UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                     FORM 15

   CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
 REPORTS UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                              Commission File Number 001-14525
                                                                     -----------

                            VORNADO OPERATING COMPANY
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             (Exact name of registrant as specified in its charter)

   210 Route 4 East, Paramus, New Jersey 07652           Tel: (201) 587-7721
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          (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                     Common Stock, par value $0.01 per share
                              Stock Purchase Right
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            (Title of each class of securities covered by this Form)

                                      None
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         (Titles of all other classes of securities for which a duty to
               file reports under section 13(a) or 15(d) remains)

         Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

           Rule 12g-4(a)(1)(i)  [_]        Rule 12h-3(b)(1)(i)   [X]
           Rule 12g-4(a)(1)(ii) [_]        Rule 12h-3(b)(1)(ii)  [_]
           Rule 12g-4(a)(2)(i)  [_]        Rule 12h-3(b)(2)(i)   [_]
           Rule 12g-4(a)(2)(ii) [_]        Rule 12h-3(b)(2)(ii)  [_]
                                           Rule 15d-6            [_]

         Approximate number of holders of record as of the certification or
notice     0
       -------

         Pursuant to the requirements of the Securities Exchange Act of 1934
Vornado Operating Company has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

Date:  December 30, 2004               By: /s/Joseph Macnow
       --------------------                -------------------------
                                           Name:  Joseph Macnow
                                           Title: Executive Vice President
                                                  and Chief Financial Officer

Instruction:  this  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.

        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 2069 (09-03)