<PAGE> 1

   As filed with the Securities and Exchange Commission on July 30, 1996
                                                 Registration No. 333-_____


                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                  FORM S-8

                           REGISTRATION STATEMENT
                                    AND
                     POST-EFFECTIVE AMENDMENT NO. 1 TO
                    REGISTRATION STATEMENT NO. 33-62344
                                   UNDER
                         THE SECURITIES ACT OF 1933
                               ______________

                            VORNADO REALTY TRUST
           (Exact Name of Registrant as Specified in Its Charter)

           Maryland                                     22-1657560
(State or Other Jurisdiction of            (IRS Employer Identification Number)
 Incorporation or Organization)

Park 80 West, Plaza II, Saddle Brook, New Jersey             07663
    (Address of Principal Executive Offices)               (Zip Code)

                Vornado Realty Trust 1993 Omnibus Share Plan
                          (Full Title of the Plan)

                               Joseph Macnow
                            Vornado Realty Trust
           Park 80 West, Plaza II, Saddle Brook, New Jersey 07663
                  (Name and Address of Agent for Service)

                               (201) 587-1000
       (Telephone Number, Including Area Code, of Agent for Service)

                                 Copies to:
                         Patricia A. Ceruzzi, Esq.
                         Janet T. Geldzahler, Esq.
                            Sullivan & Cromwell
                              125 Broad Street
                          New York, New York 10004

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                Number of
                                                 Shares          Proposed Maximum           Proposed            Amount of
                                                  to be         Offering Price per     Maximum Aggregate      Registration
    Title of Securities to be Registered       Registered           Share<F1>          Offering Price<F1>          Fee
  <S>                                        <C>               <C>                    <C>                    <C>

  Common Shares of Beneficial Interest
   (par value $.04 per share) . . . . . .       1,500,000             $41.50              $62,250,000        $21,465.52<F2>

<FN>
<F1>  Estimated solely for the purpose of calculating the registration fee. 
      Such estimate has been computed in accordance with Rule 457(h) based
      upon the average of the high and low price of the Common Shares of
      Beneficial Interest of Vornado Realty Trust as reported on the New
      York Stock Exchange on July 25, 1996.
<F2>  Calculated pursuant to Rule 457(h) in respect of the 1,500,000 shares
      of previously unregistered Common Shares of Beneficial Interest
      registered hereby.  An additional filing fee of $21,743.79 was
<PAGE>
      previously paid for 1,704,873 shares of unsold Common Shares of
      Beneficial Interest registered under Registration Statement No. 33-
      62344.
</FN>
</TABLE>

      Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement includes a prospectus which may relate to securities
registered under Registration Statement No. 33-62344. This Registration
Statement, which is a new registration statement, also constitutes a Post-
Effective Amendment to Registration Statement No. 33-62344.
<PAGE>
<PAGE> I-1

                                   PART I

                   INFORMATION REQUIRED IN THE PROSPECTUS


Item 1.     Plan Information.

            Omitted pursuant to the instructions and provisions of Form S-8.


Item 2.     Registrant Information and Employee Plan
            Annual Information.

            Omitted pursuant to the instructions and provisions of Form S-8.

<PAGE>
<PAGE> II-1

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference.

            The following documents filed by Vornado Realty Trust (the
"Company") with the Securities and Exchange Commission (the "SEC") are
incorporated herein by reference:

            (a)   The Company's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995; and

            (b)   The Company's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 1996.

            All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.


Item 4.     Description of Securities.

            The following description of the Company's Common Shares of
Beneficial Interest ("Common Shares") does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the more
complete description thereof set forth in the following documents: (i) the
Company's Amended and Restated Declaration of Trust (the "Declaration of
Trust"); and (ii) its Bylaws, which documents are exhibits to this
Registration Statement.

            For the Company to qualify as a Real Estate Investment Trust
("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"),
not more than 50% of the value of the outstanding stock may be owned,
directly or indirectly, by five or fewer individuals (as defined in the
Code to include certain entities) during the last half of a taxable year
and the stock must be beneficially owned by 100 or more persons during at
least 335 days of a taxable year of 12 months (or during a proportionate
part of a shorter taxable year). Accordingly, the Declaration of Trust
contains provisions that restrict the ownership and transfer of shares of
beneficial interest.

            The Declaration of Trust authorizes the issuance of up to
102,000,000 shares, consisting of 50,000,000 common shares of beneficial
interest, $.04 par value per share ("Common Shares"), 1,000,000 preferred
shares of beneficial interest, no par value per share ("Preferred Shares"),
and 51,000,000 excess shares of beneficial interest, $.04 par value per
share ("Excess Shares").

            As permitted by Maryland law, the Declaration of Trust
authorizes the Board of Trustees, without any action by the shareholders of
the Company, to amend the Company's Declaration of Trust from time to time
to increase or decrease the aggregate number of shares of beneficial
interest or the number of shares of beneficial interest of any class that
the Company is authorized to issue.  The effect 

<PAGE>
<PAGE> II-2

of this provision in the Company's Declaration of Trust is to permit the
Board of Trustees, without shareholder action, to increase or decrease (a)
the total number of authorized shares of beneficial interest of the Company
and/or (b) the number of authorized shares of beneficial interest of any
one or more classes.  Maryland law permits a REIT to have shares of
beneficial interest that are assigned to a particular class as well as
shares that are not assigned to a particular class but are available to be
classified by the board of trustees at a later time.  Thus, the total
number of authorized shares of beneficial interest may exceed the total
number of authorized shares of all classes.  Currently, all of the
authorized shares of beneficial interest of the Company are assigned to one
of three classes set forth above.

Description Of Common Shares

            As of July 9, 1996, 24,334,796 Common Shares were issued and
outstanding and no Preferred Shares or Excess Shares are issued and
outstanding. The Common Shares of the Company are listed on the New York
Stock Exchange under the symbol "VNO".

            The holders of Common Shares are entitled to receive dividends
when, if and as declared by the Board of Trustees of the Company out of
assets legally available therefor, provided that if any Preferred Shares
are at the time outstanding, the payment of dividends on Common Shares or
other distributions (including purchases of Common Shares) may be subject
to the declaration and payment of full cumulative dividends, and in the
absence of arrearages in any mandatory sinking fund, on outstanding
Preferred Shares.

            The holders of Common Shares are entitled to one vote for each
share on all matters voted on by shareholders, including elections of
trustees. There is no cumulative voting in the election of trustees, which
means that the holders of a majority of the outstanding Common Shares can
elect all of the trustees then standing for election. The holders of Common
Shares do not have any conversion, redemption or preemptive rights to
subscribe to any securities of the Company. In the event of the
dissolution, liquidation or winding up, holders of Common Shares are
entitled to share ratably in any assets remaining after the satisfaction in
full of the prior rights of creditors, including holders of the Company's
indebtedness, and the aggregate liquidation preference of any Preferred
Shares then outstanding.

            The Common Shares have equal dividend, distribution,
liquidation and other rights, and shall have no preference, appraisal or
exchange rights. All outstanding shares of Common Shares are fully paid and
non-assessable.

            The transfer agent for the Common Shares is First Union
National Bank of North Carolina, Charlotte, North Carolina.

      Restrictions on Ownership

            The Declaration of Trust contains a number of provisions which
restrict the ownership and transfer of shares and which are designed to
safeguard the Company against an inadvertent loss of its REIT status. In
order to prevent any Company shareholder from owning shares in an amount
which would cause more than 50% in value of the outstanding shares of the
Company to be owned by five or fewer individuals, the Declaration of Trust
contains a limitation that restricts, with certain exceptions, shareholders
from owning, under the applicable attribution rules of the Code, more than
2.0% of the outstanding Common Shares (the "Common Shares Beneficial
Ownership Limit"). The shareholders who owned, under the applicable
attribution rules of the Code, more than 2.0% of the Common Shares
immediately after the merger of Vornado, Inc. into the Company in May 1993
(the "Merger") may continue to do so and may acquire additional Common
Shares through stock option and similar plans or from other shareholders
who owned, under the applicable attribution rules of the Code, more than
2.0% of the Common Shares immediately after the Merger, subject to the
restriction that Common Shares cannot be transferred if, as a result, more
than 50% in value of the outstanding shares of the Company would be owned
by five or fewer individuals. While such shareholders are not generally
permitted to acquire 
<PAGE>
<PAGE> II-3

additional Common Shares from any other source, such shareholders may
acquire additional Common Shares from any source in the event that
additional Common Shares are issued by the Company, up to the percentage
held by them immediately prior to such issuance.

            Shareholders should be aware that events other than a purchase
or other transfer of Common Shares can result in ownership, under the
applicable attribution rules of the Code, of Common Shares in excess of the
Common Shares Beneficial Ownership Limit. For instance, if two
shareholders, each of whom owns, under the applicable attribution rules of
the Code, 1.5% of the outstanding Common Shares, were to marry, then after
their marriage both shareholders would own, under the applicable
attribution rules of the Code, 3.0% of the outstanding Common Shares, which
is in excess of the Common Shares Beneficial Ownership Limit. Similarly, if
a shareholder who owns, under the applicable attribution rules of the Code,
1.9% of the outstanding Common Shares were to purchase a 50% interest in a
corporation which owns 1.8% of the outstanding Common Shares, then the
shareholder would own, under the applicable attribution rules of the Code,
2.8% of the outstanding Common Shares. Shareholders are urged to consult
their own tax advisers concerning the application of the attribution rules
of the Code in their particular circumstances.

            Under the Code, rental income received by a REIT from persons
in which the REIT is treated, under the applicable attribution rules of the
Code, as owning a 10% or greater interest does not constitute qualifying
income for purposes of the income requirements that REITs must satisfy. For
these purposes, a REIT is treated as owning any stock owned, under the
applicable attribution rules of the Code, by a person that owns 10% or more
of the value of the outstanding shares of the REIT. Therefore, in order to
ensure that rental income of the Company will not be treated as
nonqualifying income under the rule described above, and thus to ensure
that there will not be an inadvertent loss of REIT status as a result of
the ownership of shares of a tenant, or a person that holds an interest in
a tenant, the Declaration of Trust also contains an ownership limit that
restricts, with certain exceptions, shareholders from owning, under the
applicable attribution rules of the Code (which are different from those
applicable with respect to the Common Shares Beneficial Ownership Limit),
more than 9.9% of the outstanding shares of any class (the "Constructive
Ownership Limit"). The shareholders who owned, under the applicable
attribution rules of the Code, shares in excess of the Constructive
Ownership Limit immediately after the Merger generally are not subject to
the Constructive Ownership Limit. Subject to an exception for tenants and
subtenants from whom the REIT receives, directly or indirectly, rental
income that is not in excess of a specified threshold, the Declaration of
Trust also contains restrictions that are designed to ensure that the
shareholders who owned, under the applicable attribution rules of the Code,
shares in excess of the Constructive Ownership Limit immediately after the
Merger will not, in the aggregate, own an interest in a tenant or subtenant
of the REIT of sufficient magnitude to cause rental income received,
directly or indirectly, by the REIT from such tenant or subtenant to be
treated as nonqualifying income for purposes of the income requirements
that REITs must satisfy.

            Shareholders should be aware that events other than a purchase
or other transfer of shares can result in ownership, under the applicable
attribution rules of the Code, of shares in excess of the Constructive
Ownership Limit. As the attribution rules that apply with respect to the
Constructive Ownership Limit differ from those that apply with respect to
the Common Shares Beneficial Ownership Limit, the events other than a
purchase or other transfer of shares which can result in share ownership in
excess of the Constructive Ownership Limit can differ from those which can
result in share ownership in excess of the Common Shares Beneficial
Ownership Limit. Shareholders are urged to consult their own tax advisers
concerning the application of the attribution rules of the Code in their
particular circumstances.

            The Declaration of Trust provides that a transfer of Common
Shares that would otherwise result in ownership, under the applicable
attribution rules of the Code, of Common Shares in excess of the Common
Shares Beneficial Ownership Limit or the Constructive Ownership Limit, or
which would cause the shares of beneficial interest of the Company to be
beneficially owned by fewer than 100 persons, will be null and void and the
<PAGE>
purported transferee will acquire no rights or economic interest in such
Common Shares. In addition, Common Shares that would otherwise be owned,
under the applicable attribution rules 

<PAGE>
<PAGE> II-4

of the Code, in excess of the Common Shares Beneficial Ownership Limit or
the Constructive Ownership Limit will be automatically exchanged for Excess
Shares that will be transferred, by operation of law, to the Company as
trustee of a trust for the exclusive benefit of a beneficiary designated by
the purported transferee or purported holder. While so held in trust,
Excess Shares are not entitled to vote and are not entitled to participate
in any dividends or distributions made by the Company. Any dividends or
distributions received by the purported transferee or other purported
holder of such Excess Shares prior to the discovery by the Company of the
automatic exchange for Excess Shares shall be repaid to the Company upon
demand.

            If the purported transferee or purported holder elects to
designate a beneficiary of an interest in the trust with respect to such
Excess Shares, only a person whose ownership of the shares will not violate
the Common Shares Beneficial Ownership Limit or the Constructive Ownership
Limit may be designated, at which time the Excess Shares will be
automatically exchanged for Common Shares. The Declaration of Trust
contains provisions designed to ensure that the purported transferee or
other purported holder of the Excess Shares may not receive in return for
such a transfer an amount that reflects any appreciation in the Common
Shares for which such Excess Shares were exchanged during the period that
such Excess Shares were outstanding but will bear the burden of any decline
in value during such period. Any amount received by a purported transferee
or other purported holder for designating a beneficiary in excess of the
amount permitted to be received must be turned over to the Company. The
Declaration of Trust provides that the Company may purchase any Excess
Shares that have been automatically exchanged for Common Shares as a result
of a purported transfer or other event. The price at which the Company may
purchase such Excess Shares shall be equal to the lesser of (i) in the case
of Excess Shares resulting from a purported transfer for value, the price
per share in the purported transfer that resulted in the automatic exchange
for Excess Shares or, in the case of Excess Shares resulting from some
other event, the market price of the Common Shares exchanged on the date of
the automatic exchange for Excess Shares and (ii) the market price of the
Common Shares exchanged for such Excess Shares on the date that the Company
accepts the deemed offer to sell such Excess Shares. The Company's purchase
right with respect to Excess Shares shall exist for 90 days, beginning on
the date that the automatic exchange for Excess Shares occurred or, if the
Company did not receive a notice concerning the purported transfer that
resulted in the automatic exchange for Excess Shares, the date that the
Board of Trustees determines in good faith that an exchange for Excess
Shares has occurred.

            The Board of Trustees of the Company may exempt certain persons
from the Common Shares Beneficial Ownership Limit or the Constructive
Ownership Limit, including the limitations applicable to holders who owned
in excess of 2.0% of the Common Shares immediately after the Merger, if
evidence satisfactory to the Board of Trustees is presented showing that
such exemption will not jeopardize the Company's status as a REIT under the
Code. As a condition of such exemption, the Board of Trustees may require a
ruling from the Internal Revenue Service and/or an opinion of counsel
satisfactory to it and/or representations and undertakings from the
applicant with respect to preserving the REIT status of the Company.

            The foregoing restrictions on transferability and ownership
will not apply if the Board of Trustees determines that it is no longer in
the best interests of the Company to attempt to qualify, or to continue to
qualify, as a REIT.

            All persons who own, directly or by virtue of the applicable
attribution rules of the Code, more than 2% of the outstanding Common
Shares must give a written notice to the Company containing the information
specified in the Declaration of Trust by January 31 of each year. In
addition, each shareholder shall upon demand be required to disclose to the
Company such information as the Company may request, in good faith, in
order to determine the Company's status as a REIT or to comply with
Treasury Regulations promulgated under the REIT provisions of the Code.

<PAGE>
<PAGE> II-5

            The ownership restrictions described above may have the effect
of precluding acquisition of control of the Company unless the Board of
Trustees determines that maintenance of REIT status is no longer in the
best interests of the Company.


Item 5.     Interests of Named Experts and Counsel.

            None.


Item 6.     Indemnification of Directors and Officers.

            Under Maryland law, a real estate investment trust formed in
Maryland is permitted to eliminate, by provision in its declaration of
trust, the liability of its trustees and officers to the trust and its
shareholders for money damages except for liability resulting from (i)
actual receipt of an improper benefit or profit in money, property or
services or (ii) active and deliberate dishonesty established by a final
judgment as being material to the cause of action. The Company's
Declaration of Trust includes such a provision eliminating such liability
to the maximum extent permitted by Maryland law.

            The Company's Bylaws require it to indemnify (a) any present or
former trustee or officer who has been successful, on the merits or
otherwise, in the defense of a proceeding to which he was made a party by
reason of such status, against reasonable expenses incurred by him in
connection with the proceeding, (b) any trustee or officer who, at the
request of the Company, serves or has served another trust, corporation or
other entity as a director, officer, partner, or trustee and (c) any
present or former trustee or officer against any claim or liability to
which he may become subject by reason of such status unless it is
established that (i) his act or omission was material to the matter giving
rise to the proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty, (ii) he actually received an improper
personal benefit in money, property or services or (iii) in the case of a
criminal proceeding, he had reasonable cause to believe that his act or
omission was unlawful. In addition, the Company's Bylaws require it to pay
or reimburse, in advance of final disposition of a proceeding, reasonable
expenses incurred by a present or former trustee or officer made a party to
a proceeding by reason of such status provided that the Company shall have
received (i) a written affirmation by the trustee or officer of his good
faith belief that he has met the applicable standard of conduct necessary
for indemnification by the Company as authorized by the Bylaws and (ii) a
written undertaking by or on his behalf to repay the amount paid or
reimbursed by the Company if it shall ultimately be determined that the
applicable standard of conduct was not met. The Company's Bylaws also
(i) permit the Company to provide indemnification and payment or
reimbursement of expenses to a present or former trustee or officer who
served a predecessor of the Company in such capacity and to any employee or
agent of the Company or a predecessor of the Company, (ii) provide that any
indemnification or payment or reimbursement of the expenses permitted by
the Bylaws shall be furnished in accordance with the procedures provided
for indemnification or payment or reimbursement of expenses, as the case
may be, under Section 2-418 of the Maryland General Corporation Law (the
"MGCL") for directors of Maryland corporations and (iii) permit the Company
to provide such other and further indemnification or payment or
reimbursement of expenses as may be permitted by the MGCL, as in effect
from time to time, for directors of Maryland corporations. Insofar as
indemnification for liabilities arising under the Securities Act of 1933
(the "Act") may be permitted to trustees and officers of the Company
pursuant to the foregoing provisions or otherwise, the Company has been
advised that, although the validity and scope of the governing statute has
not been tested in court, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In addition, indemnification may be limited by
state securities laws.

<PAGE>
<PAGE> II-6

Item 7.     Exemption from Registration Claimed.

            Not applicable.


Item 8.     Exhibits.

      Exhibit
      Number            Description

      3.1   Amended and Restated Declaration of Trust of the Company, as
            amended May 23, 1996

      3.2   By-laws of the Company (incorporated by reference to the
            Company's Annual Report on Form 10-K for the year ended
            December 31, 1993 (File No. 1-5098))

      4.1   Vornado Realty Trust 1993 Omnibus Share Plan, as amended

      4.2   Specimen certificate representing the Company's Common Shares
            of Beneficial Interest (incorporated by reference to Amendment
            No. 1 to the Company's Registration Statement on Form S-3 (File
            No. 33-62395), filed on October 26, 1995)

      5.1   Opinion of Ballard Spahr Andrews & Ingersoll

      23.1  Consent of Deloitte & Touche LLP

      23.2  Consent of Ballard Spahr Andrews & Ingersoll (included in its
            opinion filed as Exhibit 5.1)

      24.1  Powers of Attorney (included on signature page)


Item 9.     Undertakings.

(a)   The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being
            made, a post-effective amendment to this Registration
            Statement;

            (i)   To include any prospectus required by Section 10(a)(3) of
                  the Act;

            (ii)  To reflect in the Prospectus any facts or events arising
                  after the effective date of the Registration Statement
                  (or the most recent posteffective amendment thereof)
                  which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  Registration Statement;

            (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports filed
      by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
      that are incorporated by reference in the registration statement.

<PAGE>
<PAGE> II-7

      (2)   That, for the purpose of determining any liability under the
            Act, each such post-effective amendment shall be deemed to be a
            new registration statement relating to the securities offered
            therein, and the offering of such securities at that time shall
            be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain
            unsold at the termination of the offering.

(b)   The undersigned Registrant hereby undertakes that, for purposes of
      determining any liability under the Act, each filing of the
      Registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Exchange Act (and, where applicable, each filing of an employee
      benefit plan's annual report pursuant to Section 15(d) of the
      Exchange Act) that is incorporated by reference in the registration
      statement shall be deemed to be a new registration statement relating
      to the securities offered therein, and the offering of such
      securities at that time shall be deemed to be the initial bona fide
      offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Act may
      be permitted to trustees, officers and controlling persons of the
      Registrant pursuant to the foregoing provisions, or otherwise, the
      Registrant has been advised that in the opinion of the SEC such
      indemnification is against public policy as expressed in the Act and
      is, therefore, unenforceable.  In the event that a claim for
      indemnification against such liabilities (other than the payment by
      the Registrant of expenses incurred or paid by a trustee, officer or
      controlling person of the Registrant in the successful defense of any
      action, suit or proceeding) is asserted against the Registrant by
      such trustee, officer or controlling person in connection with the
      securities being registered, the Registrant will, unless in the
      opinion of its counsel the matter has been settled by controlling
      precedent, submit to a court of appropriate jurisdiction the question
      whether such indemnification by it is against public policy as
      expressed in the Act and will be governed by the final adjudication
      of such issue.

<PAGE>
<PAGE> II-8

                                 SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Vornado
Realty Trust certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Saddle Brook and
State of New Jersey, on July 30, 1996.

                                 VORNADO REALTY TRUST,
                                 a Maryland real estate investment trust


                                 By  /s/ Joseph Macnow             
             
                                     Joseph Macnow
                                     Vice President - Chief Financial Officer
                                     and Controller (Principal Financial and
                                     Accounting Officer)

                             POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven Roth and Joseph Macnow, and
each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission or any other regulatory
authority, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute, may lawfully
do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

      Signature                      Title                  Date


 /s/ Steven Roth             Chairman of the Board of
   Steven Roth               Trustees
                             (Principal Executive
                             Officer)                   July 30, 1996

 /s/ Joseph Macnow           Vice President - Chief
   Joseph Macnow             Financial Officer and
                             Controller (Principal
                             Financial and Accounting
                             Officer)                   July 30, 1996

 /s/ David Mandelbaum
   David Mandelbaum          Trustee                    July 30, 1996

 /s/ Stanley Simon 
   Stanley Simon             Trustee                    July 30, 1996

 /s/ Richard R. West
   Richard R. West           Trustee                    July 30, 1996

 /s/ Ronald G. Targan               
   Ronald G. Targan          Trustee                    July 30, 1996

 /s/ Russell B. Wight, Jr.             
   Russell B. Wight, Jr.     Trustee                    July 30, 1996

<PAGE>
<PAGE> II-9

                               Exhibit Index

Exhibit
Number            Description

3.1         Amended and Restated Declaration of Trust of the
            Company, as amended May 23, 1996

3.2         By-laws of the Company (incorporated by reference
            to the Company's Annual Report on Form 10-K for the
            year ended December 31, 1993 (File No. 1-5098))

4.1         Vornado Realty Trust 1993 Omnibus Share Plan, as
            amended

4.2         Specimen certificate representing the Company's
            Common Shares of Beneficial Interest (incorporated
            by reference to Amendment No. 1 to the Company's
            Registration Statement on Form S-3 (File
            No. 33-62395), filed on October 26, 1995)

5.1         Opinion of Ballard Spahr Andrews & Ingersoll

23.1        Consent of Deloitte & Touche LLP

23.2        Consent of Ballard Spahr Andrews & Ingersoll
            (included in its opinion filed as Exhibit 5.1)

24.1        Powers of Attorney (included on signature page)
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{"company-data": {"conformed-name": "VORNADO REALTY TRUST", "cik": "0000899689", "assigned-sic": "6798", "irs-number": "221657560", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09159", "film-number": "96601075"}, "business-address": {"street1": "PARK 80 WEST", "street2": "PLAZA II", "city": "SADDLE BROOK", "state": "NJ", "zip": "07662", "phone": "2015871000"}, "mail-address": {"street1": "PARK 80 WEST PLAZA II", "city": "SADDLE BROOK", "state": "NJ", "zip": "07662"}}
1

   As filed with the Securities and Exchange Commission on July 30, 1996
                                                 Registration No. 333-_____

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                  FORM S-8

                           REGISTRATION STATEMENT
                                    AND
                     POST-EFFECTIVE AMENDMENT NO. 1 TO
                    REGISTRATION STATEMENT NO. 33-62344
                                   UNDER
                         THE SECURITIES ACT OF 1933
                               ______________

                            VORNADO REALTY TRUST
           (Exact Name of Registrant as Specified in Its Charter)

           Maryland                                     22-1657560
(State or Other Jurisdiction of            (IRS Employer Identification Number)
 Incorporation or Organization)

Park 80 West, Plaza II, Saddle Brook, New Jersey             07663
    (Address of Principal Executive Offices)               (Zip Code)

                Vornado Realty Trust 1993 Omnibus Share Plan
                          (Full Title of the Plan)

                               Joseph Macnow
                            Vornado Realty Trust
           Park 80 West, Plaza II, Saddle Brook, New Jersey 07663
                  (Name and Address of Agent for Service)

                               (201) 587-1000
       (Telephone Number, Including Area Code, of Agent for Service)

                                 Copies to:
                         Patricia A. Ceruzzi, Esq.
                         Janet T. Geldzahler, Esq.
                            Sullivan & Cromwell
                              125 Broad Street
                          New York, New York 10004

                      CALCULATION OF REGISTRATION FEE
Number of
                                                 Shares          Proposed Maximum           Proposed            Amount of
                                                  to be         Offering Price per     Maximum Aggregate      Registration
    Title of Securities to be Registered       Registered           Share
Offering Price
Fee
Common Shares of Beneficial Interest
   (par value $.04 per share) . . . . . .       1,500,000             $41.50              $62,250,000        $21,465.52
Estimated solely for the purpose of calculating the registration fee. 
      Such estimate has been computed in accordance with Rule 457(h) based
      upon the average of the high and low price of the Common Shares of
      Beneficial Interest of Vornado Realty Trust as reported on the New
      York Stock Exchange on July 25, 1996.
Calculated pursuant to Rule 457(h) in respect of the 1,500,000 shares
      of previously unregistered Common Shares of Beneficial Interest
      registered hereby.  An additional filing fee of $21,743.79 was
previously paid for 1,704,873 shares of unsold Common Shares of
      Beneficial Interest registered under Registration Statement No. 33-
      62344.
Pursuant to Rule 429 under the Securities Act of 1933, this
Registration Statement includes a prospectus which may relate to securities
registered under Registration Statement No. 33-62344. This Registration
Statement, which is a new registration statement, also constitutes a Post-
Effective Amendment to Registration Statement No. 33-62344.
I-1

                                   PART I

                   INFORMATION REQUIRED IN THE PROSPECTUS

Item 1.     Plan Information.

            Omitted pursuant to the instructions and provisions of Form S-8.

Item 2.     Registrant Information and Employee Plan
            Annual Information.

            Omitted pursuant to the instructions and provisions of Form S-8.
II-1

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The following documents filed by Vornado Realty Trust (the
"Company") with the Securities and Exchange Commission (the "SEC") are
incorporated herein by reference:

            (a)   The Company's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1995; and

            (b)   The Company's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 1996.

            All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any subsequently filed document which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement.  Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

Item 4.     Description of Securities.

            The following description of the Company's Common Shares of
Beneficial Interest ("Common Shares") does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the more
complete description thereof set forth in the following documents: (i) the
Company's Amended and Restated Declaration of Trust (the "Declaration of
Trust"); and (ii) its Bylaws, which documents are exhibits to this
Registration Statement.

            For the Company to qualify as a Real Estate Investment Trust
("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"),
not more than 50% of the value of the outstanding stock may be owned,
directly or indirectly, by five or fewer individuals (as defined in the
Code to include certain entities) during the last half of a taxable year
and the stock must be beneficially owned by 100 or more persons during at
least 335 days of a taxable year of 12 months (or during a proportionate
part of a shorter taxable year). Accordingly, the Declaration of Trust
contains provisions that restrict the ownership and transfer of shares of
beneficial interest.

            The Declaration of Trust authorizes the issuance of up to
102,000,000 shares, consisting of 50,000,000 common shares of beneficial
interest, $.04 par value per share ("Common Shares"), 1,000,000 preferred
shares of beneficial interest, no par value per share ("Preferred Shares"),
and 51,000,000 excess shares of beneficial interest, $.04 par value per
share ("Excess Shares").

            As permitted by Maryland law, the Declaration of Trust
authorizes the Board of Trustees, without any action by the shareholders of
the Company, to amend the Company's Declaration of Trust from time to time
to increase or decrease the aggregate number of shares of beneficial
interest or the number of shares of beneficial interest of any class that
the Company is authorized to issue.  The effect
II-2

of this provision in the Company's Declaration of Trust is to permit the
Board of Trustees, without shareholder action, to increase or decrease (a)
the total number of authorized shares of beneficial interest of the Company
and/or (b) the number of authorized shares of beneficial interest of any
one or more classes.  Maryland law permits a REIT to have shares of
beneficial interest that are assigned to a particular class as well as
shares that are not assigned to a particular class but are available to be
classified by the board of trustees at a later time.  Thus, the total
number of authorized shares of beneficial interest may exceed the total
number of authorized shares of all classes.  Currently, all of the
authorized shares of beneficial interest of the Company are assigned to one
of three classes set forth above.

Description Of Common Shares

            As of July 9, 1996, 24,334,796 Common Shares were issued and
outstanding and no Preferred Shares or Excess Shares are issued and
outstanding. The Common Shares of the Company are listed on the New York
Stock Exchange under the symbol "VNO".

            The holders of Common Shares are entitled to receive dividends
when, if and as declared by the Board of Trustees of the Company out of
assets legally available therefor, provided that if any Preferred Shares
are at the time outstanding, the payment of dividends on Common Shares or
other distributions (including purchases of Common Shares) may be subject
to the declaration and payment of full cumulative dividends, and in the
absence of arrearages in any mandatory sinking fund, on outstanding
Preferred Shares.

            The holders of Common Shares are entitled to one vote for each
share on all matters voted on by shareholders, including elections of
trustees. There is no cumulative voting in the election of trustees, which
means that the holders of a majority of the outstanding Common Shares can
elect all of the trustees then standing for election. The holders of Common
Shares do not have any conversion, redemption or preemptive rights to
subscribe to any securities of the Company. In the event of the
dissolution, liquidation or winding up, holders of Common Shares are
entitled to share ratably in any assets remaining after the satisfaction in
full of the prior rights of creditors, including holders of the Company's
indebtedness, and the aggregate liquidation preference of any Preferred
Shares then outstanding.

            The Common Shares have equal dividend, distribution,
liquidation and other rights, and shall have no preference, appraisal or
exchange rights. All outstanding shares of Common Shares are fully paid and
non-assessable.

            The transfer agent for the Common Shares is First Union
National Bank of North Carolina, Charlotte, North Carolina.

      Restrictions on Ownership

            The Declaration of Trust contains a number of provisions which
restrict the ownership and transfer of shares and which are designed to
safeguard the Company against an inadvertent loss of its REIT status. In
order to prevent any Company shareholder from owning shares in an amount
which would cause more than 50% in value of the outstanding shares of the
Company to be owned by five or fewer individuals, the Declaration of Trust
contains a limitation that restricts, with certain exceptions, shareholders
from owning, under the applicable attribution rules of the Code, more than
2.0% of the outstanding Common Shares (the "Common Shares Beneficial
Ownership Limit"). The shareholders who owned, under the applicable
attribution rules of the Code, more than 2.0% of the Common Shares
immediately after the merger of Vornado, Inc. into the Company in May 1993
(the "Merger") may continue to do so and may acquire additional Common
Shares through stock option and similar plans or from other shareholders
who owned, under the applicable attribution rules of the Code, more than
2.0% of the Common Shares immediately after the Merger, subject to the
restriction that Common Shares cannot be transferred if, as a result, more
than 50% in value of the outstanding shares of the Company would be owned
by five or fewer individuals. While such shareholders are not generally
permitted to acquire
II-3

additional Common Shares from any other source, such shareholders may
acquire additional Common Shares from any source in the event that
additional Common Shares are issued by the Company, up to the percentage
held by them immediately prior to such issuance.

            Shareholders should be aware that events other than a purchase
or other transfer of Common Shares can result in ownership, under the
applicable attribution rules of the Code, of Common Shares in excess of the
Common Shares Beneficial Ownership Limit. For instance, if two
shareholders, each of whom owns, under the applicable attribution rules of
the Code, 1.5% of the outstanding Common Shares, were to marry, then after
their marriage both shareholders would own, under the applicable
attribution rules of the Code, 3.0% of the outstanding Common Shares, which
is in excess of the Common Shares Beneficial Ownership Limit. Similarly, if
a shareholder who owns, under the applicable attribution rules of the Code,
1.9% of the outstanding Common Shares were to purchase a 50% interest in a
corporation which owns 1.8% of the outstanding Common Shares, then the
shareholder would own, under the applicable attribution rules of the Code,
2.8% of the outstanding Common Shares. Shareholders are urged to consult
their own tax advisers concerning the application of the attribution rules
of the Code in their particular circumstances.

            Under the Code, rental income received by a REIT from persons
in which the REIT is treated, under the applicable attribution rules of the
Code, as owning a 10% or greater interest does not constitute qualifying
income for purposes of the income requirements that REITs must satisfy. For
these purposes, a REIT is treated as owning any stock owned, under the
applicable attribution rules of the Code, by a person that owns 10% or more
of the value of the outstanding shares of the REIT. Therefore, in order to
ensure that rental income of the Company will not be treated as
nonqualifying income under the rule described above, and thus to ensure
that there will not be an inadvertent loss of REIT status as a result of
the ownership of shares of a tenant, or a person that holds an interest in
a tenant, the Declaration of Trust also contains an ownership limit that
restricts, with certain exceptions, shareholders from owning, under the
applicable attribution rules of the Code (which are different from those
applicable with respect to the Common Shares Beneficial Ownership Limit),
more than 9.9% of the outstanding shares of any class (the "Constructive
Ownership Limit"). The shareholders who owned, under the applicable
attribution rules of the Code, shares in excess of the Constructive
Ownership Limit immediately after the Merger generally are not subject to
the Constructive Ownership Limit. Subject to an exception for tenants and
subtenants from whom the REIT receives, directly or indirectly, rental
income that is not in excess of a specified threshold, the Declaration of
Trust also contains restrictions that are designed to ensure that the
shareholders who owned, under the applicable attribution rules of the Code,
shares in excess of the Constructive Ownership Limit immediately after the
Merger will not, in the aggregate, own an interest in a tenant or subtenant
of the REIT of sufficient magnitude to cause rental income received,
directly or indirectly, by the REIT from such tenant or subtenant to be
treated as nonqualifying income for purposes of the income requirements
that REITs must satisfy.

            Shareholders should be aware that events other than a purchase
or other transfer of shares can result in ownership, under the applicable
attribution rules of the Code, of shares in excess of the Constructive
Ownership Limit. As the attribution rules that apply with respect to the
Constructive Ownership Limit differ from those that apply with respect to
the Common Shares Beneficial Ownership Limit, the events other than a
purchase or other transfer of shares which can result in share ownership in
excess of the Constructive Ownership Limit can differ from those which can
result in share ownership in excess of the Common Shares Beneficial
Ownership Limit. Shareholders are urged to consult their own tax advisers
concerning the application of the attribution rules of the Code in their
particular circumstances.

            The Declaration of Trust provides that a transfer of Common
Shares that would otherwise result in ownership, under the applicable
attribution rules of the Code, of Common Shares in excess of the Common
Shares Beneficial Ownership Limit or the Constructive Ownership Limit, or
which would cause the shares of beneficial interest of the Company to be
beneficially owned by fewer than 100 persons, will be null and void and the
purported transferee will acquire no rights or economic interest in such
Common Shares. In addition, Common Shares that would otherwise be owned,
under the applicable attribution rules
II-4

of the Code, in excess of the Common Shares Beneficial Ownership Limit or
the Constructive Ownership Limit will be automatically exchanged for Excess
Shares that will be transferred, by operation of law, to the Company as
trustee of a trust for the exclusive benefit of a beneficiary designated by
the purported transferee or purported holder. While so held in trust,
Excess Shares are not entitled to vote and are not entitled to participate
in any dividends or distributions made by the Company. Any dividends or
distributions received by the purported transferee or other purported
holder of such Excess Shares prior to the discovery by the Company of the
automatic exchange for Excess Shares shall be repaid to the Company upon
demand.

            If the purported transferee or purported holder elects to
designate a beneficiary of an interest in the trust with respect to such
Excess Shares, only a person whose ownership of the shares will not violate
the Common Shares Beneficial Ownership Limit or the Constructive Ownership
Limit may be designated, at which time the Excess Shares will be
automatically exchanged for Common Shares. The Declaration of Trust
contains provisions designed to ensure that the purported transferee or
other purported holder of the Excess Shares may not receive in return for
such a transfer an amount that reflects any appreciation in the Common
Shares for which such Excess Shares were exchanged during the period that
such Excess Shares were outstanding but will bear the burden of any decline
in value during such period. Any amount received by a purported transferee
or other purported holder for designating a beneficiary in excess of the
amount permitted to be received must be turned over to the Company. The
Declaration of Trust provides that the Company may purchase any Excess
Shares that have been automatically exchanged for Common Shares as a result
of a purported transfer or other event. The price at which the Company may
purchase such Excess Shares shall be equal to the lesser of (i) in the case
of Excess Shares resulting from a purported transfer for value, the price
per share in the purported transfer that resulted in the automatic exchange
for Excess Shares or, in the case of Excess Shares resulting from some
other event, the market price of the Common Shares exchanged on the date of
the automatic exchange for Excess Shares and (ii) the market price of the
Common Shares exchanged for such Excess Shares on the date that the Company
accepts the deemed offer to sell such Excess Shares. The Company's purchase
right with respect to Excess Shares shall exist for 90 days, beginning on
the date that the automatic exchange for Excess Shares occurred or, if the
Company did not receive a notice concerning the purported transfer that
resulted in the automatic exchange for Excess Shares, the date that the
Board of Trustees determines in good faith that an exchange for Excess
Shares has occurred.

            The Board of Trustees of the Company may exempt certain persons
from the Common Shares Beneficial Ownership Limit or the Constructive
Ownership Limit, including the limitations applicable to holders who owned
in excess of 2.0% of the Common Shares immediately after the Merger, if
evidence satisfactory to the Board of Trustees is presented showing that
such exemption will not jeopardize the Company's status as a REIT under the
Code. As a condition of such exemption, the Board of Trustees may require a
ruling from the Internal Revenue Service and/or an opinion of counsel
satisfactory to it and/or representations and undertakings from the
applicant with respect to preserving the REIT status of the Company.

            The foregoing restrictions on transferability and ownership
will not apply if the Board of Trustees determines that it is no longer in
the best interests of the Company to attempt to qualify, or to continue to
qualify, as a REIT.

            All persons who own, directly or by virtue of the applicable
attribution rules of the Code, more than 2% of the outstanding Common
Shares must give a written notice to the Company containing the information
specified in the Declaration of Trust by January 31 of each year. In
addition, each shareholder shall upon demand be required to disclose to the
Company such information as the Company may request, in good faith, in
order to determine the Company's status as a REIT or to comply with
Treasury Regulations promulgated under the REIT provisions of the Code.
II-5

            The ownership restrictions described above may have the effect
of precluding acquisition of control of the Company unless the Board of
Trustees determines that maintenance of REIT status is no longer in the
best interests of the Company.

Item 5.     Interests of Named Experts and Counsel.

            None.

Item 6.     Indemnification of Directors and Officers.

            Under Maryland law, a real estate investment trust formed in
Maryland is permitted to eliminate, by provision in its declaration of
trust, the liability of its trustees and officers to the trust and its
shareholders for money damages except for liability resulting from (i)
actual receipt of an improper benefit or profit in money, property or
services or (ii) active and deliberate dishonesty established by a final
judgment as being material to the cause of action. The Company's
Declaration of Trust includes such a provision eliminating such liability
to the maximum extent permitted by Maryland law.

            The Company's Bylaws require it to indemnify (a) any present or
former trustee or officer who has been successful, on the merits or
otherwise, in the defense of a proceeding to which he was made a party by
reason of such status, against reasonable expenses incurred by him in
connection with the proceeding, (b) any trustee or officer who, at the
request of the Company, serves or has served another trust, corporation or
other entity as a director, officer, partner, or trustee and (c) any
present or former trustee or officer against any claim or liability to
which he may become subject by reason of such status unless it is
established that (i) his act or omission was material to the matter giving
rise to the proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty, (ii) he actually received an improper
personal benefit in money, property or services or (iii) in the case of a
criminal proceeding, he had reasonable cause to believe that his act or
omission was unlawful. In addition, the Company's Bylaws require it to pay
or reimburse, in advance of final disposition of a proceeding, reasonable
expenses incurred by a present or former trustee or officer made a party to
a proceeding by reason of such status provided that the Company shall have
received (i) a written affirmation by the trustee or officer of his good
faith belief that he has met the applicable standard of conduct necessary
for indemnification by the Company as authorized by the Bylaws and (ii) a
written undertaking by or on his behalf to repay the amount paid or
reimbursed by the Company if it shall ultimately be determined that the
applicable standard of conduct was not met. The Company's Bylaws also
(i) permit the Company to provide indemnification and payment or
reimbursement of expenses to a present or former trustee or officer who
served a predecessor of the Company in such capacity and to any employee or
agent of the Company or a predecessor of the Company, (ii) provide that any
indemnification or payment or reimbursement of the expenses permitted by
the Bylaws shall be furnished in accordance with the procedures provided
for indemnification or payment or reimbursement of expenses, as the case
may be, under Section 2-418 of the Maryland General Corporation Law (the
"MGCL") for directors of Maryland corporations and (iii) permit the Company
to provide such other and further indemnification or payment or
reimbursement of expenses as may be permitted by the MGCL, as in effect
from time to time, for directors of Maryland corporations. Insofar as
indemnification for liabilities arising under the Securities Act of 1933
(the "Act") may be permitted to trustees and officers of the Company
pursuant to the foregoing provisions or otherwise, the Company has been
advised that, although the validity and scope of the governing statute has
not been tested in court, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In addition, indemnification may be limited by
state securities laws.
II-6

Item 7.     Exemption from Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

      Exhibit
      Number            Description

      3.1   Amended and Restated Declaration of Trust of the Company, as
            amended May 23, 1996

      3.2   By-laws of the Company (incorporated by reference to the
            Company's Annual Report on Form 10-K for the year ended
            December 31, 1993 (File No. 1-5098))

      4.1   Vornado Realty Trust 1993 Omnibus Share Plan, as amended

      4.2   Specimen certificate representing the Company's Common Shares
            of Beneficial Interest (incorporated by reference to Amendment
            No. 1 to the Company's Registration Statement on Form S-3 (File
            No. 33-62395), filed on October 26, 1995)

      5.1   Opinion of Ballard Spahr Andrews & Ingersoll

      23.1  Consent of Deloitte & Touche LLP

      23.2  Consent of Ballard Spahr Andrews & Ingersoll (included in its
            opinion filed as Exhibit 5.1)

      24.1  Powers of Attorney (included on signature page)

Item 9.     Undertakings.

(a)   The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being
            made, a post-effective amendment to this Registration
            Statement;

            (i)   To include any prospectus required by Section 10(a)(3) of
                  the Act;

            (ii)  To reflect in the Prospectus any facts or events arising
                  after the effective date of the Registration Statement
                  (or the most recent posteffective amendment thereof)
                  which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  Registration Statement;

            (iii) To include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports filed
      by the registrant pursuant to Section 13 or 15(d) of the Exchange Act
      that are incorporated by reference in the registration statement.
II-7

      (2)   That, for the purpose of determining any liability under the
            Act, each such post-effective amendment shall be deemed to be a
            new registration statement relating to the securities offered
            therein, and the offering of such securities at that time shall
            be deemed to be the initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective
            amendment any of the securities being registered which remain
            unsold at the termination of the offering.

(b)   The undersigned Registrant hereby undertakes that, for purposes of
      determining any liability under the Act, each filing of the
      Registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Exchange Act (and, where applicable, each filing of an employee
      benefit plan's annual report pursuant to Section 15(d) of the
      Exchange Act) that is incorporated by reference in the registration
      statement shall be deemed to be a new registration statement relating
      to the securities offered therein, and the offering of such
      securities at that time shall be deemed to be the initial bona fide
      offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Act may
      be permitted to trustees, officers and controlling persons of the
      Registrant pursuant to the foregoing provisions, or otherwise, the
      Registrant has been advised that in the opinion of the SEC such
      indemnification is against public policy as expressed in the Act and
      is, therefore, unenforceable.  In the event that a claim for
      indemnification against such liabilities (other than the payment by
      the Registrant of expenses incurred or paid by a trustee, officer or
      controlling person of the Registrant in the successful defense of any
      action, suit or proceeding) is asserted against the Registrant by
      such trustee, officer or controlling person in connection with the
      securities being registered, the Registrant will, unless in the
      opinion of its counsel the matter has been settled by controlling
      precedent, submit to a court of appropriate jurisdiction the question
      whether such indemnification by it is against public policy as
      expressed in the Act and will be governed by the final adjudication
      of such issue.
II-8

                                 SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Vornado
Realty Trust certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Saddle Brook and
State of New Jersey, on July 30, 1996.

                                 VORNADO REALTY TRUST,
                                 a Maryland real estate investment trust

                                 By  /s/ Joseph Macnow             
             
                                     Joseph Macnow
                                     Vice President - Chief Financial Officer
                                     and Controller (Principal Financial and
                                     Accounting Officer)

                             POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven Roth and Joseph Macnow, and
each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission or any other regulatory
authority, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute, may lawfully
do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

      Signature                      Title                  Date

 /s/ Steven Roth             Chairman of the Board of
   Steven Roth               Trustees
                             (Principal Executive
                             Officer)                   July 30, 1996

 /s/ Joseph Macnow           Vice President - Chief
   Joseph Macnow             Financial Officer and
                             Controller (Principal
                             Financial and Accounting
                             Officer)                   July 30, 1996

 /s/ David Mandelbaum
   David Mandelbaum          Trustee                    July 30, 1996

 /s/ Stanley Simon 
   Stanley Simon             Trustee                    July 30, 1996

 /s/ Richard R. West
   Richard R. West           Trustee                    July 30, 1996

 /s/ Ronald G. Targan               
   Ronald G. Targan          Trustee                    July 30, 1996

 /s/ Russell B. Wight, Jr.             
   Russell B. Wight, Jr.     Trustee                    July 30, 1996
II-9

                               Exhibit Index

Exhibit
Number            Description

3.1         Amended and Restated Declaration of Trust of the
            Company, as amended May 23, 1996

3.2         By-laws of the Company (incorporated by reference
            to the Company's Annual Report on Form 10-K for the
            year ended December 31, 1993 (File No. 1-5098))

4.1         Vornado Realty Trust 1993 Omnibus Share Plan, as
            amended

4.2         Specimen certificate representing the Company's
            Common Shares of Beneficial Interest (incorporated
            by reference to Amendment No. 1 to the Company's
            Registration Statement on Form S-3 (File
            No. 33-62395), filed on October 26, 1995)

5.1         Opinion of Ballard Spahr Andrews & Ingersoll

23.1        Consent of Deloitte & Touche LLP

23.2        Consent of Ballard Spahr Andrews & Ingersoll
            (included in its opinion filed as Exhibit 5.1)

24.1        Powers of Attorney (included on signature page)