1
 
                                                        EXHIBIT INDEX ON PAGE 6
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549
 
                                   FORM 10-K/A-1

   FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 
For the Fiscal Year Ended:      DECEMBER 31, 1997
 
                                       or
 
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
For the transition period from  ___________________ to  ___________________
 
Commission File Number:        1-11954
 
                              VORNADO REALTY TRUST
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                                 
                     MARYLAND                                         22-1657560
- --------------------------------------------------  ----------------------------------------------
         (State or other jurisdiction of                           (I.R.S. Employer
          incorporation or organization)                        Identification Number)
 
 PARK 80 WEST, PLAZA II, SADDLE BROOK, NEW JERSEY                       07663
- --------------------------------------------------  ----------------------------------------------
     (Address of Principal Executive Offices)                         (Zip Code)

Registrant's telephone number including area code:      (201) 587-1000
 
          Securities registered pursuant to Section 12(b) OF THE ACT:

                                             
             Title of Each Class                  Name of Each Exchange on Which Registered
 
         Common Shares of beneficial                       New York Stock Exchange
      interest, $.04 par value per share
 
             Series A Convertible                          New York Stock Exchange
        Preferred Shares of beneficial
            interest, no par value

       Securities registered pursuant to Section 12(g) of the Act:  NONE
 
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  YES   X    NO  ____
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the registrant's Form 10-K
previously filed with the Securities and Exchange Commission on March 31, 1998
or any amendment to such Form 10-K. [ X ]
 
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant, i.e. by persons other than officers and
trustees of Vornado Realty Trust as reflected in the table in Item 12 of the
registrant's Form 10-K previously filed with the Securities and Exchange
Commission on March 31, 1998, at March 6, 1998 was $2,575,057,000.
 
As of March 6, 1998, there were 72,185,535 shares of the registrant's shares of
beneficial interest outstanding.
 
                      Documents Incorporated by Reference
 
PART III: Proxy Statement for Annual Meeting of Shareholders to be held on May
27, 1998.
 
                                  Page 1 of 10
   2
This Form 10-K/A-1 Amends Part IV Item. 14(a)(3) of the Company's Amended Annual
Report on Form 10-K previously filed with the Securities and Exchange Commission
on April 8, 1998 to include Exhibit 10.10. 

                                                                            
PART IV.   14.    Exhibits, Financial Statement Schedules, and Reports on Form
                  8-K.........................................................    3
 
SIGNATURES....................................................................    5

                                       2
   3
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
     (a) The following documents are filed as part of this report:

          3. The following exhibits listed on the Exhibit Index are filed with
     this Annual Report on Form 10-K/A-1.
 
                                       3
   4

EXHIBIT NO.
 ----------- 
           
    3.4     Second Amended and Restated Agreement of Limited Partnership,
            of the Operating Partnership, dated as of October 20, 1997.*
    3.5     Amendment to Second Amended and Restated Agreement of Limited
            Partnership of Vornado Realty L.P., dated as of December 16, 1997.*
   10.10    Employment Agreement between Vornado Realty Trust and Irwin
            Goldberg, dated December 11, 1997.** 
   10.30    Amended and Restated Revolving Credit Agreement, dated as of
            February 23, 1998, between Vornado Realty L.P.; as Borrower,
            Vornado Realty Trust, as General Partner and Union Bank of
            Switzerland (New York Branch), as Bank, the other banks signatory
            thereto, each as a bank, Union Bank of Switzerland (New York
            Branch), as Administrative Agent and Citicorp Real Estate, Inc.,
            The Chase Manhattan Bank and Nationsbank, as Syndication Agents.*
   10.35    Contribution Agreement between Vornado Realty Trust, Vornado
            Realty L.P. and the Contributors Signatory thereto -- Merchandise
            Mart Properties, Inc. (DE) and Merchandise Mart Enterprises,Inc.***
   10.36    Sale Agreement executed November 18, 1997, and effective December
            19, 1997, between MidCity Associates, a New York partnership, as
            Seller, and One Penn Plaza LLC, a New York Limited liability
            company, as purchaser.***
   12       Consolidated Ratios of Earnings to Fixed Charges and
            Combined Fixed Charges and Preferred Share Dividend
            Requirements*
   21       Subsidiaries of the Registrant.*
   23       Consent of Independent Auditors to Incorporation by
            Reference.*
   27.1     Financial Data Schedule.*
   27.2     Financial Data Schedule.*
   27.3     Financial Data Schedule.*

*  Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997, as filed with the Securities and
Exchange Commission on March 31, 1998.

** Management contract or compensatory plan.

***Previously filed as an Exhibit to the Registrant's Amended Annual Report on
Form 10-K/A for the year ended  December 31, 1997, as filed with the Securities
and Exchange Commission on April 8, 1998. 
 
                                       4
   5
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
                                          VORNADO REALTY TRUST
 
                                          By:      /s/ IRWIN GOLDBERG
                                            ------------------------------------
                                              Irwin Goldberg, Vice President,
                                                  Chief Financial Officer
 
                                          Date:  April 14, 1998
                                                 --------------

                                       5
   6
 
                                 EXHIBIT INDEX

  EXHIBIT
    NO.
  -------
           
 2.1       -- Master Consolidation Agreement (the "Master Consolidation
                Agreement"), dated March 12, 1997, among Vornado Realty
                Trust, Vornado/Saddle Brook L.L.C., The Mendik Company,
                L.P., and various parties defined therein -- Incorporated
                by reference to Exhibit 2.1 of Vornado's Current Report on
                Form 8-K (File No. 001-11954), filed on March 26, 1997....
 2.2       -- Agreement for Contribution of Interests in 1740 Broadway
                Investment Company, dated as of April 15, 1997, by and
                among The Mendik Company, L.P., Mendik 1740 Corp. and
                Certain Partners of 1740 Broadway Investment
                Company -- Incorporated by reference to Exhibit 2.1 of
                Vornado's Current Report on Form 8-K (File No. 001-11954),
                filed on April 30, 1997...................................
 2.3       -- Agreement for Contribution of Interests in Eleven Penn Plaza
                Company, dated as of April 15, 1997, by and among The
                Mendik Company, L.P., The Partners in M/F Associates, M/F
                Eleven Associates and M/S Associates and M/S Eleven
                Associates and Bernard H. Mendik -- Incorporated by
                reference to Exhibit 2.2 of Vornado's Current Report on
                Form 8-K (File No. 001-11954), filed on April 30, 1997....
 2.4       -- Agreement for Contribution of Interests in 866 UN Plaza
                Associates LLC, dated as of April 15, 1997, by and among
                The Mendik Company, L.P., The Members of 866 UN Plaza
                Associates LLC and Bernard H. Mendik -- Incorporated by
                reference to Exhibit 2.3 of Vornado's Current Report on
                Form 8-K (File No. 001-11954), filed on April 30, 1997....
 2.5       -- Agreement for Contribution of Interests in M330 Associates,
                dated as of April 15, 1997, by and among The Mendik
                Company, L.P., The Partners in M330 Associates and The
                Mendik Partnership, L.P. -- Incorporated by reference to
                Exhibit 2.4 of Vornado's Current Report on Form 8-K (File
                No. 001-11954), filed on April 30, 1997...................
 2.6       -- Agreement for Contribution of Interests in 570 Lexington
                Interests, dated as of April 15, 1997, by and among The
                Mendik Company, L.P., Mendik Realty Company and The
                Partners of 570 Lexington Investors -- Incorporated by
                reference to Exhibit 2.5 of Vornado's Current Report on
                Form 8-K (File No. 001-11954), filed on April 30, 1997....
 2.7       -- Agreement for Contribution of Interests in B&B Park Avenue
                L.P., dated as of April 15, 1997, by and among The Mendik
                Company, L.P., Mendik RELP Corporation and The Partners of
                B&B Park Avenue L.P. -- Incorporated by reference to
                Exhibit 2.6 of Vornado's Current Report on Form 8-K (File
                No. 001-11954), filed on April 30, 1997...................
 2.8       -- Agreement for Contribution of Interests in Two Penn Plaza
                Associates L.P., dated as of April 15, 1997, by and among
                The Mendik Company, L.P., The Partners of Two Penn Plaza
                Associates L.P. and Bernard H. Mendik -- Incorporated by
                reference to Exhibit 2.7 of Vornado's Current Report on
                Form 8-K (File No. 001-11954), filed on April 30, 1997....
 2.9       -- Contribution Agreement (Transfer of 99% of REIT Management
                Assets from Mendik/FW LLC to the Operating Partnership),
                dated as of April 15, 1997, between FW/Mendik REIT, L.L.C.
                and The Mendik Company, L.P. -- Incorporated by reference
                to Exhibit 2.8 of Vornado's Current Report on Form 8-K
                (File No. 001-11954), filed on April 30, 1997.............
2.10       -- Assignment and Assumption Agreement (Transfer of 1% Interest
                in REIT Management Assets and Third-Party Management
                Assets from Mendik/FW LLC to the Management Corpora-
                tion), dated as of April 15, 1997, between FW/Mendik REIT,
                L.L.C. and Mendik Management Company, Inc. -- Incorporated
                by reference to Exhibit 2.9 of Vornado's Current Report on
                Form 8-K (File No. 001-11954), filed on April 30, 1997....
2.11       -- Agreement and Plan of Merger, dated as of August 22, 1997,
                among Vornado Realty Trust, Trees Acquisition Subsidiary,
                Inc. and Arbor Property Trust -- Incorporated by reference
                to Exhibit 99.3 of Vornado's Current Report on Form 8-K
                (File No. 001-11954), dated August 21, 1997, as amended by
                Form 8-K/A, dated August 21, 1997 and filed on September
                11, 1997..................................................

                                       6
   7

  EXHIBIT
    NO.
  -------
           
2.12       -- Amendment to Agreement and Plan of Merger, dated as of
                October 15, 1997, among Vornado Realty Trust, Trees
                Acquisition Subsidiary, Inc. and Arbor Property
                Trust -- Incorporated by reference to Exhibit 2.2 of
                Vornado's Amendment No. 1 to Registration Statement on
                Form S-4 (File No. 333-36835), filed on October 27,
                1997......................................................
2.13       -- Agreement and Plan of Merger, dated as of September 26,
                1997, among Vornado Realty Trust, Atlanta Parent, Inc.,
                Atlanta Storage Acquisition Co. and URS Logistics,
                Inc. -- Incorporated by reference to Exhibit 99.4 of
                Vornado's Current Report on Form 8-K (File No. 001-11954),
                filed on October 8, 1997..................................
2.14       -- Agreement and Plan of Merger, dated as of September 26,
                1997, among Vornado Realty Trust, Portland Parent, Inc.,
                Portland Storage Acquisition Co. and Americold
                Corporation -- Incorporated by reference to Exhibit 99.5
                of Vornado's Current Report on Form 8-K (File No.
                001-11954), filed on October 8, 1997......................
3.1        -- Amended and Restated Declaration of Trust of Vornado,
                amended April 3, 1997 -- Incorporated by reference to
                Exhibit 3.1 of Vornado's Registration Statement on Form
                S-8 (File No. 333-29011), filed on June 12, 1997..........
3.2        -- By-laws of Vornado, as amended on April 28, 1997 -- Incorporated
                by reference to Exhibit 3(b) of Vornado's Quarterly Report 
                on Form 10-Q for the period ended March 31, 1997 
                (File No. 001-11954), filed on May 14, 1997...............
3.3        -- First Amended and Restated Agreement of Limited Partnership
                of the Operating Partnership, dated as of April 15,
                1997 -- Incorporated by reference to Exhibit 3.1 of the
                Operating Partnership's Registration Statement on Form 10
                (File No. 000-22685), filed on June 12, 1997..............
3.4        -- Second Amended and Restated Agreement of Limited Partnership of
                the Operating Partnership, dated as of October 20, 1997 --
                Incorporated by reference to Exhibit 3.4 of Vornado's Annual
                Report on Form 10-K for the year ended December 31, 1997 filed
                on March 31, 1998 (the "1997 10-K").......................
3.5        -- Amendment to Second Amended and Restated Agreement of
                Limited Partnership of Vornado Realty L.P., dated as of
                December 16, 1997 -- Incorporated by reference to Exhibit 3.5
                of the 1997 10-K..........................................
4.1        -- Indenture dated as of November 24, 1993 between Vornado
                Finance Corp. and Bankers Trust Company, as
                Trustee -- Incorporated by reference to Vornado's current
                Report on Form 8-K dated November 24, 1993 (File No.
                001-11954), filed December 1, 1993........................
4.2        -- Specimen certificate representing Vornado's Common Shares of
                Beneficial Interest, par value $0.04 per
                share -- Incorporated by reference to Exhibit 4.1 of
                Amendment No. 1 to Registration Statement on Form S-3
                (File No. 33-62395), filed on October 26, 1995............
 4.3       -- Specimen certificate representing Vornado's $3.25 Series A
                Preferred Shares of Beneficial Interest, liquidation
                preference $50.00 per share -- Incorporated by reference
                to Exhibit 4.2 of Vornado's Current Report on Form 8-K,
                dated April 3, 1997 (File No. 001-11954), filed on April
                8, 1997...................................................
 4.4       -- Articles Supplementary Classifying Vornado'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's Current Report on Form 8-K,
                dated April 3, 1997 (File No. 001-11954), filed on April
                8, 1997...................................................
10.1**     -- Second Amendment, dated as of June 12, 1997, to Vornado's
                1993 Omnibus Share Plan, as amended -- Incorporated by
                reference to Vornado's Registration Statement on Form S-8
                (File No. 333-29011) filed on June 12, 1997...............
10.2       -- Master Agreement and Guaranty, between Vornado, Inc. and
                Bradlees New Jersey, Inc. dated as of May 1,
                1992 -- Incorporated by reference to Vornado's Quarterly
                Report on Form 10-Q for quarter ended March 31, 1992 (File
                No. 001-11954), filed May 8, 1992.........................
10.3       -- Mortgage, Security Agreement, Assignment of Leases and Rents
                and Fixture Filing dated as of November 24, 1993 made by
                each of the entities listed therein, as mortgagors to
                Vornado Finance Corp., as mortgagee -- Incorporated by
                reference to Vornado's Current Report on Form 8-K dated
                November 24, 1993 (File No. 001-11954), filed December 1,
                1993......................................................

**Management contract or compensatory plan.

                                       7
   8

  EXHIBIT
    NO.
  -------
           
10.4**     -- 1985 Stock Option Plan as amended -- Incorporated by
                reference to Vornado's Quarterly Report on Form 10-Q for
                quarter ended May 2, 1987 (File No. 001-11954), filed June
                9, 1987...................................................
10.5**     -- Form of Stock Option Agreement for use in connection with
                incentive stock options issued pursuant to Vornado, Inc.
                1985 Stock Option Plan -- Incorporated by reference to
                Vornado's Quarterly Report on Form 10-Q for quarter ended
                October 26, 1985 (File No. 001-11954), filed December 9,
                1985......................................................
10.6**     -- Form of Stock Option Agreement for use in connection with
                incentive stock options issued pursuant to Vornado, Inc.
                1985 Stock Option Plan -- Incorporated by reference to
                Vornado's Quarterly Report on Form 10-Q for quarter ended
                May 2, 1987 (File No. 001-11954), filed June 9, 1987......
10.7**     -- Form of Stock Option Agreement for use in connection with
                incentive stock options issued pursuant to Vornado, Inc.
                1985 Stock Option Plan -- Incorporated by reference to
                Vornado's Quarterly Report on Form 10-Q for quarter ended
                October 26, 1985 (File No. 001-11954), filed December 9,
                1985......................................................
10.8**     -- Employment Agreement between Vornado, Inc. and Joseph Macnow
                dated January 1, 1992 -- Incorporated by reference to
                Vornado's Annual Report on Form 10-K for the year ended
                December 31, 1991 (File No. 001-11954), filed March 30,
                1992......................................................
10.9**     -- Employment Agreement between Vornado, Inc. and Richard Rowan
                dated January 1, 1992 -- Incorporated by reference to
                Vornado's Annual Report on Form 10-K for the year ended
                December 31, 1991 (File No. 001-11954), filed March 30,
                1992......................................................
10.10**    -- Employment Agreement between Vornado Realty Trust and Irwin
                Goldberg, dated December 11, 1997.........................
10.11**    -- Employment Agreement between Vornado Realty Trust and
                Michael D. Fascitelli dated December 2,
                1996 -- Incorporated by reference to Vornado's Annual
                Report on Form 10-K for the year ended December 31, 1996
                (File No. 001-11954), filed March 13, 1997................
10.12      -- Promissory Notes from Steven Roth to Vornado, Inc. dated
                December 29, 1992 and January 15, 1993 -- Incorporated by
                reference to Vornado's Annual Report on Form 10-K for the
                year ended December 31, 1992 (File No. 001-11954), filed
                February 16, 1993.........................................
10.13      -- Registration Rights Agreement between Vornado, Inc. and
                Steven Roth Dated December 29, 1992 -- Incorporated by
                reference to Vornado's Annual Report on Form 10-K for the
                year ended December 31, 1992 (File No. 001-11954), filed
                February 16, 1993.........................................
10.14      -- Stock Pledge Agreement between Vornado, Inc. and Steven Roth
                dated December 29, 1992 -- Incorporated by reference to
                Vornado's Annual Report on Form 10-K for the year ended
                December 31, 1992 (File No. 001-11954), filed February 16,
                1993......................................................
10.15      -- Promissory Note from Steven Roth to Vornado Realty Trust
                dated April 15, 1993 and June 17, 1993 -- Incorporated by
                reference to Vornado's Annual Report on Form 10-K for the
                year ended December 31, 1993 (File No. 001-11954), filed
                March 24, 1994............................................
10.16      -- Promissory Note from Richard Rowan to Vornado Realty
                Trust -- Incorporated by reference to Vornado's Annual
                Report on Form 10-K for the year ended December 31, 1993
                (File No. 001-11954), filed March 24, 1994................
10.17      -- Promissory Note from Joseph Macnow to Vornado Realty
                Trust -- Incorporated by reference to Vornado's Annual
                Report on Form 10-K for the year ended December 31, 1993
                (File No. 001-11954), filed March 24, 1994................
10.18      -- Management Agreement between Interstate Properties and
                Vornado, Inc. dated July 13, 1992 -- Incorporated by
                reference to Vornado's Annual Report on Form 10-K for the
                year ended December 31, 1992 (File No. 001-11954), filed
                February 16, 1993.........................................

- ---------------

           
** Management contract or compensatory plan

                                       8
   9

  EXHIBIT
    NO.
  -------
           
10.19      -- Real Estate Retention Agreement between Vornado, Inc., Keen
                Realty Consultants, Inc. and Alexander's, Inc., dated as
                of July 20, 1992 -- Incorporated by reference to Vornado's
                Annual Report on Form 10-K for the year ended December 31,
                1992 (File No. 001-11954), filed February 16, 1993........
10.20      -- Amendment to Real Estate Retention Agreement dated February
                6, 1995 -- Incorporated by reference to Vornado's Annual
                Report on Form 10-K for the year ended December 31, 1994
                (File No. 001-11954), filed March 23, 1995................
10.21      -- Stipulation between Keen Realty Consultants Inc. and Vornado
                Realty Trust re: Alexander's Retention
                Agreement -- Incorporated by reference to Vornado's annual
                Report on Form 10-K for the year ended December 31, 1993
                (File No. 001-11954), filed March 24, 1994................
10.22      -- Stock Purchase Agreement, dated February 6, 1995, among
                Vornado Realty Trust and Citibank, N.A. -- Incorporated by
                reference to Vornado's Current Report on Form 8-K dated
                February 6, 1995 (File No. 001-11954), filed February 21,
                1995......................................................
10.23      -- Management and Development Agreement, dated as of February
                6, 1995 -- Incorporated by reference to Vornado's Current
                Report on Form 8-K dated February 6, 1995 (File No. 001-
                11954), filed February 21, 1995...........................
10.24      -- Standstill and Corporate Governance Agreement, dated as of
                February 6, 1995 -- Incorporated by reference to Vornado's
                Current Report on Form 8-K dated February 6, 1995 (File
                No. 001-11954), filed February 21, 1995...................
10.25      -- Credit Agreement, dated as of March 15, 1995, among
                Alexander's Inc., as borrower, and Vornado Lending Corp.,
                as lender -- Incorporated by reference from Annual Report
                on Form 10-K for the year ended December 31, 1994 (File
                No. 001-11954), filed March 23, 1995......................
10.26      -- Subordination and Intercreditor Agreement, dated as of March
                15, 1995 among Vornado Lending Corp., Vornado Realty Trust
                and First Fidelity Bank, National Association --
                Incorporated by reference to Vornado's Annual Report on
                Form 10-K for the year ended December 31, 1994 (File No.
                001-11954), filed March 23, 1995..........................
10.27      -- Revolving Credit Agreement dated as of February 27, 1995
                among Vornado Realty Trust, as borrower, and Union Bank of
                Switzerland, as Bank and Administrative Agent -- Incorpo-
                rated by reference to Exhibit 10(F)9 of Vornado's Annual
                Report on Form 10-K for the year ended December 31, 1994
                (File No. 001-11954), filed March 23, 1995................
10.28      -- Form of Intercompany Agreement between Vornado Realty L.P.
                and Vornado Operating, Inc. -- Incorporated by reference
                to Exhibit 10.1 of Amendment No. 1 to Vornado Operating,
                Inc.'s Registration Statement on Form S-11 (File No.
                333-40701), filed on January 23, 1998.....................
10.29      -- Form of Revolving Credit Agreement between Vornado Realty
                L.P. and Vornado Operating, Inc., together with related
                form of Note -- Incorporated by reference to Exhibit 10.2
                of Amendment No. 1 to Vornado Operating, Inc.'s
                Registration Statement on Form S-11 (File No.333-40701)...
10.30      -- Amended and Restated Revolving Credit Agreement, dated as of
                February 23, 1998, between Vornado Realty L.P., as
                Borrower, Vornado Realty Trust, as General Partner and
                Union Bank of Switzerland (New York Branch), as Bank, the
                other banks signatory hereto, each as a bank, Union Bank
                of Switzerland (New York Branch), as Administrative Agent
                and Citicorp Real Estate, Inc., The Chase Manhattan Bank
                and Nationsbank, as Syndication Agents -- Incorporated by 
                reference to Exhibit 10.29 of the 1997 10-K...............
10.31      -- Registration Rights Agreement, dated as of April 15, 1997,
                between Vornado Realty Trust and the holders of Units
                listed on Schedule A thereto -- Incorporated by reference
                to Exhibit 10.2 of Vornado's Current Report on Form 8-K
                (File No. 001-11954), filed on April 30, 1997.............

                                       9
   10

  EXHIBIT
    NO.
  -------
           
10.32      -- Noncompetition Agreement, dated as of April 15, 1997, by and
                among Vornado Realty Trust, the Mendik Company, L.P., and
                Bernard H. Mendik -- Incorporated by reference to Exhibit
                10.3 of Vornado's Current Report on Form 8-K (File No.
                001-11954), filed on April 30, 1997.......................
10.33      -- Employment Agreement, dated as of April 15, 1997, by and
                among Vornado Realty Trust, The Mendik Company, L.P. and
                David R. Greenbaum -- Incorporated by reference to Ex-
                hibit 10.4 of Vornado's Current Report on Form 8-K (File
                No. 001-11954), filed on April 30, 1997...................
10.34      -- Agreement, dated September 28, 1997, between Atlanta Parent
                Incorporated, Portland Parent Incorporated and Crescent
                Real Estate Equities, Limited Partnership -- Incorporated
                by reference to Exhibit 99.6 of Vornado's Current Report
                on Form 8-K (File No. 001-11954), filed on October 8,
                1997......................................................
10.35      -- Contribution Agreement between Vornado Realty Trust, Vornado
                Realty L.P. and The Contributors Signatory -- thereto -- 
                Merchandise Mart Properties, Inc. (DE) and Merchandise Mart 
                Enterprises, Inc. Incorporated by reference to Exhibit 10.34
                to 1997 10-K/A.............................................
10.36      -- Sale Agreement executed November 18, 1997, and effective December
                19, 1997, between MidCity Associates, a New York partnership, as
                Seller, and One Penn Plaza LLC, a New York Limited liability
                company; as purchaser. Incorporated by reference to Exhibit
                10.35 to 1997 10-K/A......................................
12         -- Consolidated Ratios of Earnings to Fixed Charges and Combined
                Fixed Charges and Preferred Share Dividend Requirements
                -- Incorporated by reference to Exhibit No. 12 of the 1997
                10-K......................................................
13         -- Not applicable..............................................
16         -- Not applicable..............................................
18         -- Not applicable..............................................
19         -- Not applicable..............................................
21         -- Subsidiaries of the Registrant -- Incorporated by reference 
              to Exhibit No. 21 of the 1997 10-K..........................
22         -- Not applicable..............................................
23         -- Consent of independent auditors to incorporation by
                reference -- Incorporated by reference to Exhibit No. 23 of 
                the 1997 10-K.............................................
25         -- Not applicable..............................................
27.1       -- Financial Data Schedule -- Incorporated by reference to 
              Exhibit No. 27.1 of the 1997 10-K.............................
27.2       -- Financial Data Schedule -- Incorporated by reference to 
              Exhibit No. 27.2 of the 1997 10-K.............................
27.3       -- Financial Data Schedule -- Incorporated by reference to 
              Exhibit No. 27.3 of the 1997 10-K.............................
29         -- Not applicable..............................................

                                       10
   1
                                   AGREEMENT

          AGREEMENT, dated as of December 11, 1997, by and between VORNADO
REALTY TRUST, a Maryland unincorporated business trust (hereinafter referred to
as "Employer") and IRWIN GOLDBERG, an individual (hereinafter referred to as
"Employee").

          IN CONSIDERATION of the mutual covenants herein contained, and other
good and valuable consideration, the parties hereto agree as follows:

          1. Employment.

          Employer hereby agrees to employ Employee, and Employee agrees to
serve as Vice President-Chief Financial Officer of Employer during the Period
of employment, as defined in Section 2.

          2. Period of Employment.

          The "Period of Employment" shall be the period commencing on January
5, 1998 and, subject to the provisions of this Agreement, ending three years
thereafter on December 31, 2000.

          3. Duties During the Period of Employment.

          Employee shall devote his full business time, attention and best
efforts to the affairs of Employer and its subsidiaries during the Period of
Employment; provided, however, that Employee may engage in other activities,
such as activities involving charitable, educational, religious and similar
types of organizations (all of which are deemed to benefit Employer), speaking
engagements, membership on the board of directors of non-profit organizations,
and similar type activities to the extent that such other activities do not
prohibit the performance of his duties under this Agreement, or inhibit or
conflict in any material way with the business of Employer and its subsidiaries,
and to the extent Employer does not object to such other activities.

                                       1
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     4. Cash Compensation.

     Employer shall pay to Employee during the first year of the Period of 
Employment a salary at an annual rate of $350,000.00, to be paid in equal
biweekly installments. Employer shall pay to Employee during the second year of
the Period of Employment a salary at an annual rate of $350,000.00, increased by
a factor which is equal to 125% of the percentage increase in the Consumer Price
Index (as hereafter defined) during the period from January 1998 through
December 1998, to be paid in equal biweekly installments. Employer shall pay to
Employee during the third year of the Period of Employment a salary at an annual
rate equal to the salary paid Employee during the second year of the Period of
Employment increased by a factor which is equal to 125% of the percentage
increase in the Consumer Price Index during the period from January 1999 through
December 1999, to be paid in equal biweekly installments. For purposes of this
Agreement, the "Consumer Price Index" shall mean the Revised Consumer Price
Index for Urban Wage Earners and Clerical Workers - All Items (CPI-W), Northeast
Region, Class A, on the base 1982-84=100, published by the Bureau of Labor
Statistics of the U.S. Department of Labor.

     5. Stock Options.

     During each year in the Period of Employment, Employer shall use its best
efforts to cause the Compensation Committee of the Board of Directors to grant
to Employee, on the date in January when other Vornado employees are granted
options, options to purchase 60,000

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shares of Employer's common stock during the first year, and 30,000 shares of
Employer's common stock in each of the second and third years, all at a
purchase price equal to the fair market value of the stock on the date the
options are granted. Employer shall take all necessary actions to ensure that
such options qualify, to the extent possible, as "incentive stock options"
within the meaning of Section 422A of the Internal Revenue Code of 1986, as
amended, and successor provisions.

     6. Other Employee Benefits.

     (a) Vacation and Sick Leave.

     Employee shall be entitled to sick leave and paid annual vacation periods
in accordance with Employer's policy, but not less than three weeks yearly.

     (b) Automobile.

     Employer shall provide Employee with the use of an automobile of the same
quality as that provided to other corporate officers of equal or similar
position and pay all expenses incurred by Employee in connection with the use
of the automobile.

     (c) Regular Reimbursed Business Expenses.

     Employer shall reimburse Employee for all expenses and disbursements
reasonably incurred by Employee in the performance of his duties during the
Period of Employment, and such other facilities or services as Employer and
Employee may, from time to time, agree are reimbursable.

     (d) Employee Benefit Plans or Arrangements.

     In addition to the cash compensation provided for in Section 4 hereof,
Employee, subject to meeting eligibility provisions and to the provisions of
this Agreement, shall be entitled to participate in all employee benefits plans
of Employer, as presently in effect or as they may be modified or added to by
Employer from time to time, including, without limitation, plans providing

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retirement benefits, medical insurance, life insurance, disability insurance,
and accidental death or dismemberment insurance.

     7.  Termination

     (a)  Termination by Employer Other Than for Just Cause.

     If Employer should terminate the Period of Employment or not renew this
Agreement at the end of the Period of Employment for other than just cause, as
defined in paragraph (b) of this Section, Employer shall continue to pay to
employee his then-current annual salary, as provided in Section 4, in equal
biweekly installments and continue employees personal fringe benefit coverage
(such as medical and life insurance and employee benefit plans) for a two-year
period after (i) the date of termination, (ii) or the end of the Period of
Employment, whichever is applicable, provided, however, that the amount of
compensation paid to employee hereunder shall be reduced by the amount of any
compensation paid to employee by another employer or earned by the employee by
being self-employed during such two year period.

     (b)  Termination by Employer for Just Cause.

     If Employer should terminate the Period of Employment for just cause,
Employee will be entitled to be paid his annual salary, as provided in Section
4, through the end of the month in which the Period of Employment is terminated.

     For purposes of paragraphs (a) and (b) of this Section, "just cause" shall
mean failure to follow the legitimate directions of Employer; conviction of a
felony; habitual drug or alcohol abuse; absenteeism not related to illness,
sick leave or vacations; dishonesty; or conflicts of interest which are
continued after notice in writing from Employer.

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          (c) Termination by Employee Other Than for Just Cause.

          If Employee should terminate the Period of Employment for other than
just cause, as defined in paragraph (d) of this Section, Employer shall no
longer have any obligations under this Agreement as of the date of termination.

          (d) Termination by Employee for Just Cause.

          If Employee should terminate the Period of Employment for just cause,
Employer shall on the date of termination pay to Employee an amount equal to
the product of employee's annual salary, as provided in Section 4, multiplied
by 2.99. In addition, on the date of termination Employee shall become fully
vested in any stock options granted to Employee by the Board of Directors.

          For purposes of paragraphs (c) and (d) of this Section, "just cause"
shall mean Employer's relocation to a site outside of the New York metropolitan
area; termination of Steven Roth's employment with Employer; Employer's merger
or consolidation with another entity where Employer is not the surviving
entity; a material change in Employee's responsibilities, authority,
compensation, or title; or the acquisition of 40% or more of the voting power
of Employer's stock by persons or entities other than shareholders currently
owning 5% or more of the voting power of Employer's stock, Employer, its
affiliates, employees of Employer or its affiliates, and employee benefit plans
maintained by Employer or its affiliates.

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     8. Non-Competition and Non-Disclosure.

     Without the consent in writing of Employer, (a) during the period from
January 5, 1998 through December 31, 2000, Employee will not engage in any
business otherwise competitive with that of Employer or any of its subsidiaries
in the States of New Jersey, New York, Pennsylvania, Maryland, Massachusetts and
Connecticut; and (b) upon termination of the Period of Employment for any reason
whatsoever. Employee will not for a period of two years thereafter, (i) solicit
or aid in soliciting any employees of Employer or its subsidiaries to leave
their employment, or (ii) copy, remove from Employer or its subsidiaries,
disclose or make any use of, any client list, confidential business information
with respect to clients, material relating to the practices or procedures of
Employer or its subsidiaries, or any other proprietary information. In the event
of a violation of this Section. Employer shall, in addition to any other relief,
be entitled to injunctive relief in any court of competent jurisdiction.

     9. Governing Law.

     This Agreement is governed by and is to be construed and enforced in
accordance with the laws of the State of New Jersey. If under such law any
portion of this Agreement is at any time deemed to be in conflict with any
applicable statute, rule, regulation or ordinance, such portion shall be deemed
to be modified or altered to conform thereto or, if that is not possible, to be
omitted from this Agreement; and the invalidity of any such portion shall not
affect the force, effect and validity of the remaining portion hereof.

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     10. Notices.

     All notices under this Agreement shall be in writing and shall be deemed
effective when delivered in person (in the Employer's case to its Secretary) or
twenty-four (24) hours after deposit thereof in the U.S. mails, postage prepaid,
for delivery as registered or certified mail -- addressed, in the case of
Employee, to him at his residential address, and in the case of Employer, to its
corporate headquarters, attention of the Secretary, or to such other address as
Employee or Employer may designate in writing at any time or from time to time
to the other party. In lieu of notice by deposit in the U.S. mail, a party may
give notice by telegram or telex.

     11. Miscellaneous.

     This Agreement constitutes the entire understanding between Employer and
Employee relating to employment of Employee by Employer and supersedes and
cancels all prior written and oral agreements and understandings with respect to
the subject matter of this Agreement. This Agreement shall be binding upon and
shall inure to the benefit of Employee, his heirs, executors, administrators,
beneficiaries and assigns and to the benefit of Employer and its successors.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the year and day first above written.

                                   VORNADO REALTY TRUST

                                   By: /s/ STEVE ROTH
                                       ------------------------------------ 
                                       Steve Roth
                                       Title: Chairman of the Board
                                              of Directors

                                      /s/ IRWIN GOLDBERG
                                      -------------------------------------
                                      Irwin Goldberg