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 * MANDELBAUM DAVID   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 888 SEVENTH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 12/20/2004 (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 09/14/2004   J(1) V 1,000,000 D $ 0 1,818,998 (2) D   Common Shares 09/14/2004   J V 1,000,000 A $ 0 1,000,000 I Held by LP Common Shares 09/27/2004   J(1) V 1,800,000 D $ 0 18,998 D   Common Shares 09/27/2004   J V 1,800,000 A $ 0 2,800,000 I Held by LP Common Shares 12/20/2004   J(3)   2,800,000 D $ 0 2,800,000 I LP interest held by spouse Common Shares 12/20/2004   J   0 A $ 0 7,943,000 I Held by General Partnership (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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MANDELBAUM DAVID 888 SEVENTH AVENUE NEW YORK, NY 10019	X

Signatures

/s/ David Mandelbaum		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)	Mr. Mandelbaum transferred these Common Shares from his direct individual ownership to the Mandelbaum Family Holdings, LP, in which Mr. Mandelbaum is both the one hundred percent holder of the 1% general partner interest and the one hundred percent holder of the 99% limited partner interest. Mr. Mandelbaum is retaining 100% beneficial ownership of the Common Shares.
(2)	Number of Shares benefically owned as of December 20, 2004.
(3)	Mr. Mandelbaum has assigned the 99% limited partner interest in the Mandelbaum Family Holding, LP to his wife Mrs. Karen Mandelbaum. Mr. Mandelbaum still retains a one hundred percent interest in the 1% general partner interest in the Mandelbaum Family Holdings, LP.
(4)	These Common Shares are held by Interstate Properties, a New Jersey general partnership of which Mr.Mandelbaum is a general partner. The filing of this Form 4 shall not be deemed an admission that Mr.Mandelbaum is the beneficial owner of these 7,943,000 Common Shares, except to the extent of his pecuniary interest therein.
Remarks: This Form 4 is being filed to show the assignment of the limited partnership interest in Mandelbaum Family Holdings, LP from Mr. Mandelbaum to his spouse.

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