Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
KOGOD ROBERT P
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)

2345 CRYSTAL DRIVE, SUITE 1000
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007
(Street)


ARLINGTON, VA 22202
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Shares 01/08/2007   J4 165 A $ 0 783 (1) D  
Common Shares 11/17/2006   J4(2) 3,714 A $ 0 3,714 I Held by corporation (3)
Common Shares 12/22/2006   S4 3,500 D $ 120.75 214 I Held by corporation (3)
Common Shares 12/22/2006   S4 214 D $ 121 0 I Held by corporation (3)
Common Shares 11/17/2006   J4(2) 2,213 A $ 0 2,213 I Held by corporation (4)
Common Shares 12/22/2006   S4 200 D $ 121.07 2,013 I Held by corporation (4)
Common Shares 12/22/2006   S4 1,263 D $ 121.16 750 I Held by corporation (4)
Common Shares 01/08/2007   J4(5) 750 D $ 0 0 I Held by corporation (4) (5)
Common Shares 11/17/2006   J4(2) 3 A $ 0 3 I Held by corporation (6)
Common Shares 12/22/2006   S4 3 D $ 121.25 0 I Held by corporation (6)
Common Shares     3         I Held by Spouse (12)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Units   11/17/2006   J4 (2)   3,714   (8)   (8) Common Shares
3,714
(7) 0
I
Held by corporation (3)
Class A Units   11/17/2006   J4 (2)   2,213   (8)   (8) Common Shares
2,213
(7) 0
I
Held by corporation (4)
Class A Units   11/17/2006   J4 (2)   3   (8)   (8) Common Shares
3
(7) 0
I
Held by corporation (6)
Class A Units               (8)   (8) Common Shares
895,834
  895,834
D
 
Class A Units               (8)   (8) Common Shares
34,717
  34,717
I
Held by L.P. (9)
Class A Units               (8)   (8) Common Shares
190,487
  190,487
I
Held by LLC (10)
Class A Units               (8)   (8) Common Shares
772,141
  772,141
I
Held by LLC (11)
Class A Units               (8)   (8) Common Shares
130,952
  130,952
I
Held by Spouse (12)
Class A Units               (8)   (8) Common Shares
97,904
  97,904
I
Held by Trust (13)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KOGOD ROBERT P
2345 CRYSTAL DRIVE
SUITE 1000
ARLINGTON, VA 22202
  X      

Signatures

/s/ Robert P. Kogod 02/14/2008
**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) The 165 common shares of beneficial interest ("Common Shares") of Vornado Realty Trust ("VNO") were pro rata distributed to Mr. Kogod by Gateway III Inc. in the distribution described in footnote 5 to this Form 5. The aggregate amount of Common Shares owned directly by Mr. Kogod as of the date hereof also reflects 26 Common Shares that were withheld to pay withholding taxes in connection with Common Shares that vested on January 22, 2008 (as reported in Mr. Kogod's Form 4 filed on 1/24/2008). Therefore, as of the date hereof, Mr. Kogod directly beneficially owns 783 Common Shares.
(2) Common Shares were issued upon the redemption and tender of Class A units ("Class A Units") of Vornado Realty L.P. on a one for one basis.
(3) These securities are held by CESC Downtown Member, Inc., of which Mr. Kogod is a shareholder. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest.
(4) These securities are held by Gateway III Inc., of which Mr. Kogod is a shareholder. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest.
(5) On 1/8/2007, Gateway III Inc. distributed these 750 Common Shares pro rata to its shareholders, of which Mr. Kogod received 165 Common Shares. See footnote 1 to this Form 5.
(6) These securities are held by Park Four, Inc., of which Mr. Kogod is a shareholder. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest.
(7) Class A Units may be redeemed in whole or in part for cash equal to the fair market value, at the time of redemption, of one Common Share for each Class A Unit redeemed or, at the option of VNO, one such Common Share for each Class A Unit tendered for redemption.
(8) All Class A Units are immediately redeemable (subject to certain limitations set forth in the partnership agreement). Class A Units have no expiration date.
(9) These securities are held by 1730 M Street Associates L.P., of which Mr. Kogod is a partner. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(10) These securities are held by RAK-II LLC, of which Mr. Kogod is a member. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(11) These securities are held by RAK-I LLC, of which Mr. Kogod is a member. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
(12) Mr. Kogod disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for the purpose of Section 16 or any other purpose.
(13) Mr. Kogod's interest in these Class A Units is held by Kogod Family Holding Group. Mr. Kogod disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

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