SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* VORNADO REALTY LP (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/27/2004	3. Issuer Name and Ticker or Trading Symbol GMH Communities Trust [ GCT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant(1)	(2)	(3)	Common Shares of Beneficial Interest, par value $0.001	527.65(4)	(5)	D

1. Name and Address of Reporting Person* VORNADO REALTY LP (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* VORNADO REALTY TRUST (Last) (First) (Middle) 888 SEVENTH AVE (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. Realty L.P. owns directly a Warrant, dated July 27, 2004, as amended (the "Warrant"), issued by the Issuer and GMH Communities, L.P. ("GMH LP"), currently exercisable for 527.65 Common Shares and for units of limited partnership interest ("Units") of by GMH LP. Upon completion of the Issuer's initial public offering, Units held by Vornado Realty L.P. ("Realty L.P.") will be redeemable by Realty L.P. at its option six months from the date of issuance of such Units at the rate of one Common Share for each Unit redeemed or, at the option of the Issuer, for cash equal to the fair market value of the number of Common Shares to which the redeemed Units relate. The Warrant provides for standard anti-dilution adjustments. Vornado disclaims beneficial ownership of the securities reported herein except to the extent of any pecuniary interest it has therein.

2. Currently exercisable.

3. Three years from October 26, 2004 unless the Warrant is automatically exercised in connection with the closing of the Issuer's initial public offering, in which case the expiration date is 18 months from the closing of the Issuer's initial public offering, which closing is expected to occur on November 2, 2004.

4. Issuer currently has 1,000 Common Shares outstanding. As a result, the Warrant is currently exercisable for approximately 527.65 Common Shares. The number of Common Shares for which the Warrant is exercisable will be adjusted automatically upward pursuant to the anti-dilution terms of the Warrant upon the closing of the Issuer's initial public offering.

5. For the first 294.87 Common Shares, the price per share is approximately $169,566.25 for an aggregate of $50,000,000. For the remaining 232.78 Common Shares, the price per share is approximately $214,495.09 for an aggregate price of $50,000,000. The price per share payable for each Common Share will be adjusted automatically downward pursuant to the anti-dilution terms of the Warrant upon the closing of the Issuer's initial public offering.

Remarks:

This Form 3 is being filed by Vornado Realty Trust and Vornado Realty L.P. (together, with the "Reporting Persons") with respect to Common Shares of Beneficial Interest, par value $0.001 per share ("Common Shares"), of GMH Communities Trust, a Maryland real estate investment trust (the "Issuer). Vornado Realty Trust ("Vornado") is a fully-integrated real estate investment trust. Vornado conducts its business through Vornado Realty L.P., a Delaware limited partnership (the "Realty L.P."). Vornado is the sole general partner of, and owned approximately 86.6% of the common limited partnership interest in, Realty L.P. at June 30, 2004.

	Vornado Realty Trust - /s/ Joseph Macnow - Executive Vice President-Finance and Administration and Chief Financial Officer	10/27/2004
	Vornado Realty L.P., by Vornado Realty Trust (general partner) - /s/ Joseph Macnow - Executive Vice President-Finance and Administration and Chief Financial Officer	10/27/2004
	** Signature of Reporting Person	Date
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