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* VORNADO REALTY LP (Last) (First) (Middle) 888 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol GMH Communities Trust [ GCT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/28/2004
	4. 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 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
Warrant(1)	(2)	10/27/2004		J(3)			527.65(3)	(4)	(5)	Common Shares of Beneficial Interest	527.65(6)	(7)	0	D
Warrant(1)	(8)	10/27/2004		J(3)		619.8(3)		(4)	(9)	Common Shares of Beneficial Interest	619.8(10)	(7)	619.8	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. Vornado Realty L.P. owns directly a Warrant, dated July 27, 2004, as amended (the "Warrant"), issued by GMH Communities Trust (the "Issuer") and GMH Communities L.P. ("GMH L.P."), that, upon issuance, was exercisable for 527.65 Common Shares of the Issuer and units of limited partnership interest in GMH LP. Upon Completion of the initial public offering of GMH, Units held by Realty L.P. will be redeemable by Realty L.P., at its option, at the rate of one Common Share for each Units redeemed or, at the option of the Issuer, cash equal to the fair market value of the number of Common Shares to which the redeemed Units relate. On October 28, 2004, the Warrant was amended to modify certain terms of exercise and is currently exercisable for 619.80 Common Shares. The Warrant provides for standard anti-dilution adjustments. Vornado Realty Trust ("Vornado") disclaims beneficial ownership of the Warrant, except to the extent of its pecuniary interest therein.

2. 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 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 to the anti-dilution provisions of the Warrant upon the closing of the Issuer's initial public offering and the attendant acquisition of GMH L.P.

3. On October 28, 2004, the Warrant was modified to amend certain terms of exercise.

4. Currently exercisable.

5. 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.

6. Issuer currently has 1,000 Common Shares outstanding. As a result, 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 provisions of the Warrant upon the closing of the Issuer's initial public offering and the attendant acquisition of GMH L.P.

7. The price of Warrant acquired was $1,000,000 on July 27, 2004. On October 28, 2004, Warrant was amended to amend certain terms of exercise.

8. For the first 399.70 Common Shares, the price per share is approximately $125,093.82 for an aggregate of $50,000,000. For the remaining 220.1 Common Shares, the price per share is approximately $229,169.47 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 provisions of the Warrant upon the closing of the Issuer's initial public offering and the attendant acquisition of GMH L.P.

9. Three years from October 28, 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.

10. Issuer currently has 1,000 Common Shares outstanding. As a result, Warrant is currently exercisable for approximately 619.80 Common Shares. The number of Common Shares for which the Warrant is exercisable will be adjusted automatically upward pursuant to the anti-dilution provisions of the Warrant upon the closing of the Issuer's initial public offering, which closing is expected to occur on November 2, 2004, and the attendant acquisition of operating partnership.

Remarks:

This Form 4 is being filed by Vornado Realty Trust ("Vornado") and Vornado Realty L.P. ("Realty L.P." and, together with Vornado, 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 is a fully-integrated real estate investment trust. Vornado conducts its business through Realty L.P., a Delaware limited partnership. Vornado is the sole general partner of, and owned approximately 86.6% of the common limited partnership interests in Realty L.P. at June 30, 2004.

	Vornado Realty Trust-/s/ Joseph Macnow-Executive Vice President-Finance and Administration and Chief Financial Officer	11/01/2004
	Vornado realty L.P., by Vornado Realty Trust (general partner)-/s/ Joseph Macnow-Executive Vice President-Finance and Administration and Chief Financial Officer	11/01/2004
	** Signature of Reporting Person	Date
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