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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                (Amendment No. 2)*

                              Vornado Realty Trust
                       ----------------------------------
                                (Name of Issuer)

                                     Common
                                     ------
                         (Title of Class of Securities)

                                    929042109
                                    ---------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement [ ] (A
fee is not required only if the person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in prior coverage.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).

SEC 1745 (2/92)
                                     Page 1



SCHEDULE 13G CUSIP No. 929042109 Page 2 of 4 Pages _______________________________________________________________________________ 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cohen & Steers Capital Management, Inc. 13-335336 _______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] _______________________________________________________________________________ 3) SEC USE ONLY _______________________________________________________________________________ 4) CITIZENSHIP OR PLACE OF ORGANIZATION New York _______________________________________________________________________________ NUMBER 5) SOLE VOTING POWER OF 2,145,500 SHARES _____________________________________________________________ BENEFICIALLY 6) SHARED VOTING POWER OWNED BY EACH _____________________________________________________________ REPORTING 7) SOLE DISPOSITIVE POWER PERSON 2,496,100 WITH _____________________________________________________________ 8) SHARED DISPOSITIVE POWER _______________________________________________________________________________ 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,496,100 _______________________________________________________________________________ 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _______________________________________________________________________________ 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.17% _______________________________________________________________________________ 12) TYPE OF REPORTING PERSON IA _______________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2

SCHEDULE 13G Page 3 of 4 Item 1(a) Name of Issuer Vornado Realty Trust Item 1(b) Address of Issuer's Principal Executive Office Mr. Joseph Macnow, Chief Financial Officer Park 80 West, Plaza II Saddle Brook, NJ 07662 Item 2(a) Name of Person Filing Cohen & Steers Capital Management, Inc. Item 2(b) Address of Principal Business Office 757 Third Avenue New York, New York 10017 Item 2(c) Citizenship USA Item 2(d) Title of Class of Securities Common Item 2(e) CUSIP Number 929042109 Item 3. If this statement is filed pursuant to Rule 13d-l(b), or 13d-2(b), check whether the person filing is a (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [X] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Section 240.13d-l(ii)(G) (Note: See Item 7) (h) [ ] Group, in accordance with Section 240.13d-1(b)(l)(ii)(H)

Item 4 Ownership (a) Amount of Shares Beneficially Owned 2,496,100 (b) Percent of Class 10.17% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote 2,145,500 (ii) shared power to vote or to direct the vote (iii) sole power to dispose or to direct the disposition of 2,496,100 (iv) shared power to dispose or to direct the disposition of Item 5 Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ] Item 6 Ownership of More than Five Percent on Behalf of Another Person NA Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company NA Item 8 Identification and Classification of Members of the Group NA Item 9 Notice of Dissolution of the Group NA Item 10 Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature - - --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 6, 1996 /s/Robert Steers - - ---------------------------------- Signature Robert H. Steers, Chairman - - ---------------------------------- Name and Title