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* SMITH ROBERT H (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 - Smith Division
	3. Date of Earliest Transaction (Month/Day/Year) 03/02/2004
	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

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
Options (Right to Buy)	(1)(2)							(3)	01/28/2012	Common Shares	(4)		38,970(4)	D
Options (Right to Buy)	(1)(5)							(6)	01/28/2012	Common Shares	(7)		30,715(7)	D
Options (Right to Buy)	(8)							(8)	01/28/2012	Common Shares	(8)		30,627(8)	D

Explanation of Responses:

1. On March 2, 2004, the compensation committee of Vornado Realty Trust adjusted the outstanding options of the company to reflect the payment of two extraordinary dividends to its holders of Common Shares, each equal to $0.16 per Common Share (the "Adjustment").

2. As a result of the Adjustment, the exercise price of these options on Common Shares granted to Mr. Smith on January 28, 2002 was reduced from $42.1300 to $41.8874.

3. 36,583 of these options on Common Shares are immediately exercisable; the remaining 2,387 of these options on Common Shares will vest on January 28, 2005.

4. As a result of the Adjustment, the number of outstanding options on Common Shares held by Mr. Smith with an exercise price of $41.8874, which were granted to him on January 28, 2002, is 38,970.

5. As a result of the Adjustment, the exercise price of these options on Common Shares granted to Mr. Smith on January 28, 2002 was reduced from $42.1300 to $42.009.

6. Immediately.

7. As a result of the Adjustment, the number of outstanding options on Common Shares held by Mr. Smith with an exercise price of $42.009, which were granted to him on January 28, 2002, is 30,715.

8. The remaining 30,627 options on the Common Shares granted to Mr. Smith January 28, 2002, which will vest on January 28, 2005, have the initial exercise price of $42.13.

	/s/ Robert H. Smith	03/04/2004
	** Signature of Reporting Person	Date
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