Form 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):
May 28, 2003

VORNADO REALTY TRUST
(Exact Name of Registrant as Specified in Charter)

Maryland
(State or Other Jurisdiction
of Incorporation)
No. 001-11954
(Commission
File Number)
No. 22-1657560
(IRS Employer
Identification No.)

888 Seventh Avenue
New York, New York

(Address of Principal Executive Offices)
10019
(Zip Code)

Registrant's telephone number, including area code:  (212) 894-7000

N/A
(Former name or former address, if changed since last report)



Item 5. Other Events and Required FD Disclosure.

            On May 28, 2003, the Board of Trustees of Vornado Realty Trust (the “Company”) approved the filing of a resale shelf registration statement (the “Registration Statement”) with the Securities and Exchange Commission covering the sale by each of: Mr. Robert H. Smith and/or his spouse, and Mr. Robert P. Kogod and/or his spouse, of up to 300,000 common shares, par value $0.04 per share. Mr. Smith and Mr. Kogod agreed that the net proceeds from any such sales will be donated to charitable organizations. The Company anticipates filing the Registration Statement in the near future.

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SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   VORNADO REALTY TRUST
  
   (Registrant)


   By: /s/ Joseph Macnow
     
      Name:
Title:
Joseph Macnow
Executive Vice President- Finance and
Administration and Chief Financial Officer

Date:  June 2, 2003  


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