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                                                                     Exhibit 4.6
                              VORNADO REALTY TRUST

                  ARTICLES OF AMENDMENT OF DECLARATION OF TRUST

THIS IS TO CERTIFY THAT:

                  FIRST: The Amended and Restated Declaration of Trust, as
amended (the "Declaration of Trust"), of Vornado Realty Trust, a Maryland real
estate investment trust (the "Trust"), is hereby amended by deleting Article VI,
Section 6.1 of the Declaration of Trust in its entirety and replacing it with
the following:

                  "SECTION 6.1 AUTHORIZED SHARES. The total number of shares of
                  beneficial interest which the Trust is authorized to issue is
                  440,000,000 shares, of which 70,000,000 shall be preferred
                  shares of beneficial interest, no par value per share
                  ("Preferred Stock") (including 5,789,239 $3.25 Series A
                  Convertible Preferred Shares of Beneficial Interest,
                  liquidation preference $50.00 per share; 3,400,000 8.5% Series
                  B Cumulative Redeemable Preferred Shares of Beneficial
                  Interest, liquidation preference $25.00 per share; 4,600,000
                  8.5% Series C Cumulative Redeemable Preferred Shares of
                  Beneficial Interest, liquidation preference $25.00 per share;
                  3,500,000 Series D-1 8.5% Cumulative Redeemable Preferred
                  Shares of Beneficial Interest, liquidation preference $25.00
                  per share; 549,336 8.375% Series D-2 Cumulative Redeemable
                  Preferred Shares of Beneficial Interest, liquidation
                  preference $50.00 per share; 8,000,000 Series D-3 8.25%
                  Cumulative Redeemable Preferred Shares of Beneficial Interest,
                  liquidation preference $25.00 per share; 5,000,000 Series D-4
                  8.25% Cumulative Redeemable Preferred Shares of Beneficial
                  Interest, liquidation preference $25.00 per share; 7,480,000
                  Series D-5 8.25% Cumulative Redeemable Preferred Shares of
                  Beneficial Interest, liquidation preference $25 per share;
                  1,000,000 Series D-6 8.25% Cumulative Redeemable Preferred
                  Shares of Beneficial Interest, liquidation preference $25.00
                  per share and 7,200,000 Series D-7 8.25% Cumulative Redeemable
                  Preferred Shares of Beneficial Interest, liquidation
                  preference $25.00 per share), 150,000,000 shares shall be
                  common shares of beneficial interest, $.04 par value per share
                  ("Common Stock"), and 220,000,000 shares shall be excess
                  shares of beneficial interest, $.04 par value per share
                  ("Excess Stock").

                  SECOND: The foregoing amendment has been approved by the Board
of Trustees of the Trust as required by Section 8-203(a)(7) of the Maryland REIT
Law and Article IX, Section 9.1(b) of the Declaration of Trust.

                  THIRD: The total number of shares of beneficial interest which
the Trust had authority to issue immediately prior to this amendment was
390,000,000,
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consisting of 150,000,000 common shares of beneficial interest,
$.04 par value per share, 45,000,000 preferred shares of beneficial interest, no
par value per share, and 195,000,000 excess shares of beneficial interest, $.04
par value per share. The aggregate par value of all authorized shares of
beneficial interest having par value was $13,800,000.

                  FOURTH: The number of shares of beneficial interest which the
Trust has authority to issue pursuant to the foregoing amendment is 440,000,000,
consisting of 150,000,000 common shares of beneficial interest, $.04 par value
per share, 70,000,000 preferred shares of beneficial interest, no par value per
share, and 220,000,000 excess shares of beneficial interest, $.04 par value per
share. The aggregate par value of all authorized shares of beneficial interest
having par value is $14,800,000.

                  FIFTH: The undersigned Chairman of the Board acknowledges this
amendment to be the trust act of the Trust and, as to all matters or facts
required to be verified under oath, the undersigned Chairman of the Board
acknowledges that, to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this Statement is
made under the penalties for perjury.










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                        IN WITNESS WHEREOF, the Trust has caused this amendment
to be signed in its name and on its behalf by its Chairman of the Board and
attested to by its Assistant Secretary on this 14th day of September, 2000.


ATTEST:                                       VORNADO REALTY TRUST
/s/ Larry Portal                              /s/ Steven Roth             [SEAL]
___________________________________           __________________________________
Name:   Larry Portal                          Name:    Steven Roth
Title:  Assistant Secretary                   Title:   Chairman of the Board


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