VORNADO REALTY TRUST — Director's Dealing 2011

Mar 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VORNADO REALTY TRUST (VNO)
CIK: 0000899689
Period of Report: 2011-02-28

Reporting Person: DeMarco Michael J. (EVP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-28	Restricted Units	$	A	1363	Acquired		Common Shares (1363)	Direct
2011-02-28	Options (Right to Buy)	$91.695	A	5678	Acquired	2021-02-27	Common Shares (5678)	Direct

Footnotes

F1: On February 28, 2011, the reporting person received a grant of restricted units (the "Restricted Units") of Vornado Realty L.P. (the "Operating Partnership"), the operating partnership of the Company. The Restricted Units are a class of units of the Operating Partnership that following the occurrence of certain events and upon vesting are convertible by the holder into an equivalent number of Class A Units of the Operating Partnership ("Class A Units"). Class A Units of the Operating Partnership are redeemable by the holder for cash or, at the Company's election, Common Shares of the Company on a one-for-one basis or the cash value of such shares.

F2: The Restricted Units vest in equal portions over a four-year period with the initial vesting occurring on February 27, 2012.

F3: These options vest ratably over a four-year period with the first vesting occurring on February 27, 2012.