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 * FASCITELLI MICHAEL D   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 __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 888 SEVENTH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 01/13/2012 (Street) NEW YORK, NY 10019 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 Common Shares 01/13/2012   M   248,704 A $ 41.5241 1,749,320 (1) D   Common Shares 01/13/2012   M   265,061 A $ 41.285 2,014,381 (1) D   Common Shares 01/13/2012   M   249,419 A $ 41.4048 2,263,800 (1) D   Common Shares 01/13/2012   F   575,505 D $ 79.34 1,688,295 (1) D   Common Shares               3,150 I Held by children (2) Common Shares               271,462 (3) I Held by a grantor retained annuity trust Common Shares               105,191 (4) I Held by a LLC (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

$ 41.5241

01/13/2012

M

248,704

01/28/2003

01/28/2012

Common Shares

248,704

$ 0

0

D

Options (Right to Buy)

$ 41.285

01/13/2012

M

265,061

01/28/2003

01/28/2012

Common Shares

265,061

$ 0

0

D

Options (Right to Buy)

$ 41.4048

01/13/2012

M

249,419

01/28/2003

01/28/2012

Common Shares

249,419

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FASCITELLI MICHAEL D 888 SEVENTH AVENUE NEW YORK, NY 10019	X		President & CEO

Signatures

/s/ Steven Santora, Attorney in Fact		01/17/2012
**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)	Of these common shares of beneficial interest, par value $.04 per share (the "Common Shares") of Vornado Realty Trust (the "Company"), 6,847 are subject to restrictions on transfer imposed by Vornado Realty Trust, of which 3,423 expire on March 31, 2012 and 3,424 expire on March 31, 2013.
(2)	The Reporting Person 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.
(3)	Subsequent to his immediately preceding Form 4, the Reporting Person transferred these 271,462 Common Shares to a grantor retained annuity trust.
(4)	Subsequent to his immediately preceding Form 4, the Reporting Person transferred these 105,191 Common Shares to a limited liability company in which he was the sole member and manager. Shortly thereafter, the Reporting Person transferred his interest in such limited liability company to a trust. The Reporting Person's spouse is Investment Adviser and Distribution Adviser to such trust.

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