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EXHIBIT INDEX ON PAGE 21

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2003

or

|  |  |                                                                                          
|- |  | -----------------------------------------------------------------------------------------
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from:                   to

Commission File Number: 1-6064

ALEXANDERS, INC.

---

(Exact name of registrant as specified in its charter)


|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 51-0100517                             
|                                                              
|(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

---

(Registrants telephone number, including area code)




(Former name, former address and former fiscal year, if changed since last report)

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.

x Yes     o No

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

x Yes     o No

As of July 25, 2003, there were 5,000,850 shares of common stock, par value $1
per share outstanding.





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TABLE OF CONTENTS



|                                                 |                                                                                               |                                                        |  |  |  |  |  | 
|------------------------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------------------ |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION                   
|                                                 | Item 1. Financial Statements                                                                 
|                                                 |                                                                                               | CONSOLIDATED BALANCE SHEETS                           
|                                                 |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)     
|                                                 |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)     
|                                                 |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|                                                 | 6. (LOSS) INCOME PER SHARE                                                                   
|                                                 |                                                                                               | INDEPENDENT ACCOUNTANTS REPORT                       
|                                                 | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                 | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                                 | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                      
|                                                 | Item 1. Legal Proceedings                                                                    
|                                                 | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                                 | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                                      
|EXHIBIT INDEX                                   
|LETTER REGARDING UNAUDITED INTERIM FINANCIALS   
|CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER    
|CERTIFICATION OF THE CHIEF FINANCIAL OFFICER    
|906 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
|906 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER



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ALEXANDERS, INC. AND SUBSIDIARIES
INDEX

|              |         |                        |                                                                                       |                                                                                                                      |  |             |    | 
|------------- | ------- | ---------------------- | ------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- |  | ----------- | -- | 
|              |         |                        |                                                                                       |                                                                                                                      |  | Page Number
|              |         |                        |                                                                                       |                                                                                                                      |  |            
|PART I.       |         | Financial Information: |                                                                                       |                                                                                                                      |  |            
|              | Item 1. |                        | Financial Statements:                                                                 |                                                                                                                      |  |             |   
|              |         |                        |                                                                                       | Consolidated Balance Sheets as of
June 30, 2003 (unaudited) and December 31, 2002                                    |  |             | 3  | 
|              |         |                        |                                                                                       | Consolidated Statements of Operations (unaudited) for the
Three and Six Months Ended June 30, 2003 and June 30, 2002 |  |             | 4  | 
|              |         |                        |                                                                                       | Consolidated Statements of Cash Flows (unaudited) for the
Six Months Ended June 30, 2003 and June 30, 2002           |  |             | 5  | 
|              |         |                        |                                                                                       | Notes to Consolidated Financial Statements (unaudited)                                                               |  |             | 6  | 
|              |         |                        |                                                                                       | Independent Accountants Report                                                                                      |  |             | 12 | 
|              | Item 2. |                        | Managements Discussion and Analysis of
Financial Condition and Results of Operations |                                                                                                                      |  | 13          |   
|              | Item 3. |                        | Quantitative and Qualitative Disclosures about Market Risk                            |                                                                                                                      |  | 17          |   
|              | Item 4. |                        | Control and Procedures                                                                |                                                                                                                      |  | 18          |   
|PART II.      |         | Other Information:     |                                                                                       |                                                                                                                      |  |            
|              | Item 1. |                        | Legal Proceedings                                                                     |                                                                                                                      |  | 19          |   
|              | Item 4. |                        | Submission of Matters to a Vote of Security Holders                                   |                                                                                                                      |  | 19          |   
|              | Item 6. |                        | Exhibits and Reports on Form 8-K                                                      |                                                                                                                      |  | 19          |   
|Signatures    |         |                        | 20                                                                                    |                                                                                                                     
|Exhibit Index |         |                        | 21                                                                                    |                                                                                                                     

2



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##### Table of Contents









PART I. FINANCIAL INFORMATION

Item 1.Financial Statements




ALEXANDERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(amounts in thousands except share amounts)

|                                                                                                               |                                                                                                   |       |         |             |         |              |         |         |         | 
|-------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | ----- | ------- | ----------- | ------- | ------------ | ------- | ------- | ------- | 
|                                                                                                               |                                                                                                   |       |         | June 30,    |         | December 31,
|                                                                                                               |                                                                                                   |       |         | 2003        |         | 2002        
|                                                                                                               |                                                                                                   |       |         |             |         |             
|                                                                                                               |                                                                                                   |       |         | (Unaudited) |         |              |         |        
|ASSETS:                                                                                                        |                                                                                                   |       |         |             |         |              |         |        
|Real estate, at cost:                                                                                          |                                                                                                   |       |         |             |         |              |         |        
|                                                                                                               | Land                                                                                              |       | $       | 90,768      |         |              | $       | 90,768  |        
|                                                                                                               | Buildings, leaseholds and leasehold improvements                                                  |       |         | 173,368     |         |              |         | 173,368 |        
|                                                                                                               | Construction in progress (including Vornado Realty
Trust (Vornado) fees of $20,140 and $13,325) |       |         | 453,060     |         |              |         | 315,781 |        
|                                                                                                               | Air rights acquired for Lexington Avenue Development                                              |       |         | 17,531      |         |              |         | 17,531  |        
|                                                                                                               |                                                                                                   |       |         |             |         |              |         |        
|                                                                                                               |                                                                                                   | Total |         |             | 734,727 |              |         |         | 597,448 | 
|                                                                                                               | Less accumulated depreciation and amortization                                                    |       |         | (58,145     | )       |              |         | (55,975 | )      
|                                                                                                               |                                                                                                   |       |         |             |         |              |         |        
|                                                                                                               | Real estate, net                                                                                  |       |         | 676,582     |         |              |         | 541,473 |        
|Asset held for sale                                                                                            |                                                                                                   |       | 1,502   |             |         |              | 1,502   |        
|Cash and cash equivalents                                                                                      |                                                                                                   |       | 23,302  |             |         |              | 45,239  |        
|Restricted cash                                                                                                |                                                                                                   |       | 3,799   |             |         |              | 2,425   |        
|Accounts receivable, net of allowance for doubtful accounts
of $233 and $96                                    |                                                                                                   |       | 1,957   |             |         |              | 2,508   |        
|Receivable arising from the straight-lining of rents                                                           |                                                                                                   |       | 21,679  |             |         |              | 20,670  |        
|Deferred lease and other property costs (including unamortized
leasing fees to Vornado of $14,527 and $14,837) |                                                                                                   |       | 27,105  |             |         |              | 27,765  |        
|Deferred debt expense                                                                                          |                                                                                                   |       | 12,703  |             |         |              | 14,619  |        
|Other assets                                                                                                   |                                                                                                   |       | 6,425   |             |         |              | 8,711   |        
|                                                                                                               |                                                                                                   |       |         |             |         |              |         |        
|TOTAL ASSETS                                                                                                   |                                                                                                   | $     | 775,054 |             |         | $            | 664,912 |        
|                                                                                                               |                                                                                                   |       |         |             |         |              |         |        
|LIABILITIES AND STOCKHOLDERS EQUITY:                                                                          |                                                                                                   |       |         |             |         |              |         |        
|Debt (including $124,000 and $119,000 due to Vornado)                                                          |                                                                                                   | $     | 634,907 |             |         | $            | 543,807 |        
|Amounts due to Vornado                                                                                         |                                                                                                   |       | 17,071  |             |         |              | 11,294  |        
|Accounts payable and accrued expenses                                                                          |                                                                                                   |       | 40,028  |             |         |              | 36,895  |        
|Other liabilities                                                                                              |                                                                                                   |       | 13,975  |             |         |              | 4,251   |        
|                                                                                                               |                                                                                                   |       |         |             |         |              |         |        
|TOTAL LIABILITIES                                                                                              |                                                                                                   |       | 705,981 |             |         |              | 596,247 |        
|                                                                                                               |                                                                                                   |       |         |             |         |              |         |        
|COMMITMENTS AND CONTINGENCIES                                                                                  |                                                                                                   |       |         |             |         |              |         |        
|STOCKHOLDERS EQUITY:                                                                                          |                                                                                                   |       |         |             |         |              |         |        
|Preferred stock: no par value; authorized, 3,000,000 shares;
issued, none                                      |                                                                                                   |       |        |             |         |              |        |        
|Common stock: $1.00 par value per share; authorized,
10,000,000 shares; issued, 5,173,450 shares               |                                                                                                   |       | 5,174   |             |         |              | 5,174   |        
|Additional paid-in capital                                                                                     |                                                                                                   |       | 24,843  |             |         |              | 24,843  |        
|Retained earnings                                                                                              |                                                                                                   |       | 40,016  |             |         |              | 39,608  |        
|                                                                                                               |                                                                                                   |       |         |             |         |              |         |        
|                                                                                                               |                                                                                                   |       | 70,033  |             |         |              | 69,625  |        
|Less treasury shares, 172,600 shares at cost                                                                   |                                                                                                   |       | (960    | )           |         |              | (960    | )      
|                                                                                                               |                                                                                                   |       |         |             |         |              |         |        
|Total stockholders equity                                                                                     |                                                                                                   |       | 69,073  |             |         |              | 68,665  |        
|                                                                                                               |                                                                                                   |       |         |             |         |              |         |        
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                     |                                                                                                   | $     | 775,054 |             |         | $            | 664,912 |        
|                                                                                                               |                                                                                                   |       |         |             |         |              |         |        

See notes to consolidated financial statements.

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ALEXANDERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(amounts in thousands except per share amounts)

|                        |                                                  |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |        |   |        |      |        |   |         |     | 
|----------------------- | ------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | - | -------------------- | ---- | ------------------ | - | ------ | ---- | ------ | - | ------ | ---- | ------ | - | ------- | --- | 
|                        |                                                  |                                                                                                                                         |                         |   | For The Three Months |      | For The Six Months
|                        |                                                  |                                                                                                                                         |                         |   | Ended June 30,       |      | Ended June 30,    
|                        |                                                  |                                                                                                                                         |                         |   |                      |      |                   
|                        |                                                  |                                                                                                                                         |                         |   | 2003                 |      | 2002               |   | 2003   |      | 2002  
|                        |                                                  |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |       
|REVENUES:               |                                                  |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |        |   |        |      |        |  
|                        |                                                  | Property rentals                                                                                                                        |                         | $ | 12,805               |      |                    | $ | 12,636 |      |        | $ | 25,477 |      |        | $ | 25,041  |    
|                        |                                                  | Expense reimbursements                                                                                                                  |                         |   | 7,193                |      |                    |   | 5,967  |      |        |   | 14,089 |      |        |   | 12,284  |    
|                        |                                                  |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |        |   |        |      |        |  
|Total revenues          |                                                  |                                                                                                                                         | 19,998                  |   |                      |      | 18,603             |   |        |      | 39,566 |   |        |      | 37,325 |  
|                        |                                                  |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |        |   |        |      |        |  
|EXPENSES:               |                                                  |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |        |   |        |      |        |  
|                        |                                                  | Operating (including management fees to Vornado
of $368 and $353 in each three month period and
$731 and $719 in each six month period) |                         |   | 8,727                |      |                    |   | 7,436  |      |        |   | 17,640 |      |        |   | 14,306  |    
|                        |                                                  | General and administrative (including management
fees to Vornado of $540 and $1,080 in each
three and six month period)                 |                         |   | 10,940               |      |                    |   | 5,169  |      |        |   | 11,863 |      |        |   | 6,034   |    
|                        |                                                  | Depreciation and amortization                                                                                                           |                         |   | 1,649                |      |                    |   | 1,620  |      |        |   | 3,256  |      |        |   | 3,232   |    
|                        |                                                  |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |        |   |        |      |        |  
|Total expenses          |                                                  |                                                                                                                                         | 21,316                  |   |                      |      | 14,225             |   |        |      | 32,759 |   |        |      | 23,572 |  
|                        |                                                  |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |        |   |        |      |        |  
|OPERATING (LOSS) INCOME |                                                  |                                                                                                                                         | (1,318                  | ) |                      |      | 4,378              |   |        |      | 6,807  |   |        |      | 13,753 |  
|                        |                                                  | Interest and debt expense
(including interest on loans from Vornado)                                                                    |                         |   | (3,059               | )    |                    |   | (6,156 | )    |        |   | (6,259 | )    |        |   | (12,734 | )  
|                        |                                                  | Interest and other income, net                                                                                                          |                         |   | 170                  |      |                    |   | 535    |      |        |   | 293    |      |        |   | 1,202   |    
|                        |                                                  |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |        |   |        |      |        |  
|                        |                                                  | (Loss) income from continuing operations                                                                                                |                         |   | (4,207               | )    |                    |   | (1,243 | )    |        |   | 841    |      |        |   | 2,221   |    
|                        |                                                  | (Loss) income from discontinued operations                                                                                              |                         |   | (189                 | )    |                    |   | 110    |      |        |   | (433   | )    |        |   | 177     |    
|                        |                                                  |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |        |   |        |      |        |  
|NET (LOSS) INCOME       |                                                  | $                                                                                                                                       | (4,396                  | ) |                      | $    | (1,133             | ) |        | $    | 408    |   |        | $    | 2,398  |  
|                        |                                                  |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |        |   |        |      |        |  
|                        | Net (loss) income per share (basic and diluted): |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |        |   |        |      |        |   |        
|                        |                                                  |                                                                                                                                         | Continuing operations   |   | $                    | (.84 | )                  |   | $      | (.25 | )      |   | $      | .17  |        |   | $       | .44 | 
|                        |                                                  |                                                                                                                                         | Discontinued operations |   |                      | (.04 | )                  |   |        | .02  |        |   |        | (.09 | )      |   |         | .04 | 
|                        |                                                  |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |        |   |        |      |        |  
|                        |                                                  |                                                                                                                                         | Net (loss) income       |   | $                    | (.88 | )                  |   | $      | (.23 | )      |   | $      | .08  |        |   | $       | .48 | 
|                        |                                                  |                                                                                                                                         |                         |   |                      |      |                    |   |        |      |        |   |        |      |        |  

See notes to consolidated financial statements.

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ALEXANDERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(amounts in thousands)

|                                                                                                                    |                                                               |   |                          |          |      |   |         |         |  
|------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------- | - | ------------------------ | -------- | ---- | - | ------- | ------- | -
|                                                                                                                    |                                                               |   | For The Six Months Ended
|                                                                                                                    |                                                               |   | June 30,                
|                                                                                                                    |                                                               |   |                         
|                                                                                                                    |                                                               |   | 2003                     |          | 2002
|                                                                                                                    |                                                               |   |                          |          |     
|Cash Flows From Operating Activities:                                                                               |                                                               |   |                          |          |      |   |         |        
|Income from continuing operations                                                                                   |                                                               | $ | 841                      |          |      | $ | 2,221   |        
|Adjustments to reconcile income from continuing operations to net cash
provided by continuing operating activities: |                                                               |   |                          |          |      |   |         |        
|                                                                                                                    | Depreciation and amortization (including debt issuance costs) |   |                          | 5,172    |      |   |         | 3,620   |  
|                                                                                                                    | Straight-lining of rental income                              |   |                          | (1,009   | )    |   |         | (1,524  | )
|                                                                                                                    | Stock appreciation rights compensation expense                |   |                          | 9,923    |      |   |         | 4,236   |  
|Change in assets and liabilities:                                                                                   |                                                               |   |                          |          |      |   |         |        
|                                                                                                                    | Accounts receivable                                           |   |                          | 551      |      |   |         | 131     |  
|                                                                                                                    | Amounts due to Vornado                                        |   |                          | (662     | )    |   |         | (2,725  | )
|                                                                                                                    | Accounts payable and accrued expenses                         |   |                          | (121     | )    |   |         | (4,465  | )
|                                                                                                                    | Other liabilities                                             |   |                          | (200     | )    |   |         | 1,455   |  
|                                                                                                                    | Other                                                         |   |                          | 1,860    |      |   |         | (2,507  | )
|                                                                                                                    |                                                               |   |                          |          |      |   |         |        
|Net cash provided by continuing operating activities                                                                |                                                               |   | 16,355                   |          |      |   | 442     |        
|                                                                                                                    |                                                               |   |                          |          |      |   |         |        
|(Loss) income from discontinued operations                                                                          |                                                               |   | (433                     | )        |      |   | 177     |        
|                                                                                                                    | Depreciation and amortization                                 |   |                          |         |      |   |         | 62      |  
|                                                                                                                    |                                                               |   |                          |          |      |   |         |        
|Net cash (used in) provided by discontinued operations                                                              |                                                               |   | (433                     | )        |      |   | 239     |        
|                                                                                                                    |                                                               |   |                          |          |      |   |         |        
|Net cash provided by operating activities                                                                           |                                                               |   | 15,922                   |          |      |   | 681     |        
|                                                                                                                    |                                                               |   |                          |          |      |   |         |        
|Cash Flows From Investing Activities:                                                                               |                                                               |   |                          |          |      |   |         |        
|                                                                                                                    | Additions to real estate                                      |   |                          | (127,585 | )    |   |         | (34,903 | )
|                                                                                                                    | Cash restricted for operating liabilities                     |   |                          | (5,495   | )    |   |         | (4,479  | )
|                                                                                                                    | Restricted cash made available for operating liabilities      |   |                          | 4,121    |      |   |         | 4,233   |  
|                                                                                                                    |                                                               |   |                          |          |      |   |         |        
|Net cash used in investing activities                                                                               |                                                               |   | (128,959                 | )        |      |   | (35,149 | )      
|                                                                                                                    |                                                               |   |                          |          |      |   |         |        
|Cash Flows From Financing Activities:                                                                               |                                                               |   |                          |          |      |   |         |        
|                                                                                                                    | Issuance of debt (including $5,000 from Vornado)              |   |                          | 92,457   |      |   |         |        |  
|                                                                                                                    | Debt repayments                                               |   |                          | (1,357   | )    |   |         | (1,261  | )
|                                                                                                                    | Deferred debt expense                                         |   |                          |         |      |   |         | (86     | )
|                                                                                                                    |                                                               |   |                          |          |      |   |         |        
|Net cash provided by (used in) financing activities                                                                 |                                                               |   | 91,100                   |          |      |   | (1,347  | )      
|                                                                                                                    |                                                               |   |                          |          |      |   |         |        
|Net decrease in cash and cash equivalents                                                                           |                                                               |   | (21,937                  | )        |      |   | (35,815 | )      
|Cash and cash equivalents at beginning of period                                                                    |                                                               |   | 45,239                   |          |      |   | 135,258 |        
|                                                                                                                    |                                                               |   |                          |          |      |   |         |        
|Cash and cash equivalents at end of period                                                                          |                                                               | $ | 23,302                   |          |      | $ | 99,443  |        
|                                                                                                                    |                                                               |   |                          |          |      |   |         |        
|Supplemental Disclosure of Cash Flow Information:                                                                   |                                                               |   |                          |          |      |   |         |        
|Cash payments for interest (of which $18,120 and $9,562
have been capitalized)                                      |                                                               | $ | 22,367                   |          |      | $ | 23,499  |        
|                                                                                                                    |                                                               |   |                          |          |      |   |         |        

See notes to consolidated financial statements.

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ALEXANDERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Balance Sheet as of June 30, 2003, the Consolidated
Statements of Operations for the three and six months ended June 30, 2003 and
2002, and the Consolidated Statements of Cash Flows for the six months ended
June 30, 2003 and 2002 are unaudited. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows
have been made. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted in accordance with Article 10 of Regulation S-X and the instructions to
Form 10-Q. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Alexanders, Inc. and Subsidiaries (collectively, the
Company) Annual Report on Form 10-K for the year ended December 31, 2002 as
filed with the Securities and Exchange Commission. The results of operations
for the three and six months ended June 30, 2003 are not necessarily indicative
of the operating results for the full year.

The accompanying consolidated financial statements include the accounts of
Alexanders Inc. and its subsidiaries. All significant intercompany amounts
have been eliminated. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could
differ from those estimates.

In accordance with Statement of Financial Accounting Standards (SFAS)
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
effective January 1, 2002, the Company reclassified its statements of
operations to reflect revenue and expenses for properties which are held for
sale or sold during 2002 and thereafter as discontinued operations.

2. RELATIONSHIP WITH VORNADO REALTY TRUST (Vornado)

Vornado owns 33.1% of the Companys Common Stock as of June 30, 2003.
Steven Roth is Chief Executive Officer and a director of the Company, the
Managing General Partner of Interstate Properties (Interstate) and the
Chairman of the Board and Chief Executive Officer of Vornado. At June 30,
2003, Mr. Roth, Interstate and the other two general partners of Interstate,
David Mandelbaum and Russell B. Wight, Jr. (who are also directors of the
Company and trustees of Vornado) owned, in the aggregate, 27.5% of the
outstanding common stock of the Company in addition to the common stock owned
directly by Vornado, and 12.5% of the outstanding common shares of beneficial
interest of Vornado.

The Company is managed by and its properties are leased by Vornado
pursuant to management, leasing and development agreements with one-year terms
expiring in March of each year, which are automatically renewable. In
conjunction with the closing of the Lexington Avenue construction loan on July
3, 2002 (see Note 4), these agreements were bifurcated to cover the Companys
Lexington Avenue property separately. Further, the management and development
agreements with Vornado were amended to provide for a term lasting until
substantial completion of the property, with automatic renewals, and for the
payment of the development fee upon the earlier of January 3, 2006 or the
payment in full of the construction loan encumbering the property.

Pursuant to this construction loan, Vornado has agreed to guarantee, among
other things, the lien free, timely completion of the construction of the
Lexington Avenue project and funding of project costs in excess of a stated
loan budget, if not funded by the Company (the Completion Guarantee). The
$6,300,000 estimated fee payable by the Company to Vornado for the Completion
Guarantee is 1% of construction costs (as defined) and is due at the same time
that the development fee is due. In addition, if Vornado should advance any
funds under the Completion Guarantee in excess of the $26,000,000 which was
available at July 3, 2002, under the line of credit, discussed below, interest
on those advances would be at 15% per annum.

6



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ALEXANDERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The other fees payable by the Company to Vornado consist of (i) an annual
management fee of $3,000,000 plus 3% of the gross income from the Kings Plaza
Mall, (ii) a development fee equal to 6% of development costs, as defined, with
a minimum guaranteed fee of $750,000 per annum, and (iii) a leasing fee. The
development fee for the Lexington Avenue project is estimated to be
approximately $26,300,000. At June 30, 2003, the Company owed Vornado
$13,037,000 in development fees. The leasing fee to Vornado is equal to (i) 3%
of the gross proceeds, as defined, from the sale of an asset and (ii) in the
event of a lease or sublease of an asset, 3% of lease rent for the first ten
years of a lease term, 2% of lease rent for the eleventh through the twentieth
years of a lease term and 1% of lease rent for the twenty-first through
thirtieth year of a lease term, subject to the payment of rents by tenants.
Such amounts is payable annually in an amount not to exceed $2,500,000, until
the present value of such installments (calculated at a discount rate of 9% per
annum) equals the amount that would have been paid had it been paid at the time
the transactions which gave rise to the commissions occurred. Pursuant to the
leasing agreement, in the event third-party real estate brokers are used, the
fees to Vornado increase by 1% and Vornado is responsible for the fees to the
third-party real estate brokers.

The following table shows the total amounts accrued under the above
mentioned agreements.

|                                                               |  |                      |       |                    |  |      |       |      |  |   |       |  |  |   |       | 
|-------------------------------------------------------------- |  | -------------------- | ----- | ------------------ |  | ---- | ----- | ---- |  | - | ----- |  |  | - | ----- | 
|                                                               |  | For The Three Months |       | For The Six Months
|                                                               |  | Ended June 30,       |       | Ended June 30,    
|                                                               |  |                      |       |                   
|(amounts in thousands)                                         |  | 2003                 |       | 2002               |  | 2003 |       | 2002
|                                                               |  |                      |       |                    |  |      |       |     
|Management fee                                                 |  | $                    | 908   |                    |  | $    | 893   |      |  | $ | 1,811 |  |  | $ | 1,799 | 
|Development fee,
guarantee fee and
rent for development
office |  |                      | 3,578 |                    |  |      | 1,870 |      |  |   | 6,948 |  |  |   | 3,292 | 
|Leasing and other fees                                         |  |                      | 90    |                    |  |      | 744   |      |  |   | 625   |  |  |   | 1,511 | 
|                                                               |  |                      |       |                    |  |      |       |      |  |   |       |  |  |   |       | 
|                                                               |  | $                    | 4,576 |                    |  | $    | 3,507 |      |  | $ | 9,384 |  |  | $ | 6,602 | 
|                                                               |  |                      |       |                    |  |      |       |      |  |   |       |  |  |   |       | 

At June 30, 2003, the Company was indebted to Vornado in the amount of
$124,000,000 comprised of (i) $95,000,000 financing, and (ii) $29,000,000 under
a $50,000,000 line of credit (which carries a 1% unused commitment fee). The
interest rate on the loan and line of credit is 12.48% and the maturity has
been extended to the earlier of January 3, 2006 or the date the Lexington
Avenue construction loan is repaid in full. The interest rate on the loan and
the line of credit will reset quarterly using a
Treasury index (with a 3% floor) plus the same spread to treasuries as
previously existed. The Company incurred interest on its loans from Vornado of
$3,837,000 and $3,820,000 in the three months ended June 30, 2003 and 2002, and
$7,615,000 and $7,902,000 in the six months ended June 30, 2003 and 2002. At
June 30, 2003, $21,000,000 was available under the line of credit.

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ALEXANDERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

3. DEBT

Below is a summary of the Companys outstanding debt.

|                                                                                   |  |              |  |               |       |          |  |               |         |  |  |   |         | 
|---------------------------------------------------------------------------------- |  | ------------ |  | ------------- | ----- | -------- |  | ------------- | ------- |  |  | - | ------- | 
|                                                                                   |  |              |  |               |       |          |  | Balance as of
|                                                                                   |  |              |  | Interest Rate |       |         
|                                                                                   |  |              |  | as of June    |       | June 30, |  | December 31, 
|                                                                                   |  | Maturity     |  | 30, 2003      |       | 2003     |  | 2002         
|(amounts in thousands)                                                             |  |              |  |               |       |          |  |              
|Term loan to Vornado                                                               |  | January
2006 |  |               | 12.48 | %        |  | $             | 124,000 |  |  | $ | 119,000 | 
|First mortgage loan, secured by
the Companys Kings Plaza
Regional Shopping Center |  | June
2011    |  |               | 7.46  | %        |  |               | 217,950 |  |  |   | 219,307 | 
|First mortgage loan, secured by
the Companys Rego Park I
Shopping Center          |  | May
2009     |  |               | 7.25  | %        |  |               | 82,000  |  |  |   | 82,000  | 
|First mortgage loan, secured by the
Companys Paramus Property                     |  | October
2011 |  |               | 5.92  | %        |  |               | 68,000  |  |  |   | 68,000  | 
|Construction loan, secured by the
Companys Lexington Avenue
Property              |  | January
2006 |  |               | 3.62  | %        |  |               | 142,957 |  |  |   | 55,500  | 
|                                                                                   |  |              |  |               |       |          |  |               |         |  |  |   |         | 
|                                                                                   |  |              |  |               |       |          |  | $             | 634,907 |  |  | $ | 543,807 | 
|                                                                                   |  |              |  |               |       |          |  |               |         |  |  |   |         | 

The scheduled principal repayments for the next five years and thereafter
are as follows:

(amounts in thousands)

|                         |  |                     |         | 
|------------------------ |  | ------------------- | ------- | 
|Year Ending December 31, |  | As of June 30, 2003
|                         |  |                    
|2003                     |  |                     | $1,364  | 
|2004                     |  |                     | 3,226   | 
|2005                     |  |                     | 3,895   | 
|2006                     |  |                     | 271,155 | 
|2007                     |  |                     | 4,526   | 
|Thereafter               |  |                     | 350,741 | 

4. LEXINGTON AVENUE

The development plans at Lexington Avenue consist of an approximately 1.3
million square foot multi-use building. The building will contain
approximately 154,000 net rentable square feet of retail space (45,000 square
feet of which has been leased to Hennes & Mauritz), approximately 878,000 net
rentable square feet of office space (695,000 square feet of which has been
leased to Bloomberg L.P.) and approximately 248,000 net saleable square feet of
residential space consisting of condominium units (through a taxable REIT
subsidiary). Construction is expected to be completed in 2005. On July 3,
2002 the Company finalized a $490,000,000 loan with HVB Real Estate Capital
(Hypo Vereinsbank) (the Construction Loan) to finance the construction of the
Lexington Avenue property. The estimated construction costs in excess of the
Construction Loan of approximately $140,000,000 have been provided by the
Company. The Construction Loan has an interest rate of LIBOR plus 2.5%
(currently 3.62%) and a term of forty-two months subject to two one-year
extensions. The Company has received funding of $142,957,000 under the
Construction Loan as of June 30, 2003. Of the total construction budget of
$630,000,000, $300,800,000 has been expended through June 30, 2003 and an
additional $117,400,000 has been committed.

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ALEXANDERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Pursuant to the Construction Loan, Vornado has agreed to guarantee, among
other things, the lien free, timely completion of the construction of the
project and funding of project costs in excess of a stated loan budget, if not
funded by the Company.

There can be no assurance that the Lexington Avenue project ultimately
will be completed, completed on time or completed for the budgeted amount.
Further, the Company may need additional financing for the project, which may
involve equity, debt, joint ventures and asset sales, and which may involve
arrangements with Vornado. If the project is not completed on a timely basis,
the Bloomberg L.P. lease may be cancelled and significant penalties may apply.

5. COMMITMENTS AND CONTINGENCIES

The Companys debt instruments, consisting of mortgage loans secured by
its properties (which are generally non-recourse to the Company), contain
customary covenants requiring the Company to maintain insurance. There can be
no assurance that the lenders under these instruments will not take the
position that because the Companys current all risk insurance policies differ
from policies in effect prior to September 11, 2001 as to coverage for
terrorist acts, there are breaches of these debt instruments that allow the
lenders to declare an event of default and accelerate repayment of the debt.
In addition, if lenders insist on coverage for these risks, as it existed prior
to September 11, 2001, it could adversely affect the Companys ability to
finance and/or refinance its properties, including the construction of its
Lexington Avenue development property.

In June 1997, the Kings Plaza Regional Shopping Center (the Center)
commissioned an Environmental Study and Contamination Assessment Site
Investigation (the Phase II Study) to evaluate and delineate environmental
conditions disclosed in a Phase I study. The results of the Study indicate the
presence of petroleum and bis (2-ethylhexyl) phthalate contamination in the
soil and groundwater. The Company has delineated the contamination and has
developed a remediation approach, which is ongoing. The New York State
Department of Environmental Conservation (NYDEC) has approved a portion of
the remediation approach. The Company accrued $2,675,000 in previous years, of
which $2,215,000 has been paid as of June 30, 2003, for its estimated
obligation with respect to the clean up of the site, which includes costs of
(i) remedial investigation, (ii) feasibility study, (iii) remedial design, (iv)
remedial action and (v) professional fees. If the NYDEC insists on a more
extensive remediation approach, the Company could incur additional obligations.

The Company believes the majority of the contamination may have resulted
from activities of third parties; however, the sources of the contamination
have not been fully identified. Although the Company is pursuing claims
against potentially responsible third parties, there can be no assurance that
such parties will be identified, or if identified, whether these third parties
will be solvent. In addition, the costs associated with pursuing responsible
parties may be cost prohibitive. The Company has not recorded an asset as of
June 30, 2003 for possible recoveries of environmental remediation costs from
potentially responsible third parties.

Neither the Company nor any of its subsidiaries is a party to, nor is
their property the subject of, any material pending legal proceeding other than
routine litigation incidental to their businesses. The Company believes that
these legal actions will not be material to the Companys financial condition
or results of operations.

Letters of Credit

Approximately $8,100,000 in standby letters of credit were issued at June
30, 2003.

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##### Table of Contents



ALEXANDERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)




6. (LOSS) INCOME PER SHARE

The
following table sets forth the computation of basic and diluted
(loss) income
per share:

|                                                |                                                                                                                         |      |                      |        |                    |      |   |        |   |  |   |       |   |  |   |       | 
|----------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | ---- | -------------------- | ------ | ------------------ | ---- | - | ------ | - |  | - | ----- | - |  | - | ----- | 
|                                                |                                                                                                                         |      | For The Three Months |        | For The Six Months
|                                                |                                                                                                                         |      | Ended June 30,       |        | Ended June 30,    
|                                                |                                                                                                                         |      |                      |        |                   
|(amounts in thousands except per share amounts) |                                                                                                                         | 2003 |                      | 2002   |                    | 2003 |   | 2002  
|                                                |                                                                                                                         |      |                      |        |                    |      |   |       
|Numerator:                                      |                                                                                                                         |      |                      |        |                    |      |   |        |   |  |   |       |   |  |   |      
|                                                | (Loss) income from continuing operations                                                                                |      | $                    | (4,207 | )                  |      | $ | (1,243 | ) |  | $ | 841   |   |  | $ | 2,221 | 
|                                                | (Loss) income from discontinued operations                                                                              |      |                      | (189   | )                  |      |   | 110    |   |  |   | (433  | ) |  |   | 177   | 
|                                                |                                                                                                                         |      |                      |        |                    |      |   |        |   |  |   |       |   |  |   |       | 
|                                                | Net (loss) income                                                                                                       |      | $                    | (4,396 | )                  |      | $ | (1,133 | ) |  | $ | 408   |   |  | $ | 2,398 | 
|                                                |                                                                                                                         |      |                      |        |                    |      |   |        |   |  |   |       |   |  |   |       | 
|Denominator:                                    |                                                                                                                         |      |                      |        |                    |      |   |        |   |  |   |       |   |  |   |      
|                                                | Denominator for basic (loss) income per
share  weighted average shares                                                 |      |                      | 5,001  |                    |      |   | 5,001  |   |  |   | 5,001 |   |  |   | 5,001 | 
|                                                | Effect of dilutive securities:                                                                                          |      |                      |        |                    |      |   |        |   |  |   |       |   |  |   |       | 
|                                                | Employee stock options                                                                                                  |      |                      |       |                    |      |   |       |   |  |   | 9     |   |  |   |      | 
|                                                |                                                                                                                         |      |                      |        |                    |      |   |        |   |  |   |       |   |  |   |       | 
|                                                | Denominator for diluted (loss) income per
share  weighted average shares and effect
of dilutive securities conversions |      |                      | 5,001  |                    |      |   | 5,001  |   |  |   | 5,010 |   |  |   | 5,001 | 
|                                                |                                                                                                                         |      |                      |        |                    |      |   |        |   |  |   |       |   |  |   |       | 
|(LOSS) INCOME PER COMMON                        |                                                                                                                         |      |                      |        |                    |      |   |        |   |  |   |       |   |  |   |      
|SHARE  BASIC AND DILUTED:                      |                                                                                                                         |      |                      |        |                    |      |   |        |   |  |   |       |   |  |   |      
|                                                | (Loss) income from continuing operations                                                                                |      | $                    | (.84   | )                  |      | $ | (.25   | ) |  | $ | .17   |   |  | $ | .44   | 
|                                                | (Loss) income from discontinued operations                                                                              |      |                      | (.04   | )                  |      |   | .02    |   |  |   | (.09  | ) |  |   | .04   | 
|                                                |                                                                                                                         |      |                      |        |                    |      |   |        |   |  |   |       |   |  |   |       | 
|                                                | Net (loss) income per common share                                                                                      |      | $                    | (.88   | )                  |      | $ | (.23   | ) |  | $ | .08   |   |  | $ | .48   | 
|                                                |                                                                                                                         |      |                      |        |                    |      |   |        |   |  |   |       |   |  |   |       | 

Options to purchase 125,000 shares of the Companys common stock were
considered in the computation of diluted income. These options are not
dilutive in the three and six months ended June 30, 2002, as the average market
prices of the Companys common stock did not exceed the option exercise prices.
These options are not included in the calculations of losses per share as they
are anti-dilutive in those cases.

7. DISCONTINUED OPERATIONS

Discontinued operations include the Companys Third Avenue property which
was sold on August 30, 2002 and the Flushing property which is shown on the
consolidated balance sheet as an Asset held for sale. Details of the
operations at these properties are as follows:

|                                           |  |                      |      |                    |  |      |     |      |  |   |      |   |  |   |       | 
|------------------------------------------ |  | -------------------- | ---- | ------------------ |  | ---- | --- | ---- |  | - | ---- | - |  | - | ----- | 
|                                           |  | For The Three Months |      | For The Six Months
|                                           |  | Ended June 30,       |      | Ended June 30,    
|                                           |  |                      |      |                   
|(amounts in thousands)                     |  | 2003                 |      | 2002               |  | 2003 |     | 2002
|                                           |  |                      |      |                    |  |      |     |     
|Total revenues                             |  | $                    | 158  |                    |  | $    | 587 |      |  | $ | 313  |   |  | $ | 1,167 | 
|Less: total expenses                       |  |                      | 347  |                    |  |      | 477 |      |  |   | 746  |   |  |   | 990   | 
|                                           |  |                      |      |                    |  |      |     |      |  |   |      |   |  |   |       | 
|(Loss) income from discontinued operations |  | $                    | (189 | )                  |  | $    | 110 |      |  | $ | (433 | ) |  | $ | 177   | 
|                                           |  |                      |      |                    |  |      |     |      |  |   |      |   |  |   |       | 

On May 30, 2002 the Company entered into an agreement to sell its
subsidiary which owns the building and has the ground lease for its property in
Flushing, New York for $18,800,000 which would result in a gain of
approximately $15,800,000. The Company has received a non-refundable deposit
of $1,875,000 from the purchaser. By Notice of Default dated August 16, 2002,
the Landlord of the premises notified the Company of certain alleged defaults
under the lease including, but not limited to, the fact that the purchaser
performed unauthorized construction

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ALEXANDERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

at the premises. The Company commenced an action for injunctive relief
and a declaration of the rights and obligations of the parties under the lease.
The Company has obtained an injunction which temporarily restrains the
Landlord from terminating the lease. On September 6, 2002, the scheduled
closing date, the Company notified the purchaser that the purchaser failed to
close and is in default of its obligations under the purchase contract. While
negotiations are in process with the parties to attempt to settle the disputes,
there can be no assurance that the sale will be consummated, or that the
dispute with the Landlord will be resolved favorably, or that the deposit will
not be required to be returned. The Company continues to explore all of its
options, including subleasing the property.

8. STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation using the intrinsic
value method (i.e., the difference between the price per share at the
grant date and the option exercise price). Accordingly, no stock-based compensation was recognized in the
Companys financial statements for these years. If compensation cost for Plan
awards had been determined based on fair value at the grant dates, net income
and income per share would have been reduced to the pro-forma amounts below:

|                                                         |                               |             |   |                      |      |                    |   |        |      |   |   |     |     |  |   |       |     | 
|-------------------------------------------------------- | ----------------------------- | ----------- | - | -------------------- | ---- | ------------------ | - | ------ | ---- | - | - | --- | --- |  | - | ----- | --- | 
|                                                         |                               |             |   | For The Three Months |      | For The Six Months
|                                                         |                               |             |   | Ended June 30,       |      | Ended June 30,    
|                                                         |                               |             |   |                      |      |                   
|(Amounts in thousands, except per share amounts)         |                               | 2003        |   | 2002                 |      | 2003               |   | 2002  
|                                                         |                               |             |   |                      |      |                    |   |       
|Net (loss) income applicable to common shares:           |                               |             |   |                      |      |                    |   |        |      |   |   |     |     |  |   |      
|                                                         | As reported                   |             | $ | (4,396               | )    |                    | $ | (1,133 | )    |   | $ | 408 |     |  | $ | 2,398 |    
|                                                         | Stock-based compensation cost |             |   |                     |      |                    |   |       |      |   |   |    |     |  |   | 384   |    
|                                                         |                               |             |   |                      |      |                    |   |        |      |   |   |     |     |  |   |       |    
|                                                         | Pro-forma                     |             | $ | (4,396               | )    |                    | $ | (1,133 | )    |   | $ | 408 |     |  | $ | 2,014 |    
|                                                         |                               |             |   |                      |      |                    |   |        |      |   |   |     |     |  |   |       |    
|Net (loss) income per share applicable to common shares: |                               |             |   |                      |      |                    |   |        |      |   |   |     |     |  |   |      
|                                                         | Basic and diluted:            |             |   |                      |      |                    |   |        |      |   |   |     |     |  |   |       |    
|                                                         |                               | As reported |   | $                    | (.88 | )                  |   | $      | (.23 | ) |   | $   | .08 |  |   | $     | .48 | 
|                                                         |                               | Pro-forma   |   | $                    | (.88 | )                  |   | $      | (.23 | ) |   | $   | .08 |  |   | $     | .40 | 

9. RECENTLY ISSUED ACCOUNTING STANDARDS

In April 2003, the FASB issued SFAS No.149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities.SFAS No. 149 amends and clarifies
the accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133, Accounting for Derivative Instruments and Hedging
Activities.SFAS No. 149
is generally effective for contracts entered into or modified after June 30,
2003 and for hedging relationships designated after June 30, 2003. The
adoption of SFAS No.149 on July 1, 2003, as required, had no impact on the
Companys consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity.
SFAS No. 150 establishes standards for classifying and measuring as
liabilities certain financial instruments that embody obligations of the
issuer and have characteristics of both liabilities and equity. SFAS No. 150
must be applied no later than the beginning of the first interim or annual
reporting period beginning after June 15, 2003. The adoption of this
pronouncement will not have a material effect on the Companys consolidated
financial statements.

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##### Table of Contents






INDEPENDENT ACCOUNTANTS REPORT

Stockholders and Board of Directors
Alexanders Inc.
New York, New York

We have reviewed the accompanying condensed consolidated balance sheet of
Alexanders Inc. and Subsidiaries as of June 30, 2003, and the related
condensed consolidated statements of operations for the three-month and
six-month periods ended June 30, 2003 and 2002 and of cash flows for the
six-month periods ended June 30, 2003 and 2002. These financial statements are
the responsibility of the Companys management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.

Based on our reviews, we are not aware of any material modifications that
should be made to such condensed consolidated financial statements for them to
be in conformity with accounting principles generally accepted in the United
States of America.

We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet of Alexanders Inc. and Subsidiaries as of December 31, 2002, and the
related consolidated statements of income, shareholders equity, and cash flows
for the year then ended (not presented herein); and in our report dated March
5, 2003, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 2002 is fairly stated,
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.

DELOITTE & TOUCHE LLP

Parsippany, New Jersey
August 6, 2003

12



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##### Table of Contents






Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Certain statements contained herein constitute forward-looking statements
as such term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Our future results, financial condition
and business may differ materially from those expressed in these
forward-looking statements. You can find many of these statements by looking
for words such as believes, expects, anticipates, intends, plans or
similar expressions in this quarterly report on Form 10-Q. These
forward-looking statements are subject to numerous assumptions, risks and
uncertainties. Many of the factors that will determine these items are beyond
our ability to control or predict. Factors that may cause actual results to
differ materially from those contemplated by the forward-looking statements
include, but are not limited to, those set forth in our Annual Report on Form
10-K for the year ended December 31, 2002 on page 3. For these statements, we
claim protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995.

Overview

Managements Discussion and Analysis of Financial Condition and Results of
Operations includes a discussion of the Companys consolidated financial
statements for the three and six months ended June 30, 2003 and 2002. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.

A summary of the Companys critical accounting policies is included in the
Companys annual report on Form 10-K for the year ended December 31, 2002 in
Managements Discussion and Analysis of Financial Condition and Results of
Operations and in the footnotes to the consolidated financial statements, Note
2  Summary of Significant Accounting Policies. There have been no significant
changes to those policies during 2003.

Results of Operations

The Company had a net loss of $4,396,000 in the quarter ended June 30,
2003, compared to a net loss of $1,133,000 in the quarter ended June 30, 2002,
an increase of $3,263,000 and net income of $408,000 in the six months ended
June 30, 2003, compared to a net income of $2,398,000 in the six months ended
June 30, 2002, a decrease of $1,990,000.

Property rentals were $12,805,000 in the quarter ended June 30, 2003,
compared to $12,636,000 in the prior years quarter, an increase of $169,000
and $25,477,000 in the six months ended June 30, 2003, compared to $25,041,000
in the six months ended June 30, 2002, an increase of $436,000. These
increases resulted primarily from an increase in occupancy at the Kings Plaza
Regional Shopping Center.

Expense reimbursements were $7,193,000 in the quarter ended June 30, 2003,
compared to $5,967,000 in the prior years quarter, an increase of $1,226,000
and $14,089,000 in the six months ended June 30, 2003, compared to $12,284,000
in the six months ended June 30, 2002, an increase of $1,805,000. These
increases resulted from higher reimbursements for real estate taxes, insurance
and repairs and maintenance.

Operating expenses were $8,727,000 in the quarter ended June 30, 2003,
compared to $7,436,000 in the prior years quarter, an increase of $1,291,000
and $17,640,000 in the six months ended June 30, 2003, compared to $14,306,000
in the six months ended June 30, 2002, an increase of $3,334,000. Of these
increases (i) $1,025,000 resulted primarily from higher fuel costs for the
utility plant at the Companys Kings Plaza Regional Shopping Center and (ii)
$273,000 resulted from bad debt expense this year as compared to a bad debt
recovery in the prior years. The balance of the increase was due to higher
real estate taxes, insurance and repairs and maintenance, which were billed to
tenants.

General and administrative expenses were $10,940,000 in the quarter ended
June 30, 2003, compared to $5,169,000 in the prior years quarter, an increase
of $5,771,000 and $11,863,000 for the six months ended June 30, 2003, compared
to $6,034,000 for the six months ended June 30, 2002, an increase of
$5,829,000. These increases resulted primarily from stock appreciation rights
compensation expense of $9,923,000 in the current year compared to $4,236,000
in the prior year based on the Companys closing stock prices of $83.49 at June
30, 2003, and $76.80 at June 30, 2002.

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Interest and debt expense was $3,059,000 in the quarter ended June 30,
2003, compared to $6,156,000 in the prior years quarter, a decrease of
$3,097,000 and $6,259,000 in the six months ended June 30, 2003, compared to
$12,734,000 in the six months ended June 30, 2002, an decrease of $6,475,000.
These decreases resulted from (i) higher capitalized interest relating to the
Lexington Avenue development property (interest of $18,120,000 was capitalized
in 2003, as compared to $9,562,000 in 2002), (ii) a decrease in average
interest rates from 8.43% to 7.82%, offset by (iii) an increase in average debt
from $ 515,106,000 to $571,244,000.

Interest and other income, net was $170,000 in the quarter ended June 30
2003, compared to $535,000 in the prior years quarter, a decrease of $365,000
and $293,000 in the six months ended June 30, 2003, compared to $1,202,000 in
the six months ended June 30, 2002, a decrease of $909,000. These decreases
resulted primarily from lower average cash balances due to funding of the
Lexington Avenue development project.

Discontinued operations include the Companys Third Avenue property which
was sold on August 30, 2002 and the Flushing property which is shown on the
consolidated balance sheet as an Asset held for sale. Details of the
operations are as follows:

|                                           |  |                      |      |                    |  |      |     |      |  |   |      |   |  |   |       | 
|------------------------------------------ |  | -------------------- | ---- | ------------------ |  | ---- | --- | ---- |  | - | ---- | - |  | - | ----- | 
|                                           |  | For The Three Months |      | For The Six Months
|                                           |  | Ended June 30,       |      | Ended June 30,    
|                                           |  |                      |      |                   
|                                           |  | 2003                 |      | 2002               |  | 2003 |     | 2002
|(amounts in thousands)                     |  |                      |      |                    |  |      |     |     
|Total revenues                             |  | $                    | 158  |                    |  | $    | 587 |      |  | $ | 313  |   |  | $ | 1,167 | 
|Less: total expenses                       |  |                      | 347  |                    |  |      | 477 |      |  |   | 746  |   |  |   | 990   | 
|                                           |  |                      |      |                    |  |      |     |      |  |   |      |   |  |   |       | 
|(Loss) income from discontinued operations |  | $                    | (189 | )                  |  | $    | 110 |      |  | $ | (433 | ) |  | $ | 177   | 
|                                           |  |                      |      |                    |  |      |     |      |  |   |      |   |  |   |       | 

The decrease in revenues and expenses in 2003 was due to the sale of the
Third Avenue property in August of 2002.

Liquidity and Capital Resources

Alexanders operating properties do not generate sufficient cash flow to
pay all of its expenses. After the completion of the Lexington Avenue
property, which is not expected until 2005, the Company expects that cash flow
will become positive.

Development Plans

The development plans at Lexington Avenue consist of an approximately 1.3
million square foot multi-use building. The building will contain
approximately 154,000 net rentable square feet of retail space (45,000 square
feet of which has been leased to Hennes & Mauritz), approximately 878,000 net
rentable square feet of office space (695,000 square feet of which has been
leased to Bloomberg L.P.) and approximately 248,000 net saleable square feet of
residential space consisting of condominium units (through a taxable REIT
subsidiary). Construction is expected to be completed in 2005. On July 3,
2002 the Company finalized a $490,000,000 loan with HVB Real Estate Capital
(Hypo Vereinsbank) (the Construction Loan) to finance the construction of the
Lexington Avenue property. The estimated construction costs in excess of the
Construction Loan of approximately $140,000,000 have been provided by the
Company. The Construction Loan has an interest rate of LIBOR plus 2.5%
(currently 3.62%) and a term of forty-two months subject to two one-year
extensions. The Company has received funding of $142,957,000 under the
Construction Loan as of June 30, 2003. Of the total construction budget of
$630,000,000, $300,800,000 has been expended through June 30, 2003 and an
additional $117,400,000 has been committed to. Pursuant to the Construction
Loan, Vornado has agreed to guarantee, among other things, the lien free,
timely, completion of the construction of the project and funding of project
costs in excess of a stated loan budget, if not funded by the Company. If
Vornado should advance any funds under the Completion Guarantee in excess of
the $26,000,000 which was available at July 3, 2002, under its line of credit
with the Company, interest on those advance would be at 15% per annum.

The Companys lease with Bloomberg L.P. has an initial term of 25 years,
with a ten-year renewal option. Base annual net rent is $34,529,000 in each of
the first four years and $38,533,000 in the fifth year with a similar
percentage increase each four years thereafter.

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There can be no assurance that the Lexington Avenue project ultimately
will be completed, completed on time or completed for the budgeted amount.
Further, the Company may need additional financing for the project, which may
involve equity, debt, joint ventures and asset sales, and which may involve
arrangements with Vornado. If the project is not completed on a timely basis,
the Bloomberg L.P. lease may be cancelled and significant penalties may apply.

Insurance

The Companys debt instruments, consisting of mortgage loans secured by
its properties (which are generally non-recourse to the Company), contain
customary covenants requiring the Company to maintain insurance. There can be
no assurance that the lenders under these instruments will not take the
position that because the Companys current all risk insurance policies differ
from policies in effect prior to September 11, 2001 as to coverage for
terrorist acts, there are breaches of these debt instruments that allow the
lenders to declare an event of default and accelerate repayment of the debt.
In addition, if lenders insist on coverage for these risks as it existed prior
to September 11, 2001, it could adversely affect the Companys ability to
finance and/or refinance its properties, including the construction of its
Lexington Avenue development property.

Disposition of Property

On May 30, 2002, the Company entered into an agreement to sell its
subsidiary which owns the building and has the ground lease for its property in
Flushing, New York for $18,800,000 which would result in a gain of
approximately $15,800,000. The Company has received a non-refundable deposit
of $1,875,000 from the purchaser. By Notice of Default dated August 16, 2002,
the Landlord of the premises notified the Company of certain alleged defaults
under the lease, including, but not limited to the fact that the purchaser
performed unauthorized construction at the premises. The Company commenced an
action for injunctive relief and a declaration of the rights and obligations of
the parties under the lease. The Company has obtained an injunction which
temporarily restrains the Landlord from terminating the lease. On September 6,
2002, the scheduled closing date, the Company notified the purchaser that the
purchaser failed to close and is in default of its obligations under the
purchase contract. While negotiations are in process with the parties to
attempt to settle the disputes, there can be no assurance that the sale will be
consummated, or that the dispute with the Landlord will be resolved favorably,
or that the deposit will not be required to be returned. The Company continues
to explore all of its options, including subleasing the property.

Debt

At June 30, 2003, the Company was indebted to Vornado in the amount of
$124,000,000 comprised of (i) $95,000,000 financing, and (ii) $29,000,000 under
a $50,000,000 line of credit (which carries a 1% unused commitment fee). The
interest rate on the loan and the line of credit, which is currently 12.48%,
will reset quarterly using a Treasury index (with a 3% floor) plus the same
spread to treasuries.

The Company has additional borrowing capacity of $21,000,000 under its
line of credit with Vornado. The Company believes that it can also raise
additional capital through mezzanine level borrowing (deeply subordinated debt
which is not secured by a senior interest in assets) and through the sale of
securities and assets (the Company estimates that the fair market value of its
assets are substantially in excess of their historical cost). The Company
continues to evaluate its financing alternatives.

Although there can be no assurance, the Company believes that its cash
sources as outlined above will be adequate to fund its cash requirements until
its operations generate adequate cash flow.

Cash Flows

Six Months Ended June 30, 2003

Net cash provided by operating activities of $15,922,000 is comprised of
(i) net income of $408,000 (including a loss from discontinued operations of
$433,000), (ii) non-cash items of $14,086,000 and (iii) the net change in
operating assets and liabilities of $1,428,000. The adjustments for non-cash
items are comprised of (i) depreciation and amortization of $5,172,000, (ii)
stock appreciation rights compensation expense of $9,923,000, offset by (iii)
the effect of straight-lining of rental income of $1,009,000.

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Net cash used in investing activities of $128,959,000 is primarily
comprised of capital expenditures of $127,585,000. The capital expenditures
were primarily related to the Lexington Avenue development project.

Net cash provided by financing activities of $91,100,000 resulted from
increased borrowings of $92,457,000 primarily to fund the Lexington Avenue
development project, offset by debt repayments of $1,357,000.

Six Months Ended June 30, 2002

Net cash provided by operating activities of $681,000 is comprised of (i)
net income of $2,398,000 (including income from discontinued operations of
$177,000), (ii) non-cash items of $6,394,000, offset by (iii) the net change in
operating assets and liabilities of $8,111,000. The adjustments for non-cash
items are comprised of (i) depreciation and amortization of $3,682,000, (ii)
stock appreciation rights compensation expense of $4,236,000, offset by (iii)
the effect of straight-lining of rental income of $1,524,000.

Net cash used in investing activities of $35,149,000 is primarily
attributable to capital expenditures of $34,903,000. The capital expenditures
were primarily related to the Lexington Avenue development project.

Net cash used in financing activities of $1,347,000 resulted primarily
from debt payments of $1,261,000.

Funds (used in) from Operations for the Three and Six Months Ended June 30, 2003, and 2002

Funds used in operations was $2,747,000 in the quarter ended June 30,
2003, compared to funds from operations (FFO) of $518,000 in the prior
years quarter, a decrease of $3,265,000. FFO was $3,664,000 in the six months
ended June 30, 2003, compared to $5,692,000 in the prior years six months, a
decrease of $2,028,000. Funds used in operations and FFO for the quarter and
six months ended June 30, 2003 includes stock appreciation rights compensation
expense of $9,923,000 based on the Companys closing stock price of $83.49 at
June 30, 2003 and FFO for the three and six months ended June 30, 2002,
includes stock appreciation rights compensation expense of $4,236,000 based on
the Companys closing stock price of $76.80 at June 30, 2002. Effective with
the Companys filing of its 2003 first quarter Form 10-Q, the Company has
revised its definition of FFO to include the effect of straight-lining of rent
and exclude the effect of leasing fees paid directly to Vornado in excess of
expense recognized. This change was made in order to comply with the Securities
and Exchange Commissions Regulation G concerning non-GAAP financial measures,
to adhere to the National Association of Real Estate Investment Trusts
(NAREITs) definition of FFO and to disclose FFO on a comparable basis with
virtually all other companies in the industry. FFO for the three and six
months ended June 30, 2002 has been restated for comparability. Straight-lining
of rents amounted to $449,000 or $.09 per share and $780,000 or $.16 per share
for the quarters ended June 30, 2003 and 2002, respectively and $1,009,000 or
$.20 per share and $1,524,000 or $.30 per share for the six months ended June
30, 2003 and 2002, respectively. Leasing fees paid in excess of expense
recognized amounted to $595,000 or $.12 per share and $1,177,000 or $.24 per
share for the quarter and six months ended June 30, 2002, respectively. The
following table reconciles net (loss) income to funds (used in) from
operations:

|                                                                                                                                                     |  |                      |        |                    |  |      |        |      |  |   |       |  |  |   |       | 
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- | ------ | ------------------ |  | ---- | ------ | ---- |  | - | ----- |  |  | - | ----- | 
|                                                                                                                                                     |  | For The Three Months |        | For The
Six Months
|(amounts in thousands except per share amounts)                                                                                                      |  | Ended June 30,       |        | Ended June 30,    
|                                                                                                                                                     |  |                      |        |                   
|                                                                                                                                                     |  | 2003                 |        | 2002               |  | 2003 |        | 2002
|                                                                                                                                                     |  |                      |        |                    |  |      |        |     
|Net (loss) income                                                                                                                                    |  | $                    | (4,396 | )                  |  | $    | (1,133 | )    |  | $ | 408   |  |  | $ | 2,398 | 
|Depreciation and amortization of real property
(including $31 and $62 from
discontinued operations in the
quarter and six months ended June 30,
2002 |  |                      | 1,649  |                    |  |      | 1,651  |      |  |   | 3,256 |  |  |   | 3,294 | 
|                                                                                                                                                     |  |                      |        |                    |  |      |        |      |  |   |       |  |  |   |       | 
|Funds (used in) from operations                                                                                                                      |  | $                    | (2,747 | )                  |  | $    | 518    |      |  | $ | 3,664 |  |  | $ | 5,692 | 
|                                                                                                                                                     |  |                      |        |                    |  |      |        |      |  |   |       |  |  |   |       | 
|Funds (used in) from operations per share                                                                                                            |  | $                    | (.55   | )                  |  | $    | .10    |      |  | $ | .73   |  |  | $ | 1.14  | 
|                                                                                                                                                     |  |                      |        |                    |  |      |        |      |  |   |       |  |  |   |       | 

FFO does not represent cash generated from operating activities in
accordance with accounting principles generally accepted in the United States
of America and is not necessarily indicative of cash available to fund cash
needs, which is disclosed in the Consolidated Statements of Cash Flows for the
applicable periods. There are no material legal or functional restrictions on
the use of FFO. FFO should not be considered as an alternative to net income
as an indicator of the Companys operating performance or as an alternative to
cash flows as a measure of liquidity. Management considers FFO a relevant
supplemental measure of operating performance because it provides a basis for
comparison among REITs. FFO is computed in accordance with NAREITs standards,
which

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may not be comparable to FFO reported by other REITs that do not define
the term in accordance with NAREITs definition or that interpret NAREITs
definition differently.

Below are the cash flows provided by (used in) operating, investing and
financing activities:

|                       |  |                          |          |      |  |   |         |  
|---------------------- |  | ------------------------ | -------- | ---- |  | - | ------- | -
|                       |  | For The Six Months Ended
|(amounts in thousands) |  | June 30,                
|                       |  |                         
|                       |  | 2003                     |          | 2002
|                       |  |                          |          |     
|Operating activities   |  | $                        | 15,922   |      |  | $ | 681     |  
|                       |  |                          |          |      |  |   |         |  
|Investing activities   |  | $                        | (128,959 | )    |  | $ | (35,149 | )
|                       |  |                          |          |      |  |   |         |  
|Financing activities   |  | $                        | 91,100   |      |  | $ | (1,347  | )
|                       |  |                          |          |      |  |   |         |  

Recently Issued Accounting Standards

In April 2003, the FASB issued SFAS No.149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities.SFAS No. 149 amends and clarifies
the accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133, Accounting for Derivative Instruments and Hedging
Activities.SFAS No. 149
is generally effective for contracts entered into or modified after June 30,
2003 and for hedging relationships designated after June 30, 2003. The
adoption of SFAS No.149 on July 1, 2003, as required, had no impact on the
Companys consolidated financial statements.

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity.
SFAS No. 150 establishes standards for classifying and measuring as
liabilities certain financial instruments that embody obligations of the
issuer and have characteristics of both liabilities and equity. SFAS No. 150
must be applied no later than the beginning of the first interim or annual
reporting period beginning after June 15, 2003. The adoption of this
pronouncement will not have a material effect on the Companys consolidated
financial statements.




Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Companys exposure to a change in interest rates is as follows:

|                                                |                   |               |         |               |         |            |  |             |      |               |       |     |       |   |         |          |         |  |  |  |      |  
|----------------------------------------------- | ----------------- | ------------- | ------- | ------------- | ------- | ---------- |  | ----------- | ---- | ------------- | ----- | --- | ----- | - | ------- | -------- | ------- |  |  |  | ---- | -
|                                                |                   |               |         | 2003          |         | 2002      
|                                                |                   |               |         |               |         |           
|                                                |                   |               |         |               |         |            |  | Weighted    |      | Effect of 1%  |       |     |       |   |         | Weighted
|(amounts in thousands except                    |                   | June 30       |         | Average       |         | Change In  |  | December 31 |      | Average      
|per share amounts)                              |                   | Balance       |         | Interest Rate |         | Base Rates |  | Balance     |      | Interest Rate
|                                                |                   |               |         |               |         |            |  |             |      |               |       |    
|                                                |                   | Variable rate |         | $             | 266,957 |            |  |             | 7.74 | %             |       | $   | 2,670 |   |         | $        | 174,500 |  |  |  | 9.76 | %
|                                                |                   | Fixed rate    |         |               | 367,950 |            |  |             | 7.13 | %             |       |     |      |   |         |          | 369,307 |  |  |  | 7.13 | %
|                                                |                   |               |         |               |         |            |  |             |      |               |       |     |       |   |         |          |         |  |  | 
|                                                |                   | $             | 634,907 |               |         |            |  |             |      |               | 2,670 |     |       | $ | 543,807 |          |         |  |  | 
|                                                |                   |               |         |               |         |            |  |             |      |               |       |     |       |   |         |          |         |  |  | 
|Total effect on the Companys
annual net income |                   |               |         |               |         |            |  |             |      | $             | 2,670 |     |       |   |         |          |         |  |  | 
|                                                |                   |               |         |               |         |            |  |             |      |               |       |     |       |   |         |          |         |  |  | 
|                                                | Per share-diluted |               |         |               |         |            |  |             |      |               | $     | .53 |       |   |         |          |         |  |  |  |     
|                                                |                   |               |         |               |         |            |  |             |      |               |       |     |       |   |         |          |         |  |  | 

The fair value of the Companys debt, based on discounted cash flows at
the current rate at which similar loans would be made to borrowers with similar
credit ratings for the remaining term of such debt, exceeds the aggregate
carrying amount by approximately $22,427,000 at June 30, 2003.

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Item 4. Controls and Procedures

(a)  Disclosure Controls Procedure. The Companys management, with the
participation of the Companys Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Companys disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended) as of the end of the period
covered by this report. Based on such evaluation, the Companys Chief
Executive Officer and Chief Financial Officer have concluded that, as of the
end of such period, the Companys disclosure controls and procedures are
effective.

(b)  Internal Control Over Financial Reporting. There have not been any
changes in the Companys internal control over financial reporting during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, the Companys internal control over
financial reporting.

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##### Table of Contents






PART II. OTHER INFORMATION




Item 1. Legal Proceedings

For a discussion of the litigation concerning the sale of the Companys
subsidiary which owns the building and has the ground lease for its property in
Flushing, New York, see Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations  Liquidity and Capital
Resources.

Other than routine proceedings incidental to their businesses, neither the
Company nor any of its subsidiaries is a party to, nor is their property the
subject of, any material pending legal proceeding. The Company believes that
these legal actions will not be material to the Companys financial conditions
or results of operations or cash flows.




Item 4. Submission of Matters to a Vote of Security Holders

On May 28, 2003, the Company held its Annual Meeting of Stockholders. The
stockholders voted, in person or by proxy, for the election of the three
nominees to serve on the Board of Directors for a term of three years, or until
their respective successors are duly elected and qualified. The three nominees
were approved. The results of the voting are shown below:

|                   |  |                |           |                |  |  |         | 
|------------------ |  | -------------- | --------- | -------------- |  |  | ------- | 
|Nominees           |  | Votes Cast For |           | Votes Withheld
|                   |  |                |           |               
|Steven Roth        |  |                | 4,785,093 |                |  |  | 107,410 | 
|Arthur Sonnenblick |  |                | 4,871,953 |                |  |  | 20,550  | 
|Russell Wight      |  |                | 4,871,953 |                |  |  | 20,550  | 

Because of the nature of the matters voted upon, there were no abstentions
or broker non-votes.




Item 6. Exhibits and Reports on Form 8-K



|(a) |  | Exhibits required by Item 601 of Regulation of S-K are filed herewith and
are listed in the attached Exhibit Index.
|--- |  | -------------------------------------------------------------------------------------------------------------------
|   
|(b) |  | Reports on Form 8-K                                                                                                
|   
|    |  | During the quarter ended June 30, 2003, the Company did not file any reports on
Form 8-K.                          

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##### Table of Contents






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.

|                     |  |                                                                                                                                |  |                  
|-------------------- |  | ------------------------------------------------------------------------------------------------------------------------------ |  | -----------------
|                     |  | ALEXANDERS, INC.                                                                                                             
|                     |  |                                                                                                                               
|                     |  | (Registrant)                                                                                                                  
|                     |  |                                                                                                                                |  |                  
|Date: August 7, 2003 |  | By:                                                                                                                            |  | /s/ Joseph Macnow
|                     |  |                                                                                                                                |  |                  
|                     |  |                                                                                                                                |  | Joseph Macnow,   
|                     |  | Executive Vice President  Finance and
Administration and Chief Financial
Officer (Principal Financial and
Accounting Officer)

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##### Table of Contents






EXHIBIT INDEX

The following is a list of all exhibits filed as part of the Report:

|        |  |   |  |                                                                                                                                                                        |  |     
|------- |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Exhibit |  |   |  |                                                                                                                                                                        |  |     
|No.     |  |   |  |                                                                                                                                                                        |  | Page
|        |  |   |  |                                                                                                                                                                        |  |     
|3(i)    |  |  |  | Certificate of Incorporation, as amended.
Incorporated herein by reference from Exhibit 3.0 to
the Registrants Current Report on Form 8-K dated
September 21, 1993.   |  | *   
|3(ii)   |  |  |  | By-laws, as amended. Incorporated herein by
reference from Exhibit 10.1 to the Registrants
Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000. |  | *   
|15.1    |  |  |  | Letter regarding unaudited interim financial
information                                                                                                               |  |     
|31.1    |  |  |  | Certification by the Chief Executive Officer pursuant
to Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended                                             |  |     
|31.2    |  |  |  | Certification by the Chief Financial Officer pursuant
to Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended                                             |  |     
|32.1    |  |  |  | Certification by the Chief Executive Officer pursuant
to 18 U.S.C Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002                   |  |     
|32.2    |  |  |  | Certification by the Chief Financial Officer pursuant
to 18 U.S.C Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002                   |  |     



---

|* |  | Incorporated by reference
|- |  | -------------------------

21