partnership(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 38,100 of these Common Shares are issued as "restricted stock" under the terms of the Vornado Realty Trust 2002 Omnibus Share Plan (the "Plan"), with each original grant vesting in equal portions over a five year period. Of these 38,100 Common Shares, (i) 15,000 Common Shares of restricted stock remain to vest ratably in January of 2007 and 2008, (ii) 13,860 Common Shares of restricted stock remain to vest ratably in January of 2007, 2008 and 2009 and (iii) 9,240 Common Shares of restricted stock remain to vest ratably in January 2007, 2008, 2009 and 2010.

2. 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 interest in these Common Shares.

3. 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 the Common Shares.

4. These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing 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.

	/s/ Steven Roth	12/27/2006
	** 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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