UNITED
STATES SECURITIES
AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM
10-K/A (Amendment
No.1)  ☒
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES 
  EXCHANGE ACT OF 1934
  For the Fiscal Year Ended:
 December 31, 2016
  OR  ☐
 TRANSITION REPORT PURSUANT TO
  SECTION 13 OR 15(d) OF THE SECURITIES 
  EXCHANGE ACT OF 1934
   For the transition period from
 
 toCommission File Number:
 001‐11954 (Vornado Realty Trust)Commission File Number:
 001‐34482 (Vornado Realty L.P.)
   Vornado Realty Trust
  Vornado Realty L.P.
 (Exact name of Registrants as specified in its charter)   Vornado Realty Trust
 
 Maryland
 
 22-1657560(State or other jurisdiction of incorporation or
  organization)
 
 (I.R.S. Employer Identification Number)Vornado Realty L.P.
 
 Delaware
 
 13-3925979(State or other jurisdiction of incorporation or
  organization)
 
 (I.R.S. Employer Identification Number)
 888 Seventh Avenue, New York, New York, 10019
 (Address of principal executive offices) (Zip Code)  (212) 894-7000
 (Registrants’ telephone number, including area code)  N/A
 (Former name, former address and former fiscal year, if changed since
last report)   Securities registered pursuant to Section 12(b) of the Act:   Registrant
 
 Title
  of Each Class
 
 Name
  of Exchange on Which RegisteredVornado Realty Trust
 
 Common Shares of beneficial interest,
  $.04 par value per share
 
 New York Stock ExchangeCumulative Redeemable Preferred Shares
  of beneficial interest, no par value:Vornado Realty Trust
 
 6.625% Series G
 
 New York Stock ExchangeVornado Realty Trust
 
 6.625% Series I
 
 New York Stock ExchangeVornado Realty Trust
 
 5.70% Series K
 
 New York Stock ExchangeVornado Realty Trust
 
 5.40% Series L
 
 New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act:  Registrant
 
 Title
  of Each ClassVornado Realty L.P.
 
 Class A Units of Limited Partnership Interest


---

Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Vornado Realty Trust: YES☒NOoVornado
Realty L.P.: YES☐NO☒  Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.  Vornado Realty Trust: YES☒NOoVornado
Realty L.P.: YES☐NO☒  Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Vornado Realty Trust: YES☒NOoVornado
Realty L.P.: YES☒NOo  Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files).  Vornado Realty Trust: YES☒NOoVornado
Realty L.P.: YES☒NOo  Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S‐K is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10‐K or any amendment to this Form 10‐K.☒  Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  Vornado
Realty Trust:  ☒Large Accelerated Filer
 
 ☐Accelerated
  Filer☐Non-Accelerated Filer (Do not check if smaller reporting company)
 
 ☐Smaller
  Reporting Company
  Vornado
Realty L.P.:  ☐Large Accelerated Filer
 
 ☐Accelerated
  Filer☒Non-Accelerated Filer (Do not check if smaller reporting company)
 
 ☐Smaller
  Reporting Company
  Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).  Vornado Realty Trust: YES☐NOxVornado
Realty L.P.: YES☐NO☒  The aggregate market value of the voting and non-voting
common shares held by non-affiliates of Vornado Realty Trust, i.e. by persons
other than officers and trustees of Vornado Realty Trust, was $17,294,426,000
at June 30, 2016.  As of December 31, 2016, there were 189,100,876 common shares
of beneficial interest outstanding of Vornado Realty Trust.  There is no public
market for the Class A units of limited partnership interest of Vornado Realty
L.P.  Based on the June 30, 2016 closing share price of Vornado Realty Trust’s common
shares, which are issuable upon redemption of the Class A units, the aggregate
market value of the Class A units held by non-affiliates of Vornado Realty
L.P., i.e. by persons other than Vornado Realty Trust and its officers and
trustees, was $984,737,000 at June 30, 2016.  DocumentsIncorporated by Reference  Part III: 
Portions of Proxy Statement for Annual Meeting of Vornado Realty Trust’s
Shareholders to be held on May 18, 2017.


---

Explanatory
Note  In accordance with Rule 3-09 of Regulation S-X, Vornado
Realty Trust (“Vornado”) and Vornado Realty L.P. (“the Operating Partnership”)
are required to include in their combined Annual Report on Form 10-K for the
year ended December 31, 2016, audited financial statements of Toys “R” Us, Inc.
(“Toys”), an equity method investment in which Vornado owns approximately 32.5%
of the common equity as of December 31, 2016.  On February 13, 2017, Vornado and
the Operating Partnership filed their combined Annual Report on Form 10-K for
the year ended December 31, 2016 with the Securities and Exchange Commission
indicating on the cover page that they would file an amendment to their
combined Form 10-K to include Toys’ audited financial statements and related
disclosures as soon as practicable after they were available. On April 12, 2017, Toys filed its Annual Report on Form
10-K for its fiscal year ended January 28, 2017.  Accordingly, Vornado and the
Operating Partnership are filing this Amendment No. 1 on Form 10-K/A (Amendment
No. 1) to their combined Form 10-K, filed on February 13, 2017, to incorporate
by reference to this Amendment No. 1, Toys’ audited financial statements and
related disclosures and to similarly include the consent of Ernst & Young
LLP, Toys’ independent registered public accounting firm with respect to its
report on such audited financial statements for the years ended January 28,
2017 and January 30, 2016, and the consent of Deloitte & Touche LLP, Toys’
independent registered public accounting firm with respect to its report on
such audited financial statements for the fiscal year ended January 31, 2015. Except as otherwise expressly noted herein, this Amendment No.
1 does not reflect events occurring after the filing of Vornado and the
Operating Partnership’s original combined Form 10-K on February 13, 2017. 
Accordingly, this Amendment No. 1 should be read in conjunction with Vornado
and the Operating Partnership’s original combined Form 10-K.


---

PART
IV  ITEM 15.            EXHIBITS,
FINANCIAL STATEMENT SCHEDULES  (a)              Vornado and the
Operating Partnership’s consolidated financial statements are set forth in Item
8 of Vornado’s and the Operating Partnership’s combined Annual Report on Form
10-K filed on February 13, 2017 (the “Original Form 10-K”).  The following financial statement schedules should be read
in conjunction with the financial statements included in Item 8 of the Original
Form 10-K.  II--Valuation and Qualifying Accounts--years ended December
31, 2016, 2015 and 2014 Page 168 of the Original Form 10-K.  III--Real Estate and Accumulated Depreciation as of
December 31, 2016 Page 169 of the Original Form 10-K.  The consolidated financial statements of Toys R Us, Inc. are
incorporated herein by reference to Item 8 of Toys R Us, Inc.’s Annual Report
on Form 10-K for the fiscal year ended January 28, 2017 (File No. 001-11609),
filed with the Securities and Exchange Commission on April 12, 2017.  See the exhibit index attached hereto and incorporated
herein by reference.  The following exhibits listed on the exhibit index, which
is incorporated herein by reference, are filed with this Annual Report on Form
10-K/A (Amendment No. 1).   Exhibits12.1
 -
 
 Computation of Ratios for
  Vornado Realty Trust – Incorporated by reference to Exhibit 12.1 to the
  combinedVornado Realty Trust and Vornado
  Realty L.P.’s Annual Report on Form 10-K for the year endedDecember 31, 2016 (File No.
  001-11954), filed on February 13, 2017.12.2
 -
 
 Computation of Ratios for
  Vornado Realty L.P. – Incorporated by reference to Exhibit 12.2 to the
  combinedVornado Realty Trust and Vornado
  Realty L.P.'s Annual Report on Form 10-K for the year endedDecember 31, 2016 (File No.
  001-11954), filed on  February 13, 2017.21
 -
 
 Subsidiaries of the Registrants
  – Incorporated by reference to Exhibit 21 to the combined Vornado Realty
  Trustand Vornado Realty L.P.'s Annual
  Report on Form 10-K for the year ended December 31, 2016(File No. 001-11954), filed on
  February 13, 2017.23.1
 -
 
 Consent of Independent
  Registered Public Accounting Firm for Vornado Realty Trust – Incorporated by
  referenceto Exhibit 23.1 to the combined
  Vornado Realty Trust and Vornado Realty L.P.'s Annual Report on Form 10-Kfor the year ended December 31,
  2016 (File No. 001-11954), filed on February 13, 201723.2
 -
 
 Consent of Independent
  Registered Public Accounting Firm for Vornado Realty L.P. – Incorporated by
  referenceto Exhibit 23.2 to the combined
  Vornado Realty Trust and Vornado Realty L.P.'s Annual Report on Form 10-Kfor the year ended December 31,
  2016 (File No. 001-11954), filed on February 13, 201723.3
 -
 
 Consent of Independent
  Registered Public Accounting Firm –  Ernst & Young LLP23.4
 -
 
 Consent of Independent
  Registered Public Accounting Firm for Vornado Realty Trust – Deloitte &
  Touche LLP23.5
 -
 
 Consent of Independent
  Registered Public Accounting Firm for Vornado Realty L.P. – Deloitte &
  Touche LLP31.1
 -
 
 Rule 13a-14 (a) Certification of
  the Chief Executive Officer of Vornado Realty Trust31.2
 -
 
 Rule 13a-14 (a) Certification of
  the Chief Financial Officer of Vornado Realty Trust31.3
 -
 
 Rule 13a-14 (a) Certification of
  the Chief Executive Officer of Vornado Realty L.P.31.4
 -
 
 Rule 13a-14 (a) Certification of
  the Chief Financial Officer of Vornado Realty L.P.32.1
 -
 
 Section 1350 Certification of
  the Chief Executive Officer of Vornado Realty Trust32.2
 -
 
 Section 1350 Certification of
  the Chief Financial Officer of Vornado Realty Trust32.3
 -
 
 Section 1350 Certification of
  the Chief Executive Officer of Vornado Realty L.P.32.4
 -
 
 Section 1350 Certification of
  the Chief Financial Officer of Vornado Realty L.P.99.1
 -
 
 Consolidated Financial
  Statements of Toys R Us, Inc., Report of Independent Registered Public
  Accounting Firmthereon and Notes to Such
  Consolidated Financial Statements - Incorporated by reference toItem 8 of Toys R Us, Inc.’s
  Annual Report on Form 10-K for the fiscal year ended January 28, 2017(File No. 001-11609), filed with
  the Securities and Exchange Commission on April 12, 2017


---

101.INS
 -
 
 XBRL Instance Document of
  Vornado Realty Trust and Vornado Realty L.P. – Incorporated by referenceto Exhibit 101.INS to the
  combined Vornado Realty Trust and Vornado Realty L.P.'s Annual Report onForm 10-K for the year ended
  December 31, 2016 (File No. 001-11954), filed on February 13, 2017101.SCH
 -
 
 XBRL Taxonomy Extension Schema
  of Vornado Realty Trust and Vornado Realty L.P. – Incorporated by referenceto Exhibit 101.SCH to the
  combined Vornado Realty Trust and Vornado Realty L.P.'s Annual Report onForm 10-K for the year ended
  December 31, 2016 (File No. 001-11954), filed on February 13, 2017101.CAL
 -
 
 XBRL Taxonomy Extension
  Calculation Linkbase of Vornado Realty Trust and Vornado Realty L.P. –
  Incorporatedby reference to Exhibit 101.CAL
  to the combined Vornado Realty Trust and Vornado Realty L.P.'s AnnualReport on Form 10-K for the year
  ended December 31, 2016 (File No. 001-11954), filed on February 13, 2017101.DEF
 -
 
 XBRL Taxonomy Extension
  Definition Linkbase of Vornado Realty Trust and Vornado Realty L.P. –
  Incorporatedby reference to Exhibit 101.DEF
  to the combined Vornado Realty Trust and Vornado Realty L.P.'s AnnualReport on Form 10-K for the year
  ended December 31, 2016 (File No. 001-11954), filed on February 13, 2017101.LAB
 -
 
 XBRL Taxonomy Extension Label
  Linkbase of Vornado Realty Trust and Vornado Realty L.P. – Incorporatedby reference to Exhibit 101.LAB
  to the combined Vornado Realty Trust and Vornado Realty L.P.'s AnnualReport on Form 10-K for the year
  ended December 31, 2016 (File No. 001-11954), filed on February 13, 2017101.PRE
 -
 
 XBRL Taxonomy Extension
  Presentation Linkbase of Vornado Realty Trust and Vornado Realty L.P. –Incorporated by reference to
  Exhibit 101.PRE to the combined Vornado Realty Trust and Vornado RealtyL.P.'s Annual Report on Form
  10-K for the year ended December 31, 2016 (File No. 001-11954), filed onFebruary 13, 2017
  (b)          See
Exhibit Index attached to this Amendment No. 1.  (c)          The
financial statements required by Rule 3-09 of Regulation S-X are listed as
Exhibit 99.1 to this Amendment No. 1.


---

SIGNATURES 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 thereunto duly authorized.  VORNADO REALTY TRUST(Registrant)Date:  April 12,
  2017
 By:
 /s/ Matthew IoccoMatthew Iocco, Chief Accounting Officer (duly authorized
  officer and principal accounting officer)


---

SIGNATURES 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 thereunto duly authorized.  VORNADO REALTY L.P.(Registrant)Date:  April 12,
  2017
 By:
 /s/ Matthew IoccoMatthew Iocco, Chief Accounting Officer of Vornado
  Realty Trust, sole General Partner of Vornado Realty L.P.
  (duly authorized officer and principal accounting officer)


---

EXHIBIT INDEX   Exhibit No.2.1
 
 -
 
 Master Transaction Agreement,
  dated as of October 31, 2016, by and among Vornado
 
 *Realty Trust, Vornado Realty
  L.P., JBG Properties, Inc., JBG/Operating Partners, L.P.,certain affiliates of JBG
  Properties Inc. and JBG/Operating Partners set forth onSchedule A thereto, JBG SMITH
  Properties and JBG SMITH Properties L.P. - Incorporatedby reference to Exhibit 2.1 to
  Vornado Realty Trust's Annual Report on Form 10-K forthe year ended December 31, 2016
  (File No. 001-11954), filed on February 13, 2017.3.1
 
 -
 
 Articles of Restatement of
  Vornado Realty Trust, as filed with the State
 
 *Department of Assessments and
  Taxation of Maryland on July 30, 2007 - Incorporatedby reference to Exhibit 3.75 to
  Vornado Realty Trust’s Quarterly Report on Form 10-Qfor the quarter ended June 30,
  2007 (File No. 001-11954), filed on July 31, 20073.2
 
 -
 
 Amended and Restated Bylaws of
  Vornado Realty Trust, as amended on March 2, 2000 -
 
 *Incorporated by reference to
  Exhibit 3.12 to Vornado Realty Trust’s Annual Report onForm 10-K for the year ended
  December 31, 1999 (File No. 001-11954), filed onMarch 9, 20003.3
 
 -
 
 Articles Supplementary, 5.40%
  Series L Cumulative Redeemable Preferred Shares of
 
 *Beneficial Interest, liquidation
  preference $25.00 per share, no par value – Incorporated byreference to Exhibit 3.6 to
  Vornado Realty Trust’s Registration Statement on Form 8-A(File No. 001-11954), filed on
  January 25, 20133.4
 
 -
 
 Second Amended and Restated
  Agreement of Limited Partnership of Vornado Realty L.P.,
 
 *dated as of October 20, 1997
  (the “Partnership Agreement”) – Incorporated by referenceto Exhibit 3.26 to Vornado
  Realty Trust’s Quarterly Report on Form 10-Q for the quarterended March 31, 2003 (File No.
  001-11954), filed on May 8, 20033.5
 
 -
 
 Amendment to the Partnership
  Agreement, dated as of December 16, 1997 – Incorporated by
 
 *reference to Exhibit 3.27 to
  Vornado Realty Trust’s Quarterly Report on Form 10-Q forthe quarter ended March 31, 2003
  (File No. 001-11954), filed on May 8, 20033.6
 
 -
 
 Second Amendment to the
  Partnership Agreement, dated as of April 1, 1998 – Incorporated
 
 *by reference to Exhibit 3.5 to
  Vornado Realty Trust’s Registration Statement on Form S-3(File No. 333-50095), filed on
  April 14, 19983.7
 
 -
 
 Third Amendment to the
  Partnership Agreement, dated as of November 12, 1998 -
 
 *Incorporated by reference to
  Exhibit 3.2 to Vornado Realty Trust’s Current Report onForm 8-K (File No. 001-11954),
  filed on November 30, 19983.8
 
 -
 
 Fourth Amendment to the
  Partnership Agreement, dated as of November 30, 1998 -
 
 *Incorporated by reference to
  Exhibit 3.1 to Vornado Realty Trust’s Current Report onForm 8-K (File No. 001-11954),
  filed on February 9, 19993.9
 
 -
 
 Fifth Amendment to the
  Partnership Agreement, dated as of March 3, 1999 - Incorporated by
 
 *reference to Exhibit 3.1 to
  Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on March
  17, 19993.10
 
 -
 
 Sixth Amendment to the
  Partnership Agreement, dated as of March 17, 1999 - Incorporated
 
 *by reference to Exhibit 3.2 to
  Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on
  July 7, 19993.11
 
 -
 
 Seventh Amendment to the
  Partnership Agreement, dated as of May 20, 1999 - Incorporated
 
 *by reference to Exhibit 3.3 to
  Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on
  July 7, 1999___________________________________________*
 
 
 Incorporated by reference.


---

3.12
 
 -
 
 Eighth Amendment to the
  Partnership Agreement, dated as of May 27, 1999 - Incorporated
 
 *by reference to Exhibit 3.4 to
  Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on
  July 7, 19993.13
 
 -
 
 Ninth Amendment to the
  Partnership Agreement, dated as of September 3, 1999 -
 
 *Incorporated by reference to
  Exhibit 3.3 to Vornado Realty Trust’s Current Report onForm 8-K (File No. 001-11954),
  filed on October 25, 19993.14
 
 -
 
 Tenth Amendment to the
  Partnership Agreement, dated as of September 3, 1999 -
 
 *Incorporated by reference to
  Exhibit 3.4 to Vornado Realty Trust's Current Report onForm 8-K (File No. 001-11954),
  filed on October 25, 19993.15
 
 -
 
 Eleventh Amendment to the
  Partnership Agreement, dated as of November 24, 1999 -
 
 *Incorporated by reference to
  Exhibit 3.2 to Vornado Realty Trust’s Current Report onForm 8-K (File No. 001-11954),
  filed on December 23, 19993.16
 
 -
 
 Twelfth Amendment to the
  Partnership Agreement, dated as of May 1, 2000 - Incorporated
 
 *by reference to Exhibit 3.2 to
  Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on
  May 19, 20003.17
 
 -
 
 Thirteenth Amendment to the
  Partnership Agreement, dated as of May 25, 2000 -
 
 *Incorporated by reference to
  Exhibit 3.2 to Vornado Realty Trust’s Current Report onForm 8-K (File No. 001-11954),
  filed on June 16, 20003.18
 
 -
 
 Fourteenth Amendment to the
  Partnership Agreement, dated as of December 8, 2000 -
 
 *Incorporated by reference to
  Exhibit 3.2 to Vornado Realty Trust’s Current Report onForm 8-K (File No. 001-11954),
  filed on December 28, 20003.19
 
 -
 
 Fifteenth Amendment to the
  Partnership Agreement, dated as of December 15, 2000 -
 
 *Incorporated by reference to
  Exhibit 4.35 to Vornado Realty Trust’s RegistrationStatement on Form S-8 (File No. 333-68462),
  filed on August 27, 20013.20
 
 -
 
 Sixteenth Amendment to the
  Partnership Agreement, dated as of July 25, 2001 - Incorporated
 
 *by reference to Exhibit 3.3 to
  Vornado Realty Trust’s Current Report on Form 8-K(File No. 001 11954), filed on
  October 12, 20013.21
 
 -
 
 Seventeenth Amendment to the
  Partnership Agreement, dated as of September 21, 2001 -
 
 *Incorporated by reference to
  Exhibit 3.4 to Vornado Realty Trust’s Current Report onForm 8 K (File No. 001-11954),
  filed on October 12, 20013.22
 
 -
 
 Eighteenth Amendment to the
  Partnership Agreement, dated as of January 1, 2002 -
 
 *Incorporated by reference to
  Exhibit 3.1 to Vornado Realty Trust’s Current Report onForm 8-K/A (File No. 001-11954),
  filed on March 18, 20023.23
 
 -
 
 Nineteenth Amendment to the
  Partnership Agreement, dated as of July 1, 2002 - Incorporated
 
 *by reference to Exhibit 3.47 to
  Vornado Realty Trust’s Quarterly Report on Form 10-Qfor the quarter ended June 30,
  2002 (File No. 001-11954), filed on August 7, 20023.24
 
 -
 
 Twentieth Amendment to the
  Partnership Agreement, dated April 9, 2003 - Incorporated by
 
 *reference to Exhibit 3.46 to
  Vornado Realty Trust’s Quarterly Report on Form 10-Q forthe quarter ended March 31, 2003
  (File No. 001-11954), filed on May 8, 20033.25
 
 -
 
 Twenty-First Amendment to the
  Partnership Agreement, dated as of July 31, 2003 -
 
 *Incorporated by reference to
  Exhibit 3.47 to Vornado Realty Trust’s Quarterly Reporton Form 10-Q for the quarter
  ended September 30, 2003 (File No. 001-11954), filed onNovember 7, 20033.26
 
 -
 
 Twenty-Second Amendment to the
  Partnership Agreement, dated as of November 17, 2003 –
 
 *Incorporated by reference to
  Exhibit 3.49 to Vornado Realty Trust’s Annual Report onForm 10-K for the year ended
  December 31, 2003 (File No. 001-11954), filed onMarch 3, 2004___________________________________________*
 
 
 Incorporated by reference.


---

3.27
 
 -
 
 Twenty-Third Amendment to the
  Partnership Agreement, dated May 27, 2004 – Incorporated
 
 *by reference to Exhibit 99.2 to
  Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on
  June 14, 20043.28
 
 -
 
 Twenty-Fourth Amendment to the
  Partnership Agreement, dated August 17, 2004 –
 
 *Incorporated by reference to
  Exhibit 3.57 to Vornado Realty Trust and Vornado RealtyL.P.’s Registration Statement on
  Form S-3 (File No. 333-122306), filed onJanuary 26, 20053.29
 
 -
 
 Twenty-Fifth Amendment to the
  Partnership Agreement, dated November 17, 2004 –
 
 *Incorporated by reference to
  Exhibit 3.58 to Vornado Realty Trust and Vornado RealtyL.P.’s Registration Statement on
  Form S-3 (File No. 333-122306), filed onJanuary 26, 20053.30
 
 -
 
 Twenty-Sixth Amendment to the
  Partnership Agreement, dated December 17, 2004 –
 
 *Incorporated by reference to
  Exhibit 3.1 to Vornado Realty L.P.’s Current Report onForm 8-K (File No. 000-22685),
  filed on December 21, 20043.31
 
 -
 
 Twenty-Seventh Amendment to the
  Partnership Agreement, dated December 20, 2004 –
 
 *Incorporated by reference to
  Exhibit 3.2 to Vornado Realty L.P.’s Current Report onForm 8-K (File No. 000-22685),
  filed on December 21, 20043.32
 
 -
 
 Twenty-Eighth Amendment to the
  Partnership Agreement, dated December 30, 2004 -
 
 *Incorporated by reference to
  Exhibit 3.1 to Vornado Realty L.P.’s Current Report onForm 8-K (File No. 000-22685),
  filed on January 4, 20053.33
 
 -
 
 Twenty-Ninth Amendment to the
  Partnership Agreement, dated June 17, 2005 - Incorporated
 
 *by reference to Exhibit 3.1 to
  Vornado Realty L.P.’s Current Report on Form 8-K(File No. 000-22685), filed on
  June 21, 20053.34
 
 -
 
 Thirtieth Amendment to the
  Partnership Agreement, dated August 31, 2005 - Incorporated by
 
 *reference to Exhibit 3.1 to
  Vornado Realty L.P.’s Current Report on Form 8-K(File No. 000-22685), filed on
  September 1, 20053.35
 
 -
 
 Thirty-First Amendment to the
  Partnership Agreement, dated September 9, 2005 -
 
 *Incorporated by reference to
  Exhibit 3.1 to Vornado Realty L.P.’s Current Report onForm 8-K (File No. 000-22685),
  filed on September 14, 20053.36
 
 -
 
 Thirty-Second Amendment and
  Restated Agreement of Limited Partnership, dated as of
 
 *December 19, 2005 – Incorporated
  by reference to Exhibit 3.59 to Vornado Realty L.P.’sQuarterly Report on Form 10-Q
  for the quarter ended March 31, 2006(File No. 000-22685), filed on
  May 8, 20063.37
 
 -
 
 Thirty-Third Amendment to Second
  Amended and Restated Agreement of Limited
 
 *Partnership, dated as of April
  25, 2006 – Incorporated by reference to Exhibit 10.2 toVornado Realty Trust’s Form 8-K
  (File No. 001-11954), filed on May 1, 20063.38
 
 -
 
 Thirty-Fourth Amendment to
  Second Amended and Restated Agreement of Limited
 
 *Partnership, dated as of May 2,
  2006 – Incorporated by reference to Exhibit 3.1 toVornado Realty L.P.’s Current
  Report on Form 8-K (File No. 000-22685), filed onMay 3, 20063.39
 
 -
 
 Thirty-Fifth Amendment to Second
  Amended and Restated Agreement of Limited
 
 *Partnership, dated as of August
  17, 2006 – Incorporated by reference to Exhibit 3.1 toVornado Realty L.P.’s Form 8-K
  (File No. 000-22685), filed on August 23, 20063.40
 
 -
 
 Thirty-Sixth Amendment to Second
  Amended and Restated Agreement of Limited
 
 *Partnership, dated as of October
  2, 2006 – Incorporated by reference to Exhibit 3.1 toVornado Realty L.P.’s Form 8-K
  (File No. 000-22685), filed on January 22, 2007___________________________________________*
 
 
 Incorporated by reference.


---

3.41
 
 -
 
 Thirty-Seventh Amendment to
  Second Amended and Restated Agreement of Limited
 
 *Partnership, dated as of June
  28, 2007 – Incorporated by reference to Exhibit 3.1 toVornado Realty L.P.’s Current
  Report on Form 8-K (File No. 000-22685), filed onJune 27, 20073.42
 
 -
 
 Thirty-Eighth Amendment to
  Second Amended and Restated Agreement of Limited
 
 *Partnership, dated as of June
  28, 2007 – Incorporated by reference to Exhibit 3.2 toVornado Realty L.P.’s Current
  Report on Form 8-K (File No. 000-22685), filed onJune 27, 20073.43
 
 -
 
 Thirty-Ninth Amendment to Second
  Amended and Restated Agreement of Limited
 
 *Partnership, dated as of June
  28, 2007 – Incorporated by reference to Exhibit 3.3 toVornado Realty L.P.’s Current
  Report on Form 8-K (File No. 000-22685), filed onJune 27, 20073.44
 
 -
 
 Fortieth Amendment to Second
  Amended and Restated Agreement of Limited
 
 *Partnership, dated as of June
  28, 2007 – Incorporated by reference to Exhibit 3.4 toVornado Realty L.P.’s Current
  Report on Form 8-K (File No. 000-22685), filed onJune 27, 20073.45
 
 -
 
 Forty-First Amendment to Second
  Amended and Restated Agreement of Limited
 
 *Partnership, dated as of March
  31, 2008 – Incorporated by reference to Exhibit 3.44 toVornado Realty Trust’s Quarterly
  Report on Form 10-Q for the quarter ended March 31,2008 (file No. 001-11954), filed
  on May 6, 20083.46
 
 -
 
 Forty-Second Amendment to Second
  Amended and Restated Agreement of Limited Partnership,
 
 *dated as of December 17, 2010 –
  Incorporated by reference to Exhibit 99.1 to VornadoRealty L.P.'s Current Report on
  Form 8-K (File No. 000-22685), filed on December 21, 20103.47
 
 -
 
 Forty-Third Amendment to Second
  Amended and Restated Agreement of Limited Partnership,
 
 *dated as of April 20, 2011 –
  Incorporated by reference to Exhibit 3.1 to VornadoRealty L.P.'s Current Report on
  Form 8-K (File No. 000-22685), filed on April 21, 20113.48
 
 -
 
 Forty-Fourth Amendment to Second
  Amended and Restated Agreement of Limited Partnership
 
 *of Vornado Realty L.P., dated as
  of March 30, 2012 - Incorporated by reference to Exhibit 99.1to Vornado Realty L.P.'s Current
  Report on Form 8-K (File No. 001-34482), filed onApril 5, 20123.49
 
 -
 
 Forty-Fourth Amendment to Second
  Amended and Restated Agreement of Limited Partnership
 
 *dated as of July 18, 2012 –
  Incorporated by reference to Exhibit 3.1 to Vornado Realty L.P.’sCurrent Report on Form 8-K (File
  No. 001-34482), filed on July 18, 20123.50
 
 -
 
 Forty-Fifth Amendment to Second
  Amended and Restated Agreement of Limited Partnership,
 
 *dated as of January 25, 2013 –
  Incorporated by reference to Exhibit 3.1 to Vornado RealtyL.P.’s Current Report on Form
  8-K (File No. 001-34482), filed on January 25, 20133.51
 
 -
 
 Forty-Sixth Amendment to Second
  Amended and Restated Agreement of Limited Partnership
 
 *of Vornado Realty L.P., dated
  April 1, 2015 - Incorporated by reference to Exhibit 3.1to Vornado Realty L.P.'s Current
  Report on Form 8-K (File No. 001-34482), filed onApril 2, 20154.1
 
 -
 
 Indenture, dated as of November
  25, 2003, between Vornado Realty L.P. and The Bank of
 
 *New York, as Trustee -
  Incorporated by reference to Exhibit 4.10 to Vornado RealtyTrust’s Quarterly Report on Form
  10-Q for the quarter ended March 31, 2005(File No. 001-11954), filed on
  April 28, 2005___________________________________________*
 
 
 Incorporated by reference.


---

4.2
 
 -
 
 Indenture, dated as of November
  20, 2006, among Vornado Realty Trust, as Issuer, Vornado
 
 *Realty L.P., as Guarantor and
  The Bank of New York, as Trustee – Incorporated byreference to Exhibit 4.1 to
  Vornado Realty Trust’s Current Report on Form 8-K(File No. 001-11954), filed on
  November 27, 2006Certain instruments defining
  the rights of holders of long-term debt securities of VornadoRealty Trust and its
  subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of RegulationS-K. Vornado Realty Trust
  hereby undertakes to furnish to the Securities and ExchangeCommission10.1
 
 -
 
 Registration Rights Agreement
  between Vornado, Inc. and Steven Roth, dated December 29,
 
 *1992 - Incorporated by reference
  to Vornado Realty Trust’s Annual Report on Form 10-Kfor the year ended December 31,
  1992 (File No. 001-11954), filed February 16, 199310.2
 **
 -
 
 Management Agreement between
  Interstate Properties and Vornado, Inc. dated July 13, 1992
 
 *- Incorporated by reference to
  Vornado, Inc.’s Annual Report on Form 10-K for the yearended December 31, 1992 (File
  No. 001-11954), filed February 16, 199310.3
 **
 -
 
 Employment Agreement, dated as
  of April 15, 1997, by and among Vornado Realty Trust,
 
 *The Mendik Company, L.P. and
  David R. Greenbaum - Incorporated by reference toExhibit 10.4 to Vornado Realty
  Trust’s Current Report on Form 8-K(File No. 001-11954), filed on
  April 30, 199710.4
 
 -
 
 Tax Reporting and Protection
  Agreement, dated December 31, 2001, by and among Vornado,
 
 *Vornado Realty L.P., Charles E.
  Smith Commercial Realty L.P. and Charles E. SmithCommercial Realty L.L.C. -
  Incorporated by reference to Exhibit 10.3 to Vornado RealtyTrust’s Current Report on Form
  8-K/A (File No. 1-11954), filed on March 18, 200210.5
 **
 -
 
 Amendment to Real Estate
  Retention Agreement, dated as of July 3, 2002, by and between
 
 *Alexander’s, Inc. and Vornado
  Realty L.P. - Incorporated by reference to Exhibit10(i)(E)(3) to Alexander’s
  Inc.’s Quarterly Report for the quarter ended June 30, 2002(File No. 001-06064), filed on
  August 7, 200210.6
 **
 -
 
 59th Street Real Estate
  Retention Agreement, dated as of July 3, 2002, by and between
 
 *Vornado Realty L.P., 731
  Residential LLC and 731 Commercial LLC - Incorporated byreference to Exhibit 10(i)(E)(4)
  to Alexander’s Inc.’s Quarterly Report for the quarterended June 30, 2002 (File No.
  001-06064), filed on August 7, 200210.7
 
 -
 
 Amended and Restated Management
  and Development Agreement, dated as of July 3, 2002,
 
 *by and between Alexander's,
  Inc., the subsidiaries party thereto and VornadoManagement Corp. - Incorporated
  by reference to Exhibit 10(i)(F)(1) to Alexander'sInc.'s Quarterly Report for the
  quarter ended June 30, 2002 (File No. 001-06064),filed on August 7, 200210.8
 **
 -
 
 Form of Vornado Realty Trust's
  2002 Omnibus Share Plan - Incorporated by reference to
 
 *Exhibit 4.2 to Vornado Realty
  Trust's Registration Statement on Form S-8(File No. 333-102216), filed on
  December 26, 2002.10.9
 **
 -
 
 Amended and Restated Employment
  Agreement between Vornado Realty Trust and Joseph
 
 *Macnow dated July 27, 2006 –
  Incorporated by reference to Exhibit 10.54 to VornadoRealty Trust’s Quarterly Report
  on Form 10-Q for the quarter ended June 30, 2006(File No. 001-11954), filed on
  August 1, 200610.10
 **
 -
 
 Amendment to Real Estate
  Retention Agreement, dated January 1, 2007, by and between
 
 *Vornado Realty L.P. and
  Alexander’s Inc. – Incorporated by reference to Exhibit 10.55to Vornado Realty Trust’s Annual
  Report on Form 10-K for the year endedDecember 31, 2006 (File No.
  001-11954), filed on February 27, 2007___________________________________________*
 
 Incorporated by reference.**
 
 Management contract or
  compensatory agreement.


---

10.11
 **
 -
 
 Amendment to 59th Street Real
  Estate Retention Agreement, dated January 1, 2007, by and
 
 *among Vornado Realty L.P., 731
  Retail One LLC, 731 Restaurant LLC, 731 Office OneLLC and 731 Office Two LLC. –
  Incorporated by reference to Exhibit 10.56 toVornado Realty Trust’s Annual
  Report on Form 10-K for the year endedDecember 31, 2006 (File No.
  001-11954), filed on February 27, 200710.12
 **
 -
 
 Employment Agreement between
  Vornado Realty Trust and Mitchell Schear, as of April 19,
 
 *2007 – Incorporated by reference
  to Exhibit 10.46 to Vornado Realty Trust’s QuarterlyReport on Form 10-Q for the
  quarter ended March 31, 2007 (File No. 001-11954),filed on May 1, 200710.13
 **
 -
 
 Amendment to Employment
  Agreement between Vornado Realty Trust and Joseph Macnow,
 
 *dated December 29, 2008. 
  Incorporated by reference to Exhibit 10.48 to Vornado RealtyTrust’s Annual Report on Form
  10-K for the year ended December 31, 2008 (File No.001-11954) filed on February
  24, 200910.14
 **
 -
 
 Amendment to Employment
  Agreement between Vornado Realty Trust and David R.
 
 *Greenbaum, dated December 29,
  2008.  Incorporated by reference to Exhibit 10.49 toVornado Realty Trust’s Annual
  Report on Form 10-K for the year ended December 31,2008 (File No. 001-11954) filed
  on February 24, 200910.15
 **
 -
 
 Amendment to Indemnification
  Agreement between Vornado Realty Trust and David R.
 
 *Greenbaum, dated December 29,
  2008.  Incorporated by reference to Exhibit 10.50 toVornado Realty Trust’s Annual
  Report on Form 10-K for the year ended December 31,2008 (File No. 001-11954) filed
  on February 24, 200910.16
 **
 -
 
 Amendment to Employment
  Agreement between Vornado Realty Trust and Mitchell N.
 
 *Schear, dated December 29,
  2008.  Incorporated by reference to Exhibit 10.51 to VornadoRealty Trust’s Annual Report on
  Form 10-K for the year ended December 31, 2008 (FileNo. 001-11954) filed on February
  24, 200910.17
 **
 -
 
 Vornado Realty Trust's 2010
  Omnibus Share Plan - Incorporated by reference to Exhibit 10.41 to
 
 *Vornado Realty Trust's Quarterly
  Report on Form 10-Q for the quarter ended June 30, 2010(File No. 001-11954) filed on
  August 3, 201010.18
 **
 -
 
 Form of Vornado Realty Trust
  2010 Omnibus Share Plan Incentive / Non-Qualified Stock Option
 
 *Agreement.  Incorporated by
  reference to Exhibit 99.1 to Vornado Realty Trust's CurrentReport on Form 8-K (File No.
  001-11954) filed on April 5, 201210.19
 **
 -
 
 Form of Vornado Realty Trust
  2010 Omnibus Share Plan Restricted Stock Agreement.
 
 *Incorporated by reference to
  Exhibit 99.2 to Vornado Realty Trust's Current Report on Form8-K (File No. 001-11954) filed
  on April 5, 201210.20
 **
 -
 
 Form of Vornado Realty Trust
  2010 Omnibus Share Plan Restricted LTIP Unit Agreement.
 
 *Incorporated by reference to
  Exhibit 99.3 to Vornado Realty Trust's Current Report on Form8-K (File No. 001-11954) filed
  on April 5, 201210.21
 **
 -
 
 Form of Vornado Realty Trust
  2012 Outperformance Plan Award Agreement.
 
 *Incorporated by reference to
  Exhibit 10.45 to Vornado Realty Trust's Annual Report on Form10-K for the year ended December
  31, 2012 (File No. 001-11954) filed on February 26, 2013___________________________________________*
 
 
 Incorporated by reference.**
 
 
 Management contract or
  compensatory agreement.


---

10.22
 **
 -
 
 Form
  of Vornado Realty Trust 2013 Outperformance Plan Award Agreement.
  Incorporated
 
 *by
  reference to Exhibit 10.50 to Vornado Realty Trust’s Quarterly Report on Form
  10-Qfor
  the quarter ended March 31, 2013 (File No. 001-11954), filed on May 6, 201310.23
 **
 -
 
 Employment
  agreement between Vornado Realty Trust and Stephen W. Theriot dated
 
 *June
  1, 2013.  Incorporated by reference to Exhibit 10.51 to Vornado Realty
  Trust’sQuarterly
  Report on Form 10-Q for the quarter ended June 30, 2013 (File No. 001-11954),filed
  on August 5, 201310.24
 **
 -
 
 Employment
  agreement between Vornado Realty Trust and Michael J. Franco dated
 
 *January
  10, 2014. Incorporated by reference to Exhibit 10.52 to Vornado Realty
  Trust'sQuarterly
  Report on Form 10-Q for the quarter ended March 31, 2014 (File No.
  001-11954),filed
  on May 5, 201410.25
 **
 -
 
 Form
  of Vornado Realty Trust 2014 Outperformance Plan Award Agreement.
  Incorporated
 
 *by
  reference to Exhibit 10.53 to Vornado Realty Trust's Quarterly Report on Form
  10-Qfor
  the quarter ended March 31, 2014 (File No. 001-11954), filed on May 5, 201410.26
 
 -
 
 Amended
  and Restated Revolving Credit Agreement dated as of September 30, 2014, by
  and
 
 *among Vornado Realty L.P. as
  Borrower, Vornado Realty Trust as General Partner, theBanks listed on the signature
  pages thereof, and JPMorgan Chase Bank N.A. asAdministrative Agent for the
  Banks. Incorporated by reference to Exhibit 10.54 toVornado Realty Trust's Quarterly
  Report on Form 10-Q for the quarter endedSeptember 30, 2014 (File No.
  001-11954), filed on November 3, 201410.27
 **
 -
 
 Form
  of Vornado Realty Trust 2016 Outperformance Plan Award Agreement.
  Incorporated by
 
 *reference
  to Exhibit 99.1 to Vornado Realty Trust’s Current Report on Form 8-K(File
  No. 001-11954), filed on January 21, 201610.28
 
 -
 
 Term
  Loan Agreement dated as of October 30, 2015, by and among Vornado Realty L.P.
  as
 
 *Borrower,
  Vornado Realty Trust as General Partner, the Banks listed on the signaturepages
  thereof, and JPMorgan Chase Bank, N.A. as Administrative Agent for the Banks.Incorporated
  by reference to Exhibit 10.32 to Vornado Realty Trust's Annual Report onForm
  10-K for the year ended December 31, 2015 (File No. 001-11954), filed onFebruary
  16, 2016.10.29
 
 -
 
 Amended
  and Restated Revolving Credit Agreement dated as of November 7, 2016, among
 
 *Vornado
  Realty L.P. as Borrower,Vornado Realty Trust as General Partner, the Bankslisted
  on the signature pages thereof, and JPMorgan Chase Bank N.A. as
  AdministrativeAgent
  for the Banks. Incorporated by reference to Exhibit 10.29 to the combined
  VornadoRealty
  Trust and Vornado Realty L.P.'s Annual Report on Form 10-K for the year endedDecember
  31, 2016 (File No. 001-11954), filed on February 13, 2017.___________________________________________*
 
 
 Incorporated by reference.**
 
 
 Management contract or
  compensatory agreement.


---

12.1
 
 -
 
 Computation of Ratios for
  Vornado Realty Trust – Incorporated by reference to Exhibit 12.1
 
 *to the combined Vornado Realty
  Trust and Vornado Realty L.P.’s Annual Report on Form10-K for the year ended December
  31, 2016 (File No. 001-11954), filed on February 13, 201712.2
 
 -
 
 Computation of Ratios for
  Vornado Realty L.P. – Incorporated by reference to Exhibit 12.2
 
 *to the combined Vornado Realty
  Trust and Vornado Realty L.P.’s Annaul Report on Form10-K for the year ended December
  31, 2016 (File No. 001-11954), filed on February 13, 201721
 
 -
 
 Subsidiaries of the Registrants
  – Incorporated by reference to Exhibit 21 to the combined
 
 *Vornado Realty Trust and Vornado
  Realty L.P.’s Annual Report on Form 10-Kfor the year ended December 31,
  2016 (File No. 001-11954), filed on February 13, 201723.1
 
 -
 
 Consent of Independent
  Registered Public Accounting Firm for Vornado Realty Trust –
 
 *Incorporated by reference to
  Exhibit 23.1 to the combined Vornado Realty Trust andVornado Realty L.P.'s Annual
  Report on Form 10-K for the year ended December 31, 2016(File No. 001-11954), filed on
  February 13, 201723.2
 
 -
 
 Consent of Independent
  Registered Public Accounting Firm for Vornado Realty L.P. –
 
 *Incorporated by reference to
  Exhibit 23.2 to the combined Vornado Realty Trust andVornado Realty L.P.'s Annual
  Report on Form 10-K for the year ended December 31, 2016(File No. 001-11954), filed on
  February 13, 201723.3
 
 -
 
 Consent of Independent
  Registered Public Accounting Firm – Ernst & Young LLP23.4
 
 -
 
 Consent of Independent
  Registered Public Accounting Firm for Vornado Realty Trust –Deloitte & Touche LLP23.5
 
 -
 
 Consent of Independent
  Registered Public Accounting Firm for Vornado Realty L.P. –Deloitte & Touche LLP31.1
 
 -
 
 Rule 13a-14 (a) Certification of
  the Chief Executive Officer of Vornado Realty Trust31.2
 
 -
 
 Rule 13a-14 (a) Certification of
  the Chief Financial Officer of Vornado Realty Trust31.3
 
 -
 
 Rule 13a-14 (a) Certification of
  the Chief Executive Officer of Vornado Realty L.P.31.4
 
 -
 
 Rule 13a-14 (a) Certification of
  the Chief Financial Officer of Vornado Realty L.P.32.1
 
 -
 
 Section 1350 Certification of
  the Chief Executive Officer of Vornado Realty Trust32.2
 
 -
 
 Section 1350 Certification of
  the Chief Financial Officer of Vornado Realty Trust32.3
 
 -
 
 Section 1350 Certification of
  the Chief Executive Officer of Vornado Realty L.P.32.4
 
 -
 
 Section 1350 Certification of
  the Chief Financial Officer of Vornado Realty L.P.99.1
 
 -
 
 Consolidated Financial
  Statements of Toys R Us, Inc., Report of Independent Registered Public
 
 *Accounting Firm thereon and
  Notes to Such Consolidated Financial Statements - Incorporatedby reference to Item 8 of Toys R
  Us, Inc.’s Annual Report on Form 10-K for the fiscal yearended January 28, 2017 (File No.
  001-11609), filed with the Securities and ExchangeCommission on April 12, 2017___________________________________________*
 
 
 Incorporated by reference.


---

101.INS
 
 -
 
 XBRL Instance Document of
  Vornado Realty Trust and Vornado Realty L.P. – Incorporated by
 
 *reference to Exhibit 101.INS to
  the combined Vornado Realty Trust and Vornado Realty L.P.'sAnnual Report on Form 10-K for
  the year ended December 31, 2016 (File No. 001-11954),filed on February 13, 2017101.SCH
 
 -
 
 XBRL Taxonomy Extension Schema
  of Vornado Realty Trust and Vornado Realty L.P. –
 
 *Incorporated by reference to
  Exhibit 101.SCH to the combined Vornado Realty Trust andVornado Realty L.P.'s Annual
  Report on Form 10-K for the year ended December 31, 2016(File No. 001-11954), filed on
  February 13, 2017101.CAL
 
 -
 
 XBRL Taxonomy Extension
  Calculation Linkbase of Vornado Realty Trust and Vornado Realty
 
 *L.P. – Incorporated by reference
  to Exhibit 101.CAL to the combined Vornado Realty Trustand Vornado Realty L.P.'s Annual
  Report on Form 10-K for the year endedDecember 31, 2016 (File No.
  001-11954), filed on February 13, 2017101.DEF
 
 -
 
 XBRL Taxonomy Extension
  Definition Linkbase of Vornado Realty Trust and Vornado Realty
 
 *L.P. – Incorporated by reference
  to Exhibit 101.DEF to the combined Vornado Realty Trustand Vornado Realty L.P.'s Annual
  Report on Form 10-K for the year endedDecember 31, 2016 (File No.
  001-11954), filed on February 13, 2017101.LAB
 
 -
 
 XBRL Taxonomy Extension Label
  Linkbase of Vornado Realty Trust and Vornado Realty L.P. –
 
 *Incorporated by reference to
  Exhibit 101.LAB to the combined Vornado Realty Trust andVornado Realty L.P.'s Annual
  Report on Form 10-K for the year ended December 31, 2016(File No. 001-11954), filed on
  February 13, 2017101.PRE
 
 -
 
 XBRL Taxonomy Extension
  Presentation Linkbase of Vornado Realty Trust and Vornado Realty
 
 *L.P. – Incorporated by reference
  to Exhibit 101.PRE to the combined Vornado Realty Trustand Vornado Realty L.P.'s Annual
  Report on Form 10-K for the year endedDecember 31, 2016 (File No.
  001-11954), filed on February 13, 2017___________________________________________*
 
 
 Incorporated by reference.


---