Interstate Properties, a partnership organized under the laws of New Jersey (“Interstate”), and Steven Roth, Russell B. Wight, Jr. and David Mandelbaum, each of whom are general partners of Interstate (collectively with Interstate, the “Reporting Persons”), hereby amend their Statement on Schedule 13D filed with respect to the common shares of beneficial interest, par value $0.04 per share (the “Shares”), of Vornado Realty Trust, a real estate investment trust formed under the laws of the State of Maryland (the “Company”). This Amendment No. 3 to Schedule 13D of the Reporting Persons (“Amendment No. 3”) amends the Statement on Schedule 13D of the Reporting Persons filed on May 6, 1993 (the “Initial Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D of the Reporting Persons filed on April 22, 1997 (“Amendment No. 1”), as further amended by Amendment No. 2 to Schedule 13D of the Reporting Persons filed on May 30, 2002 (“Amendment No. 2”), only with respect to those items listed below:

                Item 2 (b)-(c) is hereby amended by deleting and restating the second, third, fourth and fifth sentences thereof as follows:

                (b)-(c) Interstate is located at 210 Route 4 East, Paramus, New Jersey 07652. Mr. Roth’s business address is 888 Seventh Avenue, New York, New York 10019. Mr. Roth’s principal occupation is as a Managing General Partner of Interstate, Chairman of the Board of Trustees and Chief Executive Officer of the Company, and Chairman of the Board of Directors and Chief Executive Officer of Alexander’s, Inc. (“Alexander’s”). The Company’s and Alexander’s principal businesses are leasing, managing, developing and redeveloping real estate properties.

                (a)-(b).

               As of the close of business on October 3, 2005, Interstate owned in the aggregate 7,943,000 Shares, which constitutes approximately 5.7% of the outstanding Shares, based on approximately 140,544,021 of such Shares outstanding on September 20, 2005. As general partners of Interstate, Messrs. Roth, Wight and Mandelbaum may be deemed to share the power to vote or to direct the vote or to dispose or to direct the disposition of the 7,943,000 Shares held by Interstate. Subject to the pledge agreement (described in Item 6 of Amendment No.1), as modified as described in Item 6 of Amendment No.2, each partner has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the Shares held by each partner directly or in such partner’s charitable foundation.

               On October 3, 2005, Mr. Roth owned directly 6,632,717 Shares (which includes options currently exercisable or that will be exercisable within 60 days of the date hereof, for 4,778,687 Shares) and had the right to vote and dispose of 20,900 Shares held in a charitable foundation, for an aggregate of 14,596,617 or 10.0% of the outstanding Shares, which amount includes the Shares held by Interstate. On October 3, 2005, Mr. Wight owned directly 443,700 Shares and had the right to vote and dispose of 31,800 Shares held in a charitable foundation, for an aggregate of 8,418,500, or 6.0% of the outstanding Shares, which amount includes the Shares held by Interstate. On October 3, 2005, Mr. Mandelbaum owned 2,818,998 Shares directly, for an aggregate of 10,761,998 Shares, or 7.7% of the outstanding Shares, which amount includes the Shares held by Interstate. While Interstate and its partners may be considered a group, Interstate disclaims any beneficial ownership of the Shares held by its partners individually and each partner disclaims any beneficial ownership of the Shares held individually by the other partners. The aggregate beneficial ownership of Interstate and its three partners is 17,891,115 Shares, or 12.3% of the outstanding Shares.

               (c) During the last 60 days, the following transactions in the Shares were effected by Interstate or any of its three partners: