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 * ROTH STEVEN   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 & CEO (Last) (First) (Middle) 888 SEVENTH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 12/08/2008 (Street) NEW YORK, NY 10019 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) Code V Amount (A) or (D) Price Common Shares 08/11/2008   S V 1,000 D $ 104.76 1,600 I Held by foundation (1) Common Shares 08/12/2008   S V 1,000 D $ 102.56 600 I Held by foundation (1) Common Shares 09/11/2008   G V 10,000 A (7) 10,600 I Held by foundation (1) Common Shares 11/06/2008   S V 3,000 D $ 64.55 7,600 I Held by foundation (1) Common Shares               36,000 I Held by spouse (2) Common Shares               7,443,000 I Held by partnership (3) Common Shares               1,000,000 I Held by grantor retained annuity trusts (4) Common Shares 08/12/2008   G V 9,600 (6) D (6) 1,672,529 (5) D   Common Shares 09/11/2008   G V 10,000 D (7) 1,662,529 (5) D   Common Shares 12/08/2008   M   1,020,468 A $ 32.8893 1,682,997 (5) (8) D   Common Shares 12/08/2008   F   750,603 D $ 61.58 932,394 (5) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

$ 32.8893

12/08/2008

M

1,020,468

02/16/2000

02/16/2009

Common Shares

1,020,468

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROTH STEVEN 888 SEVENTH AVENUE NEW YORK, NY 10019	X		Chairman & CEO

Signatures

/s/ Steven Santora , Attorney in Fact		12/10/2008
**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)	These Common Shares are held by the Daryl and Steven Roth Foundation, a charitable foundation, over which Mr. Roth holds sole voting and investment power. Mr. Roth disclaims any pecuniary interest in these Common Shares.
(2)	These Common Shares are held by Mr. Roth's spouse. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of the Common Shares.
(3)	These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr. Roth is the managing general partner. The filing of this Form 4 shall not be deemed an admission that Mr. Roth is the beneficial owner of these 7,443,000 Common Shares, except to the extent of his pecuniary interest. The decline of 500,000 Common Shares held by Interstate Properties since Mr. Roth's immediately preceding Form 4 filling is attributable to a distribution by the partnership of 500,000 Common Shares with respect to which Mr. Roth holds no pecuniary interest.
(4)	These 1,000,000 Common Shares were previously reported as directly beneficially owned but were contributed to grantor retained annuity trusts on different dates subsequent to the date of filing of Mr. Roth's immediately preceeding Form 4.
(5)	9,240 of these Common Shares were issued as restricted stock and remain unvested under the terms of the Vornado Realty Trust 2002 Omnibus Share plan (the "Plan"), with each original grant vesting in equal portions over a five year period. Of these 9,240 Common Shares, (i) 6,930 Common Shares of restricted stock remain to vest in January of 2009 and (ii) 2,310 Common Shares of restricted stock remain to vest in January of 2010.
(6)	These Common Shares were a gift to Dartmouth College.
(7)	These Common Shares were a gift by Mr. Roth to the Daryl and Steven Roth Foundation, a charitable foundation over which Mr. Roth holds sole voting power and investment power. Mr. Roth disclaims any pecuniary interest in these shares.
(8)	Amount of increase in securities owned is 20,468 due to the transfer of 1,000,000 common shares to grantor retained annuity trusts. See (4) above.

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