Item 3.02.  Unregistered Sales of Equity Securities.

On August 5, 2011, Vornado Realty Trust (the “General Partner”) issued and sold 1,000,000 of its 6.875% Series J Cumulative Redeemable Preferred Shares, liquidation preference $25.00 per share (“Series J Preferred Shares”), at $25.00 per share, plus accrued dividends from July 1, 2011, in a public offering pursuant to an effective registration statement.  The General Partner has contributed the entire net proceeds from the public offering of the 1,000,000 Series J Preferred Shares to the Company in exchange for the same number of 6.875% Series J Preferred Units, liquidation preference $25.00 per unit (“Series J Preferred Units”) of the Company (with economic terms that mirror the terms of the Series J Preferred Shares).  The issuance and sale of the Series J Preferred Units to the General Partner is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

The Company’s Series J Preferred Units rank, as to distributions and upon liquidation, senior to the Class A Common Units of limited partnership interest in the Company and on parity with other preferred units in the Company, as set forth in the Forty-Third Amendment to the Company’s limited partnership agreement attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2011 and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.