AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 26, 2002

                                                     Registration Nos. 333-
                                                                       333-68462
                                                         Exhibit Index on page 9

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                       AND
                       POST-EFFECTIVE AMENDMENT NO. 1 TO
                      REGISTRATION STATEMENT NO. 333-68462
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              VORNADO REALTY TRUST
             (Exact Name of Registrant as Specified in Its Charter)

                MARYLAND                              22-1657560
     (State or Other Jurisdiction of                (IRS Employer
     Incorporation or Organization)             Identification Number)

                  888 SEVENTH AVENUE, NEW YORK, NEW YORK 10019
               (Address of Principal Executive Offices) (Zip Code)

                  VORNADO REALTY TRUST 2002 OMNIBUS SHARE PLAN
                            (Full Title of the Plan)

                                  JOSEPH MACNOW
                              VORNADO REALTY TRUST
                  888 SEVENTH AVENUE, NEW YORK, NEW YORK 10019
                     (Name and Address of Agent for Service)

                                 (212) 894-7000
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                             William G. Farrar, Esq.
                               Sullivan & Cromwell
                                125 Broad Street
                            New York, New York 10004
                            Telephone: (212) 558-4000
                            Facsimile: (212) 558-1600

                         CALCULATION OF REGISTRATION FEE

                                           Proposed      Proposed
         Title Of            Number Of      Maximum       Maximum
        Securities            Shares       Offering      Aggregate         Amount Of
          To Be                To Be      Price Per      Offering        Registration
        Registered         Registered(1)   Share(2)      Price(2)          Fee(2)(4)
        ----------         -------------  ---------      --------        ------------
                                                             
Common Shares
Of Beneficial
Interest (Par Value $.04
Per Share)...............   7,500,000(3)   $ 37.6646     $282,484,399.5  $39,242.87
                            =========      =========     ==============  ==========

(1) This registration statement is both a new registration statement and
Post-Effective Amendment No. 1 to the registrant's registration statement on
Form S-8 (File No. 333-68462), as filed with the Securities and Exchange
Commission on August 27, 2001 (the "2001 Registration Statement"). The offer and
sale of 2,073,870 shares registered hereby were previously registered for sale
under the registrant's 1993 Omnibus Share Plan pursuant to the 2001 Registration
Statement. In addition, the offer and sale of 5,426,130 shares registered hereby
are being registered for the first time. The shares described above that have
been previously registered and the registration fees for those shares paid as
part of the registration fees paid with respect to the 2001 Registration
Statement are carried over to this registration statement in accordance with the
principles set forth in Instruction E to Form S-8 and Interpretation 89 under
Section G, "Securities Act Forms" of the Manual of Publicly Available Telephone
Interpretations of the Division of Corporation Finance of the Securities and
Exchange Commission (as supplemented through May 2001) (the "Instruction and
Interpretation").

(2) The proposed maximum offering price per share, proposed maximum aggregate
offering price and amount of registration fee shown are a combination of the
respective amounts used in calculating the registration fees carried over from
the 2001 Registration Statement and the amounts used to calculate the portion of
the registration fees on the newly registered shares as follows:

                            Number of
                             Shares     Proposed
                 Total      Carried      Maximum        Proposed
                 Shares       Over      Offering         Maximum           Amount of
Registration   Originally   and Newly   Price Per       Aggregate        Registration
 Statement     Registered  Registered    Share(A)     Offering Price          Fee
                                                          
No. 333-68462  3,500,000    2,073,870   $40.45       $ 83,888,041.50     $ 20,972.01
This S-8                    5,426,130    36.60        198,596,358          18,270.86
Total                       7,500,000    37.6646(B)   282,484,399.5        39,242.87

(A) Estimated solely for the purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(c) and the third sentence
of Rule 457(h)(1) based upon the average of the high and low price of the common
shares of beneficial interest of Vornado Realty Trust as reported on the New
York Stock Exchange (i) with respect to the shares carried over from the 2001
Registration Statement on August 20, 2001, and (ii) with respect to the shares
newly registered hereunder, on December 19, 2002.

(B) Weighted average offering price per share based on the number of shares
carried over and the number of shares registered for the first time hereunder.

(3) This registration statement shall also cover any of the registrant's common
shares which become issuable under the registrant's 2002 Omnibus Share Plan by
reason of any share dividend, share split, recapitalization or other similar
transaction effected without the receipt of consideration which results in an
increase in the number of the registrant's outstanding common shares.

(4) As described in notes 1 and 2 above, $20,972.01 of the registration fee was
previously paid with the 2001 Registration Statement. The balance of the
registration fee of $18,270.86 has been deposited by the registrant to the SEC's
lock-box account in connection with this registration statement.

             STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

Vornado Realty Trust ("Vornado") has filed this registration statement to
register under the Securities Act of 1933, as amended (the "Securities Act") the
offer and sale of 7,500,000 common shares, par value $0.04 per share, of
beneficial interest in Vornado pursuant to its 2002 Omnibus Share Plan. This
registration statement is both a new registration statement and Post-Effective
Amendment No. 1 to the registrant's registration statement on Form S-8 (File No.
333-68462), as filed with the Securities and Exchange Commission on August 27,
2001 (the "2001 Registration Statement"). The offer and sale of 2,073,870 shares
registered hereby were previously registered pursuant to the 2001 Registration
Statement for offer and sale pursuant to Vornado's 1993 Omnibus Share Plan. In
addition, the offer and sale of 5,426,130 shares registered hereby are being
registered for the first time. The 1993 Omnibus Share Plan is a predecessor to
the 2002 Omnibus Share Plan.

The 2002 Omnibus Share Plan was approved and adopted at Vornado's 2002 annual
meeting of shareholders on May 29, 2002 to supersede and replace the 1993
Omnibus Share Plan. Vornado desires to have the common shares registered
hereunder and issuable pursuant to the 2002 Omnibus Share Plan to include those
common shares described above whose offer and sale were registered under the
2001 Registration Statement and are carried over to this registration statement.
Following the filing of this registration statement, the shares carried over
from the 2001 Registration Statement are no longer available for new awards
under the 1993 Omnibus Share Plan.

Consequently, in accordance with the Instruction and Interpretation: (1) Vornado
is carrying over from the 2001 Registration Statement and registering the offer
and sale of 2,073,870 common shares under the 2002 Omnibus Share Plan pursuant
to this registration statement; (2) $20,972.01 of the registration fee allocable
to the shares carried over from the 2001 Registration Statement and paid in
connection with the 2001 Registration Statement is carried over in this
registration statement; (3) the 2001 Registration Statement is being amended on
a post-effective basis to discuss the replacement of the 1993 Omnibus Share Plan
by the 2002 Omnibus Share Plan; (4) in addition to the shares being carried over
pursuant to (1) above, Vornado is registering for the first time the offer and
sale of 5,426,130 common shares under the 2002 Omnibus Share Plan pursuant to
this registration statement; and (5) in addition to the registration fees being
carried over pursuant to (2) above, $18,270.86 of the registration fee
allocable to the newly registered shares has been deposited by Vornado to the
SEC's lock-box account in connection with this registration statement.

                                       2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.

        Omitted pursuant to the instructions and provisions of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

        Omitted pursuant to the instructions and provisions of Form S-8.

                                       3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Vornado with the SEC are incorporated herein by
reference:

      (a)   Annual Report on Form 10-K for the fiscal year ended December 31,
            2001 (File No. 001-11954);

      (b)   Current Report on Form 8-K dated January 1, 2002 and filed on
            January 16, 2002 (File No. 001-11954);

      (c)   Current Report on Form 8-K dated February 28, 2002 and filed on
            March 1, 2002 (File No. 001-11954);

      (d)   Current Report on Form 8-K/A dated January 1, 2002 and filed on
            March 18, 2002 (File No. 001-11954);

      (e)   Current Report on Form 8-K dated August 20, 2002 and filed on August
            22, 2002 (File No. 001-11954);

      (f)   Quarterly Report on Form 10-Q for the quarter ended March 31, 2002
            (File No. 001-11954);

      (g)   Quarterly Report on Form 10-Q for the quarter ended June 30, 2002
            (File No. 001-11954);

      (h)   Quarterly Report on Form 10-Q for the quarter ended September 30,
            2002 (File No. 001-11954), as amended by Form 10-Q/A filed with the
            SEC on December 24, 2002; and

      (i)   The description of Vornado's common shares contained in Vornado's
            registration statement on Form 8-B (File No. 001-11954), filed on
            May 10, 1993.

All documents filed by Vornado pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF COMMON SHARES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Maryland law, a real estate investment trust formed in Maryland is
permitted to limit, by provision in its declaration of trust, the liability of
its trustees and officers to the trust and its shareholders for money damages
except for liability resulting from (i) actual receipt of an improper benefit or
profit in money, property or services or (ii) active and deliberate dishonesty
established by a final judgment as being material to the cause of action.
Vornado's Amended and Restated Declaration of Trust, as amended, includes such a
provision eliminating such liability to the maximum extent permitted by Maryland
law.

Vornado's Amended and Restated Bylaws (the "Bylaws") require it to indemnify (a)
any present or former trustee or officer who has been successful, on the merits
or otherwise, in the defense of a proceeding to which he was made a

                                       4

party by reason of such status, against reasonable expenses incurred by him in
connection with the proceeding, (b) any trustee or officer who, at the request
of Vornado, serves or has served another trust, corporation or other entity as a
director, officer, partner, or trustee and (c) any present or former trustee or
officer against any claim or liability to which he may become subject by reason
of such status unless it is established that (i) his act or omission was
material to the matter giving rise to the proceeding and was committed in bad
faith or was the result of active and deliberate dishonesty, (ii) he actually
received an improper personal benefit in money, property or services or (iii) in
the case of a criminal proceeding, he had reasonable cause to believe that his
act or omission was unlawful. However, Maryland law prohibits Vornado from
indemnifying a trustee or officer for an adverse judgment in a suit by or in the
right of Vornado or for a judgment of liability on the basis that personal
benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, Vornado's Bylaws permit
it to pay or reimburse, in advance of final disposition of a proceeding,
reasonable expenses incurred by a present or former trustee or officer made a
party to a proceeding by reason of such status upon Vornado's receipt of (i) a
written affirmation by the trustee or officer of his good faith belief that he
has met the applicable standard of conduct necessary for indemnification by
Vornado and (ii) a written undertaking by or on his behalf to repay the amount
paid or reimbursed by Vornado if it shall ultimately be determined that the
applicable standard of conduct was not met. Vornado's Bylaws also (i) permit
Vornado to provide indemnification and payment or reimbursement of expenses to a
present or former trustee or officer who served a predecessor of Vornado in such
capacity and to any employee or agent of Vornado or a predecessor of Vornado,
(ii) provide that any indemnification or payment or reimbursement of the
expenses permitted by the Bylaws shall be furnished in accordance with the
procedures provided for indemnification or payment or reimbursement of expenses,
as the case may be, under Section 2-418 of the Maryland General Corporation Law
(the "MGCL") for directors of Maryland corporations and (iii) permit Vornado to
provide such other and further indemnification or payment or reimbursement of
expenses as may be permitted by the MGCL, as in effect from time to time, for
directors of Maryland corporations.

The Second Amended and Restated Agreement of Limited Partnership, dated as of
October 20, 1997, as amended (the "Partnership Agreement"), of Vornado Realty
L.P. provides, generally, for the indemnification of an "indemnitee" against
losses, claims, damages, liabilities, expenses (including, without limitation,
attorneys' fees and other legal fees and expenses), judgments, fines,
settlements and other amounts that relate to the operations of Vornado Realty
L.P. unless it is established that (i) the act or omission of the Indemnitee was
material and either was committed in bad faith or pursuant to active and
deliberate dishonesty, (ii) the Indemnitee actually received an improper
personal benefit in money, property or services or (iii) in the case of any
criminal proceeding, the Indemnitee had reasonable cause to believe that the act
or omission was unlawful. For this purpose, the term "Indemnitee" includes (i)
any person made a party to a proceeding by reason of its status as (A) the
general partner of Vornado Realty L.P., (B) a limited partner of Vornado Realty
L.P. or (C) an officer of Vornado Realty L.P. or a trustee, officer or
shareholder of Vornado and (ii) such other persons (including affiliates of
Vornado or Vornado Realty L.P.) as Vornado may designate from time to time in
its discretion. Any such indemnification will be made only out of assets of
Vornado Realty L.P., and in no event may an Indemnitee subject the limited
partners of Vornado Realty L.P. to personal liability by reason of the
indemnification provisions in the Partnership Agreement.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

The exhibits listed in the exhibit index beginning on page 9 are filed herewith
or incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

            (1) To file, during any period in which offers or sales are being
            made, a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
                  the Securities Act of 1933;

                                       5

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of the registration statement (or the
                  most recent posteffective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement;

                  (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the information required to be included in a post-effective amendment
      by those paragraphs is contained in periodic reports filed by the
      registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
      incorporated by reference in the registration statement.

      (2) That, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
      of the securities being registered which remain unsold at the termination
      of the offering.

(b)   The undersigned registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Exchange Act that is incorporated by reference in the registration
      statement shall be deemed to be a new registration statement relating to
      the securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to trustees, officers and controlling persons
      of the registrant pursuant to the foregoing provisions, or otherwise, the
      registrant has been advised that in the opinion of the SEC such
      indemnification is against public policy as expressed in the Securities
      Act of 1933 and is, therefore, unenforceable. In the event that a claim
      for indemnification against such liabilities (other than the payment by
      the registrant of expenses incurred or paid by a trustee, officer or
      controlling person of the registrant in the successful defense of any
      action, suit or proceeding) is asserted by such trustee, officer or
      controlling person in connection with the securities being registered, the
      registrant will, unless in the opinion of its counsel the matter has been
      settled by controlling precedent, submit to a court of appropriate
      jurisdiction the question whether such indemnification by it is against
      public policy as expressed in the Securities Act of 1933 and will be
      governed by the final adjudication of such issue.

                                       6

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Vornado Realty Trust
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York, on December 26, 2002.

                 VORNADO REALTY TRUST,
                 a Maryland real estate investment trust

                 By: /s/ Joseph Macnow
                    _____________________
                    Joseph Macnow

                    Executive Vice President - Finance and Administration, Chief
                    Financial Officer
                    (Principal Financial and Accounting Officer)

                                       7

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven Roth, Michael D. Fascitelli and Joseph
Macnow, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) and supplements to this registration statement and
any and all registration statements necessary to register additional securities,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission or any other
regulatory authority, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

Signature                   Title                              Date
_________                   _____                              ____
                                                         
/s/ Steven Roth             Chairman of the Board of Trustees  December 26, 2002
__________________________  (Principal Executive Officer)
Steven Roth

/s/ Michael D. Fascitelli   President and Trustee              December 26, 2002
__________________________
Michael D. Fascitelli

/s/ Joseph Macnow           Executive Vice President -         December 26, 2002
__________________________  Finance and Administration,
Joseph Macnow               Chief Financial Officer
                            (Principal Financial and
                            Accounting Officer)

/s/ Robert P. Kogod         Trustee                            December 26, 2002
__________________________
Robert P. Kogod

/s/ David Mandelbaum        Trustee                            December 26, 2002
__________________________
David Mandelbaum

/s/ Stanley Simon           Trustee                            December 26, 2002
__________________________
Stanley Simon

/s/ Robert H. Smith         Trustee                            December 26, 2002
__________________________
Robert H. Smith

/s/ Ronald G. Targan        Trustee                            December 26, 2002
__________________________
Ronald G. Targan

/s/ Richard R. West         Trustee                            December 26, 2002
__________________________
Richard R. West

/s/ Russell B. Wight, Jr.   Trustee                            December 26, 2002
__________________________
Russell B. Wight, Jr.

                                       8

                                  EXHIBIT INDEX

Exhibit
Number    Description
      
3.1      Amended and Restated Declaration of Trust of Vornado Realty Trust, as
         filed with the State Department of Assessments and Taxation of Maryland
         on April 16, 1993 (incorporated by reference to Exhibit 3(a) of Vornado
         Realty Trust's Registration Statement on Form S-4 (File No. 333-60286),
         filed on April 15, 1993)

3.2      Articles of Amendment of Declaration of Trust of Vornado Realty Trust,
         as filed with the State Department of Assessments and Taxation of
         Maryland on May 23, 1996 (incorporated by reference to Exhibit 3.2 of
         Vornado Realty Trust's Annual Report on Form 10-K for the year ended
         December 31, 2001 (File No. 001-11954), filed on March 11, 2002)

3.3      Articles of Amendment of Declaration of Trust of Vornado Realty Trust,
         as filed with the State Department of Assessments and Taxation of
         Maryland on April 3, 1997 (incorporated by reference to Exhibit 3.3 of
         Vornado Realty Trust's Annual Report on Form 10-K for the year ended
         December 31, 2001 (File No. 001-11954), filed on March 11, 2002)

3.4      Articles of Amendment of Declaration of Trust of Vornado Realty Trust,
         as filed with the State Department of Assessments and Taxation of
         Maryland on October 14, 1997 (incorporated by reference to Exhibit 3.2
         of Vornado Realty Trust's Registration Statement on Form S-3 (File No.
         333-36080), filed on May 2, 2000)

3.5      Articles of Amendment of Declaration of Trust of Vornado Realty Trust,
         as filed with the State Department of Assessments and Taxation of
         Maryland on April 22, 1998 (incorporated by reference to Exhibit 3.1 of
         Vornado Realty Trust's Current Report on Form 8-K dated April 22, 1998
         (File No. 001-11954), filed on April 28, 1998)

3.6      Articles of Amendment of Declaration of Trust of Vornado Realty Trust,
         as filed with the State Department of Assessments and Taxation of
         Maryland on November 24, 1999 (incorporated by reference to Exhibit 3.4
         of Vornado Realty Trust's Registration Statement on Form S-3 (File No.
         333-36080), filed on May 2, 2000)

3.7      Articles of Amendment of Declaration of Trust of Vornado Realty Trust,
         as filed with the State Department of Assessments and Taxation of
         Maryland on April 20, 2000 (incorporated by reference to Exhibit 3.5 of
         Vornado Realty Trust's Registration Statement on Form S-3 (File No.
         333-36080), filed on May 2, 2000)

3.8      Articles of Amendment of Declaration of Trust of Vornado Realty Trust,
         as filed with the State Department of Assessments and Taxation of
         Maryland on September 14, 2000 (incorporated by reference to Exhibit
         4.6 of Vornado Realty Trust's Registration Statement on Form S-8 (File
         No. 333-68462), filed on August 27, 2001)

3.9      Articles of Amendment of Declaration of Trust of Vornado Realty Trust
         dated May 31, 2002, as filed with the State Department of Assessments
         and Taxation of Maryland on June 13, 2002 (Incorporated by reference to
         Exhibit 3.9 to Vornado Realty Trust's Quarterly Report on Form 10-Q for
         the period ended June 30, 2002 (File No. 001-11954), filed on August 7,
         2002)

3.10     Articles of Amendment of Declaration of Trust of Vornado Realty Trust
         dated June 6, 2002, as filed with the State Department of Assessments
         and Taxation of Maryland on June 13, 2002 (Incorporated by reference to
         Exhibit 3.10 to Vornado Realty Trust's Quarterly Report on Form 10-Q
         for the period ended June 30, 2002 (File No. 001-11954), filed on
         August 7, 2002)

                                       9

      
3.11     Articles Supplementary classifying Vornado Realty Trust's $3.25 Series
         A Preferred Shares of Beneficial Interest, liquidation preference
         $50.00 per share (incorporated by reference to Exhibit 4.1 of Vornado
         Realty Trust's Current Report on Form 8-K, dated April 3, 1997 (File
         No. 001-11954), filed on April 8, 1997)

3.12     Articles Supplementary classifying Vornado Realty Trust's $3.25 Series
         A Preferred Shares of Beneficial Interest, liquidation preference
         $50.00 per share (incorporated by reference to Exhibit 3.10 of Vornado
         Realty Trust's Annual Report on Form 10-K for the year ended December
         31, 2001 (File No. 001-11954), filed on March 11, 2002)

3.13     Articles Supplementary classifying Vornado Realty Trust's Series D-1
         8.5% Cumulative Redeemable Preferred Shares of Beneficial Interest,
         liquidation preference $25.00 per share, no par value (incorporated by
         reference to Exhibit 3.1 of Vornado Realty Trust's Current Report on
         Form 8-K dated November 12, 1998 (File No. 001-11954), filed on
         November 30, 1998)

3.14     Articles Supplementary classifying additional Series D-1 8.5% Preferred
         Shares of Beneficial Interest, liquidation preference $25.00 per share,
         no par value (incorporated by reference to Exhibit 3.2 of Vornado
         Realty Trust's Current Report on Form 8-K/A, dated November 12, 1998
         (File No. 001-11954), filed on February 9, 1999)

3.15     Articles Supplementary classifying Vornado Realty Trust's 8.5% Series B
         Cumulative Redeemable Preferred Shares of Beneficial Interest,
         liquidation preference $25.00 per share, no par value (incorporated by
         reference to Exhibit 3.3 of Vornado Realty Trust's Current Report on
         Form 8-K, dated March 3, 1999 (File No. 001-11954), filed on March 17,
         1999)

3.16     Articles Supplementary classifying Vornado Realty Trust's 8.5% Series C
         Cumulative Redeemable Preferred Shares of Beneficial Interest,
         liquidation preference $25.00 per share, no par value (incorporated by
         reference to Exhibit 3.7 of Vornado Realty Trust's Registration
         Statement on Form 8-A (File No. 001-11954), filed on May 19, 1999)

3.17     Articles Supplementary classifying Vornado Realty Trust's Series D-2
         Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
         Realty Trust's Current Report on Form 8-K, dated May 27, 1999 (File No.
         001-11954), filed on July 7, 1999)

3.18     Articles Supplementary classifying Vornado Realty Trust's Series D-3
         Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
         Realty Trust's Current Report on Form 8-K, dated September 3, 1999
         (File No. 001-11954), filed on October 25, 1999)

3.19     Articles Supplementary classifying Vornado Realty Trust's Series D-4
         Preferred Shares (incorporated by reference to Exhibit 3.2 of Vornado
         Realty Trust's Current Report on Form 8-K, dated September 3, 1999
         (File No. 001-11954), filed on October 25, 1999)

3.20     Articles Supplementary classifying Vornado Realty Trust's Series D-5
         Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
         Realty Trust's Current Report on Form 8-K, dated November 24, 1999
         (File No. 001-11954), filed on December 23, 1999)

3.21     Articles Supplementary classifying Vornado Realty Trust's Series D-6
         Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
         Realty Trust's Current Report on Form 8-K, dated May 1, 2000 (File No.
         001-11954), filed on May 19, 2000)

3.22     Articles Supplementary classifying Vornado Realty Trust's Series D-7
         Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
         Realty Trust's Current Report on Form 8-K, dated May 25, 2000 (File No.
         001-11954), filed on June 16, 2000)

3.23     Articles Supplementary classifying Vornado Realty Trust's Series D-8
         Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
         Realty Trust's Current Report on Form 8-K, dated December 8, 2000 (File
         No. 1-11954), filed on December 28, 2000)

                                       10

      
3.24     Articles Supplementary classifying Vornado Realty Trust's Series D-9
         Preferred Shares (incorporated by reference to Exhibit 3.1 of Vornado
         Realty Trust's Current Report on Form 8-K dated September 21, 2001
         (File No. 001-111954), filed on October 12, 2001)

3.25     Amended and Restated Bylaws of Vornado Realty Trust, as amended on
         March 2, 2000 (incorporated by reference to Exhibit 3.12 of Vornado
         Realty Trust's Annual Report on Form 10-K for the year ended December
         31, 1999 (File No. 001-11954), filed on March 9, 2000)

4.1      Instruments defining the rights of security holders (see Exhibits 3.1
         through 3.25 of this registration statement)

4.2      Vornado Realty Trust's 2002 Omnibus Share Plan

4.3      Specimen certificate representing Vornado Realty Trust's Common Shares
         of Beneficial Interest (incorporated by reference to Exhibit 4.1 to
         Amendment No. 1 to Vornado Realty Trust's Registration Statement on
         Form S-3 (File No. 033-62395), filed on October 26, 1995)

5.1      Opinion of Ballard Spahr Andrews & Ingersoll, LLP

15.1     Letter Regarding Unaudited Interim Financial Information

23.1     Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its
         opinion filed as Exhibit 5.1)

23.2     Consent of Deloitte & Touche LLP

24.1     Powers of Attorney (included on page 8)

                                       11

                                                                    EXHIBIT 4.2

                  VORNADO REALTY TRUST 2002 OMNIBUS SHARE PLAN

      1. PURPOSE. The purpose of the 2002 Omnibus Share Plan of Vornado Realty
Trust (the "Plan") is to promote the financial interests of Vornado Realty Trust
(the "Trust"), including its growth and performance, by encouraging employees of
the Trust and its subsidiaries, including officers (together, the "Employees"),
its non-employee trustees of the Trust and non-employee directors of its
subsidiaries (together, the "Non-Employee Trustees"), and certain non-employee
advisors and consultants that provide bona fide services to the Trust or its
subsidiaries (together, the "Consultants") to acquire an ownership position in
the Trust, enhancing the ability of the Trust and its subsidiaries to attract
and retain Employees, Non-Employee Trustees and Consultants of outstanding
ability, and providing Employees, Non-Employee Trustees and Consultants with a
way to acquire or increase their proprietary interest in the Trust's success.

      2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 14, the number of common shares, par value $.04, of beneficial interest
in the Trust (the "Shares") which shall be available for the grant of awards
under the Plan shall not exceed 10,000,000. No Participant (as defined in
Section 3) shall be granted stock options and stock appreciation rights with
respect to more than an aggregate number of 10,000,000 Shares, subject to
adjustment as provided in Article 14. The Shares issued under the Plan may be
authorized and unissued Shares or treasury Shares, as the Trust may from time to
time determine.

         Shares subject to an award that expires unexercised, that is forfeited,
terminated or cancelled, in whole or in part, or is paid in cash in lieu of
Shares, shall thereafter again be available for grant under the Plan.

      3. ADMINISTRATION. With respect to Employees and Consultants, the Plan
shall be administered by the Compensation Committee (the "Committee") of the
Trustees of the Trust. A majority of the Committee shall constitute a quorum,
and the acts of a majority shall be the acts of the Committee. With respect to
Non-Employee Trustees, the Plan shall be administered by the Board of Trustees.

         Subject to the provisions of the Plan, the Committee shall select the
Employees and Consultants who will be participants in the Plan and the Board of
Trustees shall select the Non-Employee Trustees who will be participants in the
Plan (together, the "Participants"). Each of the Committee and the Board of
Trustees, respectively, shall (i) determine the type of awards to be made to
Participants, determine the Shares or share units subject to awards, and (ii)
shall have the authority to interpret the Plan, to establish, amend, and rescind
any rules and regulations relating to the Plan, to determine the terms and
provisions of any agreements entered into hereunder, and to make all other
determinations necessary or advisable for the administration of the Plan. Each
of the Committee and the Board of Trustees, respectively, may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in any
award in the manner and to the extent it shall deem desirable to carry it into
effect. The determinations of the Committee and the Board of Trustees in their
respective administration of the Plan, as described herein, shall be final and
conclusive. If the there is an inconsistency between the determinations of the
Committee and of the Board of Trustees, the determinations by the Board of
Trustees shall be final and conclusive.

      4. ELIGIBILITY. All Employees who have demonstrated significant management
potential or who have the capacity for contributing in a substantial measure to
the successful performance of the Trust, as determined by the Committee, and
Consultants, as determined by the Committee, are eligible to be Participants in
the Plan. Non-Employee Trustees are also eligible Participants under the Plan,
as determined by the Board of Trustees.

      5. AWARDS. Awards under the Plan may consist of the following: stock
options (either incentive stock options within the meaning of Section 422 of the
Internal Revenue Code or non-qualified stock options), stock appreciation
rights, performance shares, or grants of restricted stock. Awards of performance
shares and restricted stock may provide the Participant with dividends or
dividend equivalents and voting rights prior to vesting (whether based on a
period of time or based on attainment of specified performance conditions).

      6. STOCK OPTIONS. The Committee or the Board of Trustees, in each case,
shall establish the option price at the time each stock option is granted, which
price shall not be less than 100% of the fair market value of the Shares on the
date of grant. Stock options shall be exercisable for such period as specified
by the Committee or Board of Trustees, in each case, but in no event may options
be exercisable more than ten years after their date of grant. The option price
of each Share as to which a stock option is exercised shall be paid in full at
the time of such exercise. Such payment shall be made in cash, by tender of
Shares owned by the Participant valued at fair market value as of the date of
exercise, in such other consideration as the Committee or the Board of Trustees,
in each case, deems appropriate, or by a combination of cash, Shares and such
other consideration.

         If determined by the Committee or the Board of Trustees, in each case,
at or subsequent to the date of grant of a stock option, in the event a
Participant pays the exercise price of such stock option (in whole or in part)
by tendering Shares owned by the Participant, such Participant shall
automatically be granted a reload stock option for the number of Shares used to
pay the exercise price. The reload stock option shall have terms and conditions
determined by the Committee or Board of Trustees, in each case, consistent with
this Section. If a reload stock option is granted as set forth above, one or
more successive reload stock options shall automatically be granted, unless
otherwise determined by the Committee or the Board of Trustees, in each case, to
a Participant who pays all or part of the exercise price of any such reload
stock option by tendering Shares owned by the Participant. Such reload stock
option grants shall not be treated as Shares under the Plan in determining the
aggregate number of Shares available for the grant of awards pursuant to the
first sentence of Section 2.

      7. STOCK APPRECIATION RIGHTS. Stock appreciation rights may be granted in
tandem with a stock option, in addition to a stock option, or may be
freestanding and unrelated to a stock option. Stock appreciation rights granted
in tandem with or in addition to a stock option may be granted either at the
same time as the stock option or at a later time. No stock appreciation right
shall be exercisable earlier than six months after grant, except in the event of
the Participant's death or disability. A stock appreciation right shall entitle
the Participant to receive from the Trust an amount equal to the increase of the
fair market value of the Share on the exercise of the stock appreciation right
over the grant price. The Committee or the Board of Trustees, in each case, in
its sole discretion, shall determine whether the stock appreciation right shall
be settled in cash, Shares or a combination of cash and Shares.

      8. PERFORMANCE SHARES. Performance shares may be granted in the form of
actual Shares or share units having a value equal to an identical number of
Shares. In the event that a certificate is issued in respect of Shares subject
to a grant of performance shares, such certificate shall be registered in the
name of the Participant but shall held by the Trust until the time the Shares
subject to the grant of performance shares are earned. The performance
conditions and the length of the performance period shall be determined by the
Committee or the Board of Trustees, respectively. The Committee or the Board of
Trustees, in each case, in its sole discretion, shall determine whether
performance shares granted in the form of share units shall be paid in cash,
Shares, or a combination of cash and Shares.

      9. RESTRICTED STOCK. Restricted stock may be granted in the form of actual
Shares or share units having a value equal to an identical number of Shares. In
the event that a certificate is issued in respect of Shares subject to a grant
of restricted stock, such certificate shall be registered in the name of the
Participant but shall be held by the Trust until the end of the restricted
period. The employment conditions and the length of the period for vesting of
restricted stock shall be established by the Committee or the Board of Trustees,
in each case, at time of grant. The Committee or the Board of Trustees, in each
case, in its sole discretion, shall determine whether restricted stock granted
in the form of share units shall be paid in cash, Shares, or a combination of
cash and Shares.

      10. AWARD AGREEMENTS. Each award under the Plan shall be evidenced by an
agreement setting forth the terms and conditions, as determined by the Committee
or the Board of Trustees, respectively, which shall apply to such award, in
addition to the terms and conditions specified in the Plan.

      11. WITHHOLDING. The Trust shall have the right to deduct from any payment
to be made pursuant to the Plan, or to require prior to the issuance or delivery
of any Shares or the payment of cash under the Plan, any taxes required by law
to be withheld therefrom. The Committee, in its sole discretion, may permit a
Participant who is an employee of the Trust or its subsidiaries to elect to
satisfy such withholding obligation by having the Trust retain the number of
Shares whose fair market value equals the amount required to be withheld. Any
fraction of a Share required to satisfy such obligation shall be disregarded and
the amount due shall instead be paid in cash to the Participant.

      12. NONTRANSFERABILITY. Except as may otherwise be determined by the
Committee or the Board of Trustees with respect to the transferability of stock
options by the Participant to such Participant's immediate family members (or
trusts, partnerships, or limited liability companies established for such
immediate family members), no award under the Plan shall be assignable or
transferable except by will or the laws of descent and distribution, and no
right or interest of any Participant shall be subject to any lien, obligation or
liability of the Participant. For this purpose, immediate family member means,
except as otherwise defined by the Committee or the Board of Trustees, the
Participant's children, stepchildren, grandchildren, parents, stepparents,
grandparents, spouse, siblings (including half brothers and sisters), in-laws
and persons related by reason of legal adoption. Such transferees may transfer a
stock option only by will or the laws of descent or distribution. A stock option
transferred pursuant to this Section 12 shall remain subject to the provisions
of the Plan, and shall be subject to such other rules as the Committee or the
Board of Trustees shall determine. Upon transfer of a stock option, any related
stock appreciation right shall be canceled. Except in the case of a holder's
incapacity, an award shall be exercisable only by the holder thereof.

      13. NO RIGHT TO EMPLOYMENT. No person shall have any claim or right to be
granted an award, and the grant of an award shall not be construed as giving a
Participant any right to continue his or her service to the Trust or its
subsidiaries as an Employee, Non-Employee Trustee or Consultant. Further, the
Trust and its subsidiaries expressly reserve the right at any time

to dismiss a Participant free from any liability, or any claim under the Plan,
except as provided herein or in any agreement entered into hereunder.

      14. ADJUSTMENT OF AND CHANGES IN SHARES. In the event of any change in the
outstanding Shares by reason of any share dividend or split, recapitalization,
merger, consolidation, spinoff, combination or exchange of Shares or other
corporate change, or any distributions to common shareholders other than regular
cash dividends, the Committee or the Board of Trustees, respectively, may make
such substitution or adjustment, if any, as it deems to be equitable, as to the
number or kind of Shares or other securities issued or reserved for issuance
pursuant to the Plan and to outstanding awards.

      15. AMENDMENT. The Trustees may amend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be made without
shareholder approval if such approval is necessary under the Internal Revenue
Code or the rules of the New York Stock Exchange.

      16. EFFECTIVE DATE. The Plan shall be effective as of the date of the
approval by the shareholders of the Trust. Subject to earlier termination
pursuant to Section 15, the Plan shall have a term of ten years from its
effective date.

                                                                     Exhibit 5.1

                [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL LLP]

                                          December 26, 2002

Vornado Realty Trust
888 Seventh Avenue
New York, New York  10019

            Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

         We have served as Maryland counsel to Vornado Realty Trust, a Maryland
real estate investment trust (the "Company"), in connection with certain matters
of Maryland law arising out of the registration of up to 7,500,000 shares (the
"Shares") of the common shares of beneficial interest, par value $.04 per share,
of the Company (the "Common Shares") covered by the above-referenced
Registration Statement (the "Registration Statement"), substantially in the form
to be filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "1933 Act"). The Shares
are to be issued by the Company pursuant to options granted under the Vornado
Realty Trust 2002 Omnibus Share Plan (the "Plan").

         In connection with our representation of the Company, and as a basis
for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):

         1. The Registration Statement and the related form of prospectus;

         2. The Amended and Restated Declaration of Trust of the Company, as
amended (the "Declaration of Trust"), certified as of a recent date by the State
Department of Assessments and Taxation of Maryland (the "SDAT");

         3. The Bylaws of the Company, certified as of a recent date by an
officer of the Company;

         4. Resolutions adopted by the Board of Trustees of the Company relating
to the Plan and the issuance and registration of the Shares, certified as of a
recent date by an officer of the Company (the "Resolutions");

Vornado Realty Trust
December 26, 2002
Page 2

         5. A certificate of the SDAT as to the good standing of the Company,
dated as of a recent date;

         6. A certificate executed by an officer of the Company, dated the date
hereof;

         7. The Plan; and

         8. Such other documents and matters as we have deemed necessary or
appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.

         In expressing the opinion set forth below, we have assumed the
following:

         1. Each individual executing any of the Documents, whether on behalf of
such individual or another person, is legally competent to do so.

         2. Each individual executing any of the Documents on behalf of a party
(other than the Company) is duly authorized to do so.

         3. Each of the parties (other than the Company) executing any of the
Documents has duly and validly executed and delivered each of the Documents to
which such party is a signatory, and such party's obligations set forth therein
are legal, valid and binding and are enforceable in accordance with all stated
terms.

         4. All Documents submitted to us as originals are authentic. The form
and content of any Documents submitted to us as unexecuted drafts do not differ
in any respect relevant to this opinion from the form and content of such
Documents as executed and delivered. Any Documents submitted to us as certified
or photostatic copies conform to the original documents. All signatures on all
such Documents are genuine. All public records reviewed or relied upon by us or
on our behalf are true and complete. All representations, warranties, statements
and information contained in the Documents are true and complete. There has been
no oral or written modification of or amendment to any of the Documents, and
there has been no waiver of any provision of any of the Documents by action or
omission of the parties or otherwise.

         5. The Shares will not be issued in violation of any restriction or
limitation contained in the Declaration of Trust.

         Based upon the foregoing, and subject to the assumptions, limitations
and qualifications stated herein, it is our opinion that:

Vornado Realty Trust
December 26, 2002
Page 3

         1. The Company is a real estate investment trust duly formed and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.

         2. The Shares have been duly authorized for issuance pursuant to the
Plan and, when and if issued and delivered against payment therefor and
otherwise in the manner described in the Plan, the Registration Statement and
the Resolutions, will be (assuming that upon such issuance the total number
of Common Shares issued and outstanding will not exceed the total number of
Common Shares that the Company is then authorized to issue under the
Declaration of Trust) validly issued, fully paid and nonassessable.

         The foregoing opinion is limited to the substantive laws of the State
of Maryland and we do not express any opinion herein concerning any other law.
We express no opinion as to compliance with any federal or state securities
laws, including the securities laws of the State of Maryland, or as to federal
or state laws regarding fraudulent transfers. We assume no obligation to
supplement this opinion if any applicable law changes after the date hereof or
if we become aware of any fact that might change the opinion expressed herein
after the date hereof.

         This opinion is being furnished to you solely for submission to the
Commission as an exhibit to the Registration Statement and, accordingly, may not
be relied upon by, quoted in any manner to, or delivered to any other person or
entity (other than Sullivan & Cromwell, counsel to the Company) without, in each
instance, our prior written consent.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the 1933 Act.

                                                 Very truly yours,

                                                 /s/ Ballard Spahr Andrews
                                                     & Ingersoll LLP

                                                                    EXHIBIT 15.1

December 26, 2002

Vornado Realty Trust
New York, New York

We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Vornado Realty Trust for the periods ended September 30, 2002
and 2001, as indicated in our report dated October 30, 2002 (December 24, 2002,
as to the effects of the restatement discussed in Note 12); because we did not
perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which was included in your
Quarterly Report on Form 10-Q/A (Amendment No. 1) for the quarter ended
September 30, 2002, is being used in this Registration Statement.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey

                                                                    EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement and
Post-Effective Amendment No. 1 to Registration Statement No. 333-68462 of
Vornado Realty Trust on Form S-8 of our report dated March 11, 2002, appearing
in the Annual Report on Form 10-K of Vornado Realty Trust for the year ended
December 31, 2001.

/s/ DELOITTE & TOUCHE LLP
Parisippany, New Jersey

December 26, 2002