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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SCHEAR MITCHELL N
   2. Issuer Name and Ticker or Trading Symbol
VORNADO REALTY TRUST [VNO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President - VNO/Smith Division
(Last)
(First)
(Middle)
2345 CRYSTAL DRIVE, SUITE 1000		 3. Date of Earliest Transaction (Month/Day/Year)
05/29/2007
(Street)

ARLINGTON, VA 22202		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(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 Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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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 Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (Right to Buy) (1) (2)               (3) 04/09/2013 Common Shares 114 (4)   8,396 D  
Options (Right to Buy) (1) (5)               (3) 04/09/2013 Common Shares 540 (4)   39,464 D  
Options (Right to buy) (1) (6)               (3) 02/08/2015 Common Shares 276 (4)   20,276 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SCHEAR MITCHELL N
2345 CRYSTAL DRIVE
SUITE 1000
ARLINGTON, VA 22202		       President - VNO/Smith Division  

Signatures

 /s/ Mitchell Schear   05/30/2007
**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) On May 29, 2007, the Compensation Committee of the Board of Trustees of the Issuer approved the calculation of adjustments to the outstanding options issued to the Reporting Person under the Issuer's Omnibus Stock Plans, to reflect the payment of two extraordinary dividends to the Issuer's holders of its Common Shares, one extraordinary dividend of $.77 per Common Share paid December 30, 2005 and the other of $.54 per Common Share paid November 21, 2006 (collectively, the "Adjustment").
(2) As a result of the Adjustment, the exercise price of the outstanding options granted to the Reporting Person was reduced from $36.2249 to $35.7286.
(3) Immediately.
(4) As a result of the Adjustment, this number of additional options was granted to the Reporting Person under this previous award.
(5) As a result of the Adjustment, the exercise price of the outstanding options granted to the Reporting Person was reduced from $36.4600 to $35.9606. X E Display a shorter description
(6) As a result of the Adjustment, the exercise price of the outstanding options granted to the Reporting Person was reduced from $71.275 to $70.2986.

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