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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(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)
Chairman - Smith Division
(Last)
(First)
(Middle)
2345 CRYSTAL DR, SUITE 1100		 3. Date of Earliest Transaction (Month/Day/Year)
11/17/2004
(Street)

ARLINGTON, VA 22202		 4. If Amendment, Date Original Filed(Month/Day/Year)
11/19/2004		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(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)
Code V Amount (A) or (D) Price
Common Shares 11/17/2004   M   36,583 A $ 41.8874 58,764 (1) (2) D  
Common Shares 11/17/2004   M   30,715 A $ 42.009 89,479 (1) (2) D  
Common Shares 11/17/2004   S   67,298 D $ 0 (5) 22,181 (1) (2) D  
Common Shares 11/17/2004   J   0 A $ 0 3,409 (1) (3) I Held By LLC (4)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to Buy) $ 41.8874 11/17/2004   M     36,583 01/28/2002 01/28/2012 Common Shares 36,583 $ 41.8874 2,387 D  
Options (Right to Buy) $ 42.009 11/17/2004   M   30,715   01/28/2002 01/28/2012 Common Shares 30,715 $ 42.009 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SMITH ROBERT H
2345 CRYSTAL DR
SUITE 1100
ARLINGTON, VA 22202		   X     Chairman - Smith Division  

Signatures

 ?s/ Robert H. Smith   12/22/2004
**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) Number of Common Shares beneficially owned as of November 17, 2004.
(2) Includes 5,681 Common Shares received after the conversion of Class A Units received pursuant to a certain contribution agreement among Vornado Realty L.P. ("VRLP"), Vornado Realty Trust, the general partner of VRLP ("VNO"), CESC 2101 L Street L.L.C., 1100 21st Street Associates Limited Partnership, Mr. Smith and Mr. Ralph S. Dweck. Holders of the Class A Units of VRLP had the right to have their Class A Units of VRLP received under the Contribution Agreement to be redeemed in whole or in part by VRLP for cash equal to their fair market value, at the time of redemption, or at the option of VNO, which option was utilized, one Common Share of VNO for each Class A Unit tendered for redemption.
(3) These 3,409 Common Shares were issued to RCS-II LLC, a limited liability company in which Mr. Smith has an interest, pursuant to the Contribution Agreement under the same terms and conditions as described in footnote 2 herein.
(4) Mr. Smith disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest.
(5) Common Shares of 67,298 were sold on November 17, 2004 in the following lots and prices: 13,200 at $70.50; 1,800 at $70.59; 17,100 at $70.60; 20,000 at $70.61; 5,300 at $70.65; 300 at $70.66; 1,000 at $71.00; 300 at $71.03; 1,700 at $71.04; 1,300 at $71.05; 200 at $71.06; 100 at $71.06; 100 at $71.07; 2,500 at $71.13; 1,200 at $71.26; 200 at $71.31; 200 at $71.47 and 898 at $71.51.
 
Remarks:
The Form 4 filed on November 17, 2004 is amended to reflect additional direct and indirect beneficial ownership by Mr. Smith of certain Common Shares of Vornado Realty Trust not originally reflected in column 5 of Table I on the Form 4 filed on November 17, 2004.

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