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) 2345 CRYSTAL DR SUITE 1100 (Street) ARLINGTON VA 22202 (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) 11/17/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year) 11/19/2004	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	11/17/2004		M		36,583	A	$41.8874	58,764(1)(2)	D
Common Shares	11/17/2004		M		30,715	A	$42.009	89,479(1)(2)	D
Common Shares	11/17/2004		S		67,298	D	$0(5)	22,181(1)(2)	D
Common Shares	11/17/2004		J		0	A	$0	3,409(1)(3)	I	Held By LLC(4)

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)	$41.8874	11/17/2004		M			36,583	01/28/2002	01/28/2012	Common Shares	36,583	$41.8874	2,387	D
Options (Right to Buy)	$42.009	11/17/2004		M		30,715		01/28/2002	01/28/2012	Common Shares	30,715	$42.009	0	D

Explanation of Responses:

1. Number of Common Shares beneficially owned as of November 17, 2004.

2. Includes 5,681 Common Shares received after the conversion of Class A Units received pursuant to a certain contribution agreement among Vornado Realty L.P. ("VRLP"), Vornado Realty Trust, the general partner of VRLP ("VNO"), CESC 2101 L Street L.L.C., 1100 21st Street Associates Limited Partnership, Mr. Smith and Mr. Ralph S. Dweck. Holders of the Class A Units of VRLP had the right to have their Class A Units of VRLP received under the Contribution Agreement to be redeemed in whole or in part by VRLP for cash equal to their fair market value, at the time of redemption, or at the option of VNO, which option was utilized, one Common Share of VNO for each Class A Unit tendered for redemption.

3. These 3,409 Common Shares were issued to RCS-II LLC, a limited liability company in which Mr. Smith has an interest, pursuant to the Contribution Agreement under the same terms and conditions as described in footnote 2 herein.

4. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest.

5. Common Shares of 67,298 were sold on November 17, 2004 in the following lots and prices: 13,200 at $70.50; 1,800 at $70.59; 17,100 at $70.60; 20,000 at $70.61; 5,300 at $70.65; 300 at $70.66; 1,000 at $71.00; 300 at $71.03; 1,700 at $71.04; 1,300 at $71.05; 200 at $71.06; 100 at $71.06; 100 at $71.07; 2,500 at $71.13; 1,200 at $71.26; 200 at $71.31; 200 at $71.47 and 898 at $71.51.

Remarks:

The Form 4 filed on November 17, 2004 is amended to reflect additional direct and indirect beneficial ownership by Mr. Smith of certain Common Shares of Vornado Realty Trust not originally reflected in column 5 of Table I on the Form 4 filed on November 17, 2004.

	?s/ Robert H. Smith	12/22/2004
	** Signature of Reporting Person	Date
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