SPECIMEN STOCK CERTIFICATE



 



Exhibit 4.1


	 	 	 
	
    NUMBER

     V00 2886
    	 	
    SHARES

    SPECIMEN



    SEE REVERSE FOR

    CERTAIN DEFINITIONS

    

    CUSIP 92904N 10 3
    





Vornado Operating Company



INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE



THIS CERTIFICATE IS TRANSFERABLE IN CHARLOTTE,
N.C. AND NEW YORK, N.Y.




THIS CERTIFIES THAT



SPECIMEN




is the owner of



FULLY PAID AND NONASSESSABLE SHARES OF THE
COMMON STOCK, $.01 PAR VALUE, OF



VORNADO OPERATING COMPANY




transferable on the books of the Company by the holder hereof in
person or by duly authorized attorney upon surrender of this
certificate properly endorsed.



     
This certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.



     
WITNESS the facsimile seal of the Company and the facsimile
signatures of its duly authorized officers.




DATED




/s/ Steven Roth




Chairman of the Board of Directors





	 	 	 	 
	
    
    Countersigned and Registered
    

    	 	 	 
	
	
	
	


	
    WACHOVIA BANK, N.A.

(Charlotte, N.C.)
    	 
	By:	 	
    Transfer Agent

    and Registrar

    

    

    Authorized Signature
    	
    Vornado Operating Company

Corporate Seal
    





Joseph Macrow





Executive Vice President,





Finance and Administration




 






 




VORNADO OPERATING COMPANY


   
The following abbreviations, when used in the
inscription on the face of this certificate, shall be construed
as though they were written out in full according to applicable
laws or regulations:




	 	 	 	 	 	 	 
	
    TEN COM

    TEN ENT

    JT TEN
    	 	
    —

    —

    —
    	 	
    as tenants in common

    as tenants by the entireties

    as joint tenants with right of survivorship and not as
    tenants in common
    	 	
    UNIF GIFT MIN ACT — ______________
Custodian ______________

    (Cust)
                              (Minor)


    under Uniform Gifts to Minors


    Act ____________________________

(State)

    





Additional abbreviations may also be used though
not in the above list.




For value
received,                     hereby
sell, assign and transfer unto



PLEASE INSERT SOCIAL SECURITY OR OTHER




IDENTIFYING NUMBER OF ASSIGNEE










(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)

















shares of the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint





Attorney
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.



Dated 








		
	
    NOTICE: 	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
    WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
    EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
    WHATEVER.
    




The securities represented by this certificate
are subject to restrictions on ownership and transfer. Except as
otherwise provided pursuant to the Certificate of Incorporation
of the Corporation, no Person (other than certain Persons
described in the Certificate of Incorporation, who are subject
to a higher limit of 6.7% or 9.9%, depending upon their
particular circumstances) may Beneficially Own Shares in excess
of 4.9% of the number or value of the outstanding Shares of any
class or series of the Common Stock or Preferred Stock of the
Corporation. Any Person who attempts or proposes to Beneficially
Own Shares in excess of the ownership and transfer limitations
must notify the Corporation in writing at least 15 days
prior to such proposed or attempted Transfer. All capitalized
terms in this legend have the meanings defined in the
Certificate of Incorporation of the Corporation, a copy of
which, including the restrictions on ownership and transfer,
will be furnished to each shareholder on request and without
charge. If the restrictions on ownership or transfer are
violated, the securities represented hereby which are in excess
of the applicable ownership limitation will be designated and
treated as Excess Shares which will be held in trust by the
Excess Share Trustee for the benefit of the Charitable
Beneficiary.




Until the Separation Time (as defined in the
Rights Agreement referred to below), this certificate also
evidences and entitles the holder hereof to certain Rights as
set forth in a Rights Agreement, dated as of May 29, 2002
(as such may be amended from time to time, the “Rights
Agreement”), between Vornado Operating Company (the
“Company”) and Wachovia Bank National Association, as
Rights Agent, the terms of which are hereby incorporated herein
by reference and a copy of which is on file at the principal
executive offices of the Company. Under certain circumstances,
as set forth in the Rights Agreement, such Rights may be
redeemed, may become rights to receive, upon due exercise, cash
or securities, may at the Company’s option be exchanged for
cash or securities, may expire, may never become exercisable or
exchangeable, may become void (if they are “Beneficially
Owned” by an “Acquiring Person” or an Affiliate
or Associate thereof, as such terms are defined in the Rights
Agreement, or by any transferee of any of the foregoing) or may
be evidenced by separate certificates and may no longer be
evidenced by this certificate. The Company will mail or arrange
for the mailing of a copy of the Rights Agreement to the holder
of this certificate without charge after the receipt of a
written request therefor.