Edgar Filing: SMITH ROBERT H

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SMITH ROBERT H

2. Issuer Name and Ticker or Trading Symbol
VORNADO REALTY TRUST [VNO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President - Smith Division

(Last)

(First)

(Middle)

2345 CRYSTAL DRIVE, SUITE 1000

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2005

(Street)

ARLINGTON, VA 22202

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares ⁽¹⁵⁾	03/15/2005		C		1,052,251	A	⁽¹⁾	0 ⁽¹⁶⁾	I	By Corporation ⁽¹⁷⁾
Common Shares ⁽¹⁵⁾	04/29/2005		S		100,000	D	$ 76.1123	163,063	I	By Spouse ⁽⁸⁾
Common Shares ⁽¹⁵⁾	05/02/2005		S		163,063	D	$ 76.8048	0	I	By Spouse ⁽⁸⁾
Common Shares ⁽¹⁵⁾	04/29/2005		C		24,367	A	⁽¹⁾	24,367	I	By LLC ⁽⁸⁾
Common Shares ⁽¹⁵⁾	04/29/2005		S		24,367	D	$ 76.5665	0	I	By LLC ⁽⁸⁾
Common Shares ⁽¹⁵⁾								282,812	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Units

⁽¹⁾

03/15/2005

1,052,251

⁽²⁾

Common Shares

1,052,251

⁽³⁾

By Corporation ⁽⁴⁾

Class A Units

⁽¹⁾

03/15/2005

24,367

⁽²⁾

Common Shares

24,367

⁽³⁾

By LLC ⁽⁵⁾

Class A Units

⁽¹⁾

⁽²⁾

Common Shares

785,451

Class A Units

⁽¹⁾

⁽²⁾

Common Shares

204,989

By LLC ⁽⁶⁾

Class A Units

⁽¹⁾

⁽²⁾

Common Shares

1,032,311

Bt LLC ⁽⁷⁾

Class A Units

⁽¹⁾

⁽²⁾

Common Shares

205,344

By Spouse ⁽⁸⁾

Class A Units

⁽¹⁾

⁽²⁾

Common Shares

5,330

By Spouse ⁽⁹⁾

Class A Units

⁽¹⁾

⁽²⁾

Common Shares

115,039

By Spouse ⁽¹⁰⁾

Class A Units

⁽¹⁾

⁽²⁾

Common Shares

34,717

By LP ⁽¹¹⁾

Class A Units

⁽¹⁾

⁽²⁾

Common Shares

3,714

By Corporation ⁽¹²⁾

Class A Units

⁽¹⁾

⁽²⁾

Common Shares

2,213

By Corporation ⁽¹³⁾

Class A Units

⁽¹⁾

⁽²⁾

Common Shares

By Corporation ⁽¹⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SMITH ROBERT H 2345 CRYSTAL DRIVE SUITE 1000 ARLINGTON, VA 22202	X		President - Smith Division

Signatures

/s/ Robert H. Smith		05/03/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Holders of Class A units ("Class A Units") of Vornado Realty L.P. ("VRLP") have the right to have their Class A Units redeemed in whole or in part by VRLP for cash equal to the fair market value, at the time of redemption, of one Common Share of Vornado Realty Trust ("Vornado") for each Class A Unit redeemed or, at the option of Vornado, one Common Share of Vornado for each Class A Unit tendered for redemption.
(2)	These Class A Units (which were issued on 1/1/02) are immediately redeemable. Class A Units have no expiration date.
(3)	Received as the consideration due in exchange for Class A units of limited partnership of Charles E. Smith Commercial Realty L.P. ("CESCR") in connection with the merger of CESCR with and into VRLP.
(4)	Mr. Smith's interest in these Class A Units is held by Charles E. Smith Management, Inc. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(5)	Mr. Smith's interest in these Class A Units is held by Charles E. Smith Commercial Realty L.L.C. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(6)	Mr. Smith's interest in these Class A Units is held by RCS-II LLC. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(7)	Mr. Smith's interest in these Class A Units is held by RCS-I LLC. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(8)	Mr. Smith disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or any other purpose.
(9)	These Class A Units are held by Mr. Smith's spouse through MC Associates. Mr. Smith disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or any other purpose.
(10)	These Class A Units are held by Mr. Smith's spouse through MC II Associates. Mr. Smith disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or any other purpose.
(11)	Mr. Smith's interest in these Class A Units is held by 1730 M Street Associates Limited Partnership. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(12)	Mr. Smith's interest in these Class A Units is held by CESC Downtown Member, Inc. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(13)	Mr. Smith's interest in these Class A Units is held by Gateway III Inc. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(14)	Mr. Smith's interest in thes Class A Units is held by Park Four, Inc. Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(15)	Common Shares of beneficial intrerest ("Common Shares") of Vornado Realty Trust.
(16)	Charles E. Smith Management, Inc. distributed the 1,052,251 Common Shares it received upon the redemption of 1,052,251 Class A Units equally to all of its shareholders. Mr. Smith received 263,062 shares and Mrs. Smith received 263,063 shares as a result of the distribution.
(17)	Mr. Smith's interest was held through Charles E. Smith Management, Inc.

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