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* MACNOW JOSEPH (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) Director 10% Owner X Officer (give title below) Other (specify below) Ex. V. Prs. - Fin. & Adm. CFO
	3. Date of Earliest Transaction (Month/Day/Year) 02/19/2004
	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
Common Shares	02/19/2004		D		1,200	D	(1)	235,190(2)	D

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
Phantom Unit	(3)	02/19/2004		A		1,200		(4)	(5)	Common Shares	1,200	$55.15	1,200	D
Options (Right to Buy)	(6)(7)							(4)	01/30/2007	Common Shares	(8)		3,826(8)	D
Options (Right to Buy)	(6)(9)							(4)	01/12/2008	Common Shares	(10)		100,580(10)	D
Options (Right to Buy)	(6)(11)							(4)	02/16/2009	Common Shares	(12)		2,998(12)	D
Options (Right to Buy)	(6)(13)							(4)	03/02/2010	Common Shares	(14)		3,267(14)	D
Options (Right to Buy)	(6)(15)							(16)	01/28/2012	Common Shares	(16)		38,970(16)	D
Options (Right to Buy)	(6)(17)							(4)	01/28/2012	Common Shares	(18)		30,715(18)	D
Options (Right to Buy)	(19)							(19)	01/28/2012	Common Shares	(19)		30,627(19)	D

Explanation of Responses:

1. Mr. Macanow elected to defer the receipt of these Common Shares, which were granted to him pursuant to the Vornado Realty Trust 2002 Omnibus Share Plan (the "Plan"), in accordance with the terms of the Vornado Nonqualified Deferred Compensation Plan (the "Deferred Compensation Plan").

2. 8,490 of these Common Shares are "restricted stock" under the terms of the Plan. Of these 8,490 Common Shares, (i) 4,800 Common Shares of restricted stock were granted to Mr. Macnow on January 28, 2003. Twenty-five percent of these 8,490 Common Shares of restricted stock will vest on the 20th of January, or the first business day thereafter, of each of 2005, 2006, 2007 and 2008, subject to the terms of the Plan; and (ii) 3,690 Common Shares of restricted stock were granted to Mr. Macnow on February 6, 2004. Twenty percent of these 3,690 Common Shares of restricted stock will vest on the 20th of January, or the first business day thereafter, of each of 2005, 2006, 2007, 2008 and 2009, subject to the terms of the Plan.

3. 1 for 1.

4. Immediately.

5. These units are to be settled in cash upon the retirement of Mr. Macnow subject to the terms of the Deferred Compensation Plan.

6. 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").

7. As a result of the Adjustment, the exercise price of the outstanding options on Common Shares granted to Mr. Macnow on January 30, 1997 was reduced from $26.2813 to $26.1299.

8. As a result of the Adjustment, the number of outstanding options on Common Shares granted to Mr. Macnow on January 30, 1997 was increased from 3,804 to 3,826.

9. As a result of the Adjustment, the exercise price of the outstanding options on Common Shares granted to Mr. Macnow on January 12, 1998 was reduced from $45.3125 to $45.0516.

10. As a result of the Adjustment, the number of outstanding options on Common Shares granted to Mr. Macnow on January 12, 1998 was increased from 100,000 to 100,580.

11. As a result of the Adjustment, the exercise price of the outstanding options on Common Shares granted to Mr. Macnow on February 16, 1999 was reduced from $33.5625 to $33.3692.

12. As a result of the Adjustment, the number of outstanding options on Common Shares granted to Mr. Macnow on February 16, 1999 was increased from 2,981 to 2,998.

13. As a result of the Adjustment, the exercise price of the outstanding options on Common Shares granted to Mr. Macnow on March 2, 2000 was reduced from $30.7813 to $30.6040.

14. As a result of the Adjustment, the number of outstanding options on Common Shares granted to Mr. Macnow on March 2, 2000 was increased from 3,248 to 3,267.

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

16. As a result of the Adjustment, the number of options on Common Shares held by Mr. Macnow with an exercise price of $41.8874, which were granted to him on January 28, 2002, is 38,970, all of which are immediately exercisable except for 2,386 of such Common Shares which shall vest on January 28, 2005.

17. As a result of the Adjustment, the exercise price of these options on Common Shares granted to Mr. Macnow on January 28, 2002 was reduced from $42.1300 to $42.0090.

18. As a result of the Adjustment, the number of options on Common Shares held by Mr. Macnow with an exercise price of $41.8874, which were granted to him on January 28, 2002, is 30,715.

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

	/s/ Joseph Macnow	03/04/2004
	** Signature of Reporting Person	Date
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