##### Table of Contents



EXHIBIT INDEX ON PAGE 16

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(X Box) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2002

or

(Box) 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: 001-14525

VORNADO OPERATING COMPANY

---

(Exact name of registrant as specified in its charter)


|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 22-3569068                             
|                                                               |  |                                        
|(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)


N/A

---

(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 Box) Yes (Box) No

As of April 26, 2002, there were 4,068,924 shares of the registrants common
stock, par value $.01 per share, outstanding.

Page 1



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TABLE OF CONTENTS



|                                        |                                                                                               |                                       |  |  |  |  |  | 
|--------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION          
|                                        | Item 1. Financial Statements                                                                 
|                                        |                                                                                               | CONSOLIDATED BALANCE SHEETS          
|                                        |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS
|                                        |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS
|                                        | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                   
|                                        | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                        | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|PART II. OTHER INFORMATION             
|                                        | Item 1. Legal Proceedings                                                                    
|                                        | Item 5. Other Information                                                                    
|                                        | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                             
|Exhibit Index                          
|CONSOLIDATION OF MASTER LEASE AGREEMENT



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##### Table of Contents



INDEX

|              |  |         |  |                        |  |                                                                                                    |  |   
|------------- |  | ------- |  | ---------------------- |  | -------------------------------------------------------------------------------------------------- |  | --
|PART I.       |  |         |  | Financial
Information: |  | Page Number                                                                                       
|             
|             
|             
|             
|              |  | Item 1. |  |                        |  | Financial Statements:                                                                              | 
|             
|             
|             
|             
|              |  |         |  |                        |  | Consolidated Balance Sheets as of
March 31, 2002 and December 31, 2001                             |  | 3 
|             
|             
|             
|             
|              |  |         |  |                        |  | Consolidated Statements of Operations for the
Three Months Ended March 31, 2002 and March 31, 2001 |  | 4 
|             
|             
|             
|             
|              |  |         |  |                        |  | Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2002 and March 31, 2001 |  | 5 
|             
|             
|             
|             
|              |  |         |  |                        |  | Notes to Consolidated Financial Statements                                                         |  | 6 
|             
|             
|             
|             
|              |  | Item 2. |  |                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations              |  | 10
|             
|             
|             
|             
|              |  | Item 3. |  |                        |  | Quantitative and Qualitative Disclosures About Market Risk                                         |  | 13
|             
|             
|             
|             
|PART II.      |  |         |  | Other Information:     |  |                                                                                                   
|             
|             
|             
|             
|              |  | Item 1. |  |                        |  | Legal Proceedings                                                                                  |  | 14
|             
|             
|             
|             
|              |  | Item 5. |  |                        |  | Other Information                                                                                  |  | 14
|             
|             
|             
|             
|              |  | Item 6. |  |                        |  | Exhibits and Reports on Form 8-K                                                                   |  | 14
|             
|             
|             
|             
|Signatures    |  |         |  |                        |  |                                                                                                    |  | 15
|             
|             
|             
|             
|Exhibit Index |  |         |  |                        |  |                                                                                                    |  | 16

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##### Table of Contents






PART I. FINANCIAL INFORMATION




Item 1.Financial Statements

VORNADO OPERATING COMPANY

CONSOLIDATED BALANCE SHEETS




|                                                                                                                               |                             |                   |             |             |            |              |             |             |            | 
|------------------------------------------------------------------------------------------------------------------------------ | --------------------------- | ----------------- | ----------- | ----------- | ---------- | ------------ | ----------- | ----------- | ---------- | 
|                                                                                                                               |                             |                   |             | March 31,   |            | December 31,
|                                                                                                                               |                             |                   |             | 2002        |            | 2001        
|                                                                                                                               |                             |                   |             |             |            |             
|ASSETS                                                                                                                         |                             |                   |             |             |            |              |             |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Cash and cash equivalents                                                                                                      |                             | $                 | 131,277     |             |            | $            | 14,653      |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Investment in and advances to AmeriCold Logistics                                                                              |                             |                   | 15,130,615  |             |            |              | 18,943,309  |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Prepaid expenses and other assets                                                                                              |                             |                   | 92,033      |             |            |              | 152,961     |            
|                                                                                                                               |                             |                   |             |             |            |              |             |            
|                                                                                                                               |                             | $                 | 15,353,925  |             |            | $            | 19,110,923  |            
|                                                                                                                               |                             |                   |             |             |            |              |             |            
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                          |                             |                   |             |             |            |              |             |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Note payable to Vornado Realty Trust                                                                                           |                             | $                 | 31,488,538  |             |            | $            | 31,423,538  |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Due to Vornado Realty Trust                                                                                                    |                             |                   | 409,951     |             |            |              | 98,672      |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Accounts payable and accrued expenses                                                                                          |                             |                   | 428,688     |             |            |              | 487,737     |            
|                                                                                                                               |                             |                   |             |             |            |              |             |            
|                                                                                                                               |                             | Total liabilities |             |             | 32,327,177 |              |             |             | 32,009,947 | 
|                                                                                                                               |                             |                   |             |             |            |              |             |            
|Minority interest                                                                                                              |                             |                   |            |             |            |              |            |            
|                                                                                                                               |                             |                   |             |             |            |              |             |            
|COMMITMENTS AND CONTINGENCIES                                                                                                  |                             |                   |             |             |            |              |             |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|STOCKHOLDERS DEFICIT                                                                                                          |                             |                   |             |             |            |              |             |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Common stock: par value $.01 per share; authorized,
40,000,000 shares; issued and outstanding, 4,068,924
shares in each period |                             |                   | 40,689      |             |            |              | 40,689      |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Additional paid-in capital                                                                                                     |                             |                   | 22,462,555  |             |            |              | 22,462,555  |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Accumulated deficit                                                                                                            |                             |                   | (37,323,096 | )           |            |              | (33,248,868 | )          
|                                                                                                                               |                             |                   |             |             |            |              |             |            
|                                                                                                                               |                             |                   | (14,819,852 | )           |            |              | (10,745,624 | )          
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Accumulated other comprehensive loss                                                                                           |                             |                   | (2,153,400  | )           |            |              | (2,153,400  | )          
|                                                                                                                               |                             |                   |             |             |            |              |             |            
|                                                                                                                               | Total stockholders deficit |                   |             | (16,973,252 | )          |              |             | (12,899,024 | )         
|                                                                                                                               |                             |                   |             |             |            |              |             |            
|                                                                                                                               |                             | $                 | 15,353,925  |             |            | $            | 19,110,923  |            
|                                                                                                                               |                             |                   |             |             |            |              |             |            

See notes to consolidated financial statements.

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##### Table of Contents



VORNADO OPERATING COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS




|                                                  |                            |   |                            |         |      |   |            |         | 
|------------------------------------------------- | -------------------------- | - | -------------------------- | ------- | ---- | - | ---------- | ------- | 
|                                                  |                            |   | For The Three Months Ended
|                                                  |                            |   | March 31,                 
|                                                  |                            |   |                           
|                                                  |                            |   | 2002                       |         | 2001
|                                                  |                            |   |                            |         |     
|REVENUES:                                         |                            |   |                            |         |      |   |            |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Interest income            |   | $                          |        |      |   | $          | 3,329   | 
|                                                 
|                                                 
|                                                 
|                                                 
|EXPENSES:                                         |                            |   |                            |         |      |   |            |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | General and administrative |   |                            | 273,021 |      |   |            | 507,408 | 
|                                                  |                            |   |                            |         |      |   |            |        
|                                                  |                            |   | (273,021                   | )       |      |   | (504,079   | )      
|                                                 
|                                                 
|                                                 
|                                                 
|Interest and debt expense to Vornado Realty Trust |                            |   | (490,512                   | )       |      |   | (601,490   | )      
|                                                 
|                                                 
|                                                 
|                                                 
|Loss from AmeriCold Logistics                     |                            |   | (3,310,695                 | )       |      |   | (1,921,200 | )      
|                                                 
|                                                 
|                                                 
|                                                 
|Unrealized loss from marketable securities        |                            |   |                           |         |      |   | (777,630   | )      
|                                                  |                            |   |                            |         |      |   |            |        
|Loss before income tax benefit                    |                            |   | (4,074,228                 | )       |      |   | (3,804,399 | )      
|                                                 
|                                                 
|                                                 
|                                                 
|Income tax benefit                                |                            |   |                           |         |      |   |           |        
|                                                  |                            |   |                            |         |      |   |            |        
|NET LOSS                                          |                            | $ | (4,074,228                 | )       |      | $ | (3,804,399 | )      
|                                                  |                            |   |                            |         |      |   |            |        
|Net loss per share  basic and diluted            |                            | $ | (1.00                      | )       |      | $ | (0.93      | )      
|                                                  |                            |   |                            |         |      |   |            |        

See notes to consolidated financial statements.

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##### Table of Contents



VORNADO OPERATING COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS




|                                                     |                                                       |                            |                                                     |            |                            |           |            |            |         |           |  
|---------------------------------------------------- | ----------------------------------------------------- | -------------------------- | --------------------------------------------------- | ---------- | -------------------------- | --------- | ---------- | ---------- | ------- | --------- | -
|                                                     |                                                       |                            |                                                     |            | For The Three Months Ended
|                                                     |                                                       |                            |                                                     |            | March 31,                 
|                                                     |                                                       |                            |                                                     |            |                           
|                                                     |                                                       |                            |                                                     |            | 2002                       |           | 2001      
|                                                     |                                                       |                            |                                                     |            |                            |           |           
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                       |                            |                                                     |            |                            |           |            |           
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Net loss                                              |                            | $                                                   | (4,074,228 | )                          |           | $          | (3,804,399 | )      
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Adjustments
to reconcile net loss to net cash used in |                            |                                                     |            |                            |           |            |            |        
|                                                     | operating activities:                                 |                            |                                                     |            |                            |           |            |            |        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                       |                            | Equity in loss from AmeriCold Logistics             |            |                            | 3,684,000 |            |            |         | 2,011,200 |  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                       |                            | Unrealized loss from marketable securities          |            |                            |          |            |            |         | 777,630   |  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Changes in operating assets and liabilities:          |                            |                                                     |            |                            |           |            |            |        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                       |                            | Prepaid expenses and other assets                   |            |                            | 60,928    |            |            |         | 31,118    |  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                       |                            | Interest receivable on loans to AmeriCold Logistics |            |                            | 2,528     |            |            |         | 4,000     |  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                       |                            | Accounts payable and accrued expenses               |            |                            | (59,049   | )          |            |         | (93,964   | )
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                       |                            | Due to Transportal Network                          |            |                            |          |            |            |         | (582,194  | )
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                       |                            | Due to Vornado Realty Trust                         |            |                            | 311,279   |            |            |         | 25,687    |  
|                                                     |                                                       |                            |                                                     |            |                            |           |            |           
|Net cash used in operating activities                |                                                       |                            | (74,542                                             | )          |                            |           | (1,630,922 | )         
|                                                     |                                                       |                            |                                                     |            |                            |           |            |           
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                       |                            |                                                     |            |                            |           |            |           
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Investment in and advances to AmeriCold Logistics     |                            |                                                     | 126,166    |                            |           |            |           |        
|                                                     |                                                       |                            |                                                     |            |                            |           |            |           
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                                       |                            |                                                     |            |                            |           |            |           
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from borrowings                              |                            |                                                     | 65,000     |                            |           |            | 1,400,000  |        
|                                                     |                                                       |                            |                                                     |            |                            |           |            |           
|Net increase (decrease) in cash and cash equivalents |                                                       |                            | 116,624                                             |            |                            |           | (230,922   | )         
|                                                    
|                                                    
|                                                    
|                                                    
|Cash and cash equivalents at beginning of period     |                                                       |                            | 14,653                                              |            |                            |           | 589,564    |           
|                                                     |                                                       |                            |                                                     |            |                            |           |            |           
|Cash and cash equivalents at end of period           |                                                       | $                          | 131,277                                             |            |                            | $         | 358,642    |           
|                                                     |                                                       |                            |                                                     |            |                            |           |            |           
|SUPPLEMENTAL INFORMATION:                            |                                                       |                            |                                                     |            |                            |           |            |           
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                       | Cash payments for interest |                                                     | $          | 163,877                    |           |            | $          | 601,490 |          
|                                                     |                                                       |                            |                                                     |            |                            |           |            |           

See notes to consolidated financial statements.

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##### Table of Contents



VORNADO OPERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1. ORGANIZATION

Vornado Operating Company (the Company) holds its assets and conducts
its business through Vornado Operating L.P., a Delaware limited partnership
(Company L.P.). The Company is the sole general partner of, and as of March
31, 2002 owned a 90.1% partnership interest in, Company L.P. All references to
the Company refer to Vornado Operating Company and its subsidiaries including
Company L.P.

2. BASIS OF PRESENTATION

The consolidated balance sheet as of March 31, 2002, the consolidated
statements of operations for the three months ended March 31, 2002 and 2001
and the consolidated statements of cash flows for the three months ended March
31, 2002 and 2001 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 changes in 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. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Companys annual report on Form 10-K for the year ended
December 31, 2001 as filed with the Securities and Exchange Commission. The
results of operations for the three months ended March 31, 2002 are not
necessarily indicative of the operating results for the full year.

The accompanying consolidated financial statements include the accounts of
the Company and Company L.P. 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.

Certain reclassifications to prior year amounts have been made to conform
with the current years presentation.

3. INVESTMENT IN PARTNERSHIP

The
Companys investment in and advances to AmeriCold Logistics are as follows:

|                                   |  |                |            |                   |  |   |            | 
|---------------------------------- |  | -------------- | ---------- | ----------------- |  | - | ---------- | 
|                                   |  | March 31, 2002 |            | December 31, 2001
|                                   |  |                |            |                  
|AmeriCold Logistics (60% interest) |  | $              | 15,130,615 |                   |  | $ | 18,943,309 | 
|                                   |  |                |            |                   |  |   |            | 

During the year ended December 31, 2001, the Company made two secured
loans totaling $8,940,000 to AmeriCold Logistics. The first loan, made on
April 30, 2001, was $3,840,000 and is secured by a mortgage on AmeriCold
Logistics quarries and is in addition to the $3,000,000 advanced in 2000.
This loan bears interest at 12% and requires monthly payments of interest until
maturity on March 31, 2002. The second loan, made on June 6, 2001, was
$5,100,000 and is secured by property, plant and equipment. This loan bears
interest at 14% and requires monthly payments of principal and interest of
$98,933 until maturity on December 31, 2002. On March 11, 2002 all three of
these loans were amended to extend the maturity date to December 31, 2004.

Page 6



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##### Table of Contents



VORNADO OPERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The Companys $6,000,000 contribution to AmeriCold Logistics in March 2000 was
unmatched by the Companys partner, whose 100% owner recently
announced its intention to
file for bankruptcy protection. Accordingly, the $4,000,000 contribution
receivable shown in partners capital of the Vornado Crescent Logistics
Operating Partnerships (which does business under the name AmeriCold
Logistics) financial statements was cancelled at December 31, 2001. In the
first quarter of 2002, the Companys $6,000,000 became a special equity
contribution that has priority over the original equity amounts. The Companys share of AmeriCold Logistics remains at 60%.

|                                   |  |                                      |            |      |  |   |            |  
|---------------------------------- |  | ------------------------------------ | ---------- | ---- |  | - | ---------- | -
|                                   |  | Loss from Investments in Partnership
|                                   |  |                                     
|                                   |  | For The Three Months Ended          
|                                   |  | March 31,                           
|                                   |  |                                     
|                                   |  | 2002                                 |            | 2001
|                                   |  |                                      |            |     
|AmeriCold Logistics (60% interest) |  | $                                    | (3,310,695 | )    |  | $ | (1,921,200 | )
|                                   |  |                                      |            |      |  |   |            |  

The following condensed operating data represents 100% of AmeriCold
Logistics of which the Companys share is 60%:

|                                                     |  |                            |             |      |  |   |             |  
|---------------------------------------------------- |  | -------------------------- | ----------- | ---- |  | - | ----------- | -
|                                                     |  | For The Three Months Ended
|                                                     |  | March 31,                 
|                                                     |  |                           
|                                                     |  | 2002                       |             | 2001
|                                                     |  |                            |             |     
|Revenues                                             |  | $                          | 154,628,000 |      |  | $ | 159,775,000 |  
|                                                     |  |                            |             |      |  |   |             |  
|Costs other than depreciation
applicable to revenues |  | $                          | 148,542,000 |      |  | $ | 152,115,000 |  
|                                                     |  |                            |             |      |  |   |             |  
|Net loss                                             |  | $                          | (6,140,000  | )    |  | $ | (3,352,000  | )
|                                                     |  |                            |             |      |  |   |             |  

AmeriCold Logistics anticipates that the Vornado REIT/Crescent REIT
Partnership (the Landlord) may further restructure the leases to provide
additional cash flow.

On February 22, 2001, AmeriCold Logistics leases with the Landlord were
restructured to, among other things, (i) reduce 2001s contractual rent to
$146,000,000 ($14,500,000 less than 2000s contractual rent), (ii) reduce
2002s contractual rent to $150,000,000 (plus additional contingent rent in
certain circumstances), (iii) increase the Landlords share of annual
maintenance capital expenditures by $4,500,000 to $9,500,000 effective January
1, 2000 and (iv) extend the deferred rent period to December 31, 2003 from
March 11, 2002.

During the first quarter of 2002, AmeriCold Logistics exercised its right,
pursuant to the terms of its leases to defer payment of rent. AmeriCold
Logistics current balance of deferred rent is as follows:

|                                             |  |       |            |       |  |               |           | 
|-------------------------------------------- |  | ----- | ---------- | ----- |  | ------------- | --------- | 
|                                             |  |       |            |       |  | The Company's
|                                             |  | Total |            | Share
|                                             |  |       |            |      
|Deferred during quarter ended
March 31, 2002 |  | $     | 3,014,000  |       |  | $             | 1,808,400 | 
|                                            
|                                            
|                                            
|                                            
|Aggregate deferral at December 31, 2001      |  |       | 10,068,000 |       |  |               | 6,040,800 | 
|                                             |  |       |            |       |  |               |           | 
|Total deferred rent at March 31, 2002        |  | $     | 13,082,000 |       |  | $             | 7,849,200 | 
|                                             |  |       |            |       |  |               |           | 

On January 23, 2002, the leases with the Landlord were restructured to
consolidate four of the non-encumbered leases into one non-encumbered lease.
The restructuring did not affect total contractual rent due under the combined
leases.

Page 7



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##### Table of Contents



VORNADO OPERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

4. VORNADO AGREEMENT

The Company and Vornado Realty Trust (Vornado) have entered into an
agreement (Vornado Agreement) pursuant to which, among other things, (a)
Vornado will under certain circumstances offer the Company an opportunity to
become the lessee of certain real property owned now or in the future by
Vornado (under mutually satisfactory lease terms) and (b) the Company will not
make any real estate investment or other REIT-Qualified Investment unless it
first offers Vornado the opportunity to make such investment and Vornado has
rejected that opportunity.

Under the Vornado Agreement, Vornado provides the Company with certain
administrative, corporate, accounting, financial, insurance, legal, tax, data
processing, human resources and operational services. Also, Vornado makes
available to the Company, at Vornados offices, space for the Companys
principal corporate office. For these services, the Company compensates
Vornado in an amount determined in good faith by Vornado as the amount an
unaffiliated third party would charge the Company for comparable services and
reimburses Vornado for certain costs incurred and paid to third parties on
behalf of the Company. The Company incurred $82,500 and $99,046 for the three
months ended March 31, 2002 and 2001, respectively for such services.

Vornado and the Company each have the right to terminate the Vornado
Agreement if the other party is in material default of the Vornado Agreement or
upon 90 days written notice to the other party at any time after December 31,
2003. In addition, Vornado has the right to terminate the Vornado Agreement
upon a change in control of the Company.

5. LOSS PER SHARE

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

|                                     |                                                                                                 |                        |       |                    |   |      |       |            |   | 
|------------------------------------ | ----------------------------------------------------------------------------------------------- | ---------------------- | ----- | ------------------ | - | ---- | ----- | ---------- | - | 
|                                     |                                                                                                 |                        |       | Three Months Ended
|                                     |                                                                                                 |                        |       | March 31,         
|                                     |                                                                                                 |                        |       |                   
|                                     |                                                                                                 |                        |       | 2002               |   | 2001
|                                     |                                                                                                 |                        |       |                    |   |     
|Numerator:                           |                                                                                                 |                        |       |                    |   |      |       |           
|                                    
|                                    
|                                    
|                                    
|                                     | Net loss                                                                                        |                        | $     | (4,074,228         | ) |      | $     | (3,804,399 | )
|                                     |                                                                                                 |                        |       |                    |   |      |       |           
|Denominator:                         |                                                                                                 |                        |       |                    |   |      |       |           
|                                    
|                                    
|                                    
|                                    
|                                     | Denominator for basic loss per share-weighted average                                           |                        |       | 4,068,924          |   |      |       | 4,068,924  |  
|                                    
|                                    
|                                    
|                                    
|                                     | Effect of dilutive securities:                                                                  |                        |       |                    |   |      |       |            |  
|                                    
|                                    
|                                    
|                                    
|                                     |                                                                                                 | Employee stock options |       |                    |  |      |       |            |  | 
|                                     |                                                                                                 |                        |       |                    |   |      |       |           
|                                     | Denominator for diluted loss per share-adjusted
weighted average shares and assumed conversions |                        |       | 4,068,924          |   |      |       | 4,068,924  |  
|                                     |                                                                                                 |                        |       |                    |   |      |       |           
|Net loss per share-basic and diluted |                                                                                                 | $                      | (1.00 | )                  |   | $    | (0.93 | )         
|                                     |                                                                                                 |                        |       |                    |   |      |       |           

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##### Table of Contents



VORNADO OPERATING COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

6. COMPREHENSIVE LOSS

The following table sets forth the Companys comprehensive loss:

|                                                                                                    |  |                    |            |      |  |   |            |  
|--------------------------------------------------------------------------------------------------- |  | ------------------ | ---------- | ---- |  | - | ---------- | -
|                                                                                                    |  | Three Months Ended
|                                                                                                    |  | March 31,         
|                                                                                                    |  |                   
|                                                                                                    |  | 2002               |            | 2001
|                                                                                                    |  |                    |            |     
|Net loss                                                                                            |  | $                  | (4,074,228 | )    |  | $ | (3,804,399 | )
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Recognition of unrealized
loss from marketable
securities previously
included in comprehensive
loss |  |                    |           |      |  |   | 720,126    |  
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Proportionate share of
other comprehensive loss
of partially-owned entity                           |  |                    |           |      |  |   | (498,000   | )
|                                                                                                    |  |                    |            |      |  |   |            |  
|Comprehensive loss                                                                                  |  | $                  | (4,074,228 | )    |  | $ | (3,582,273 | )
|                                                                                                    |  |                    |            |      |  |   |            |  

7. COMMITMENTS AND CONTINGENCIES

The Company is from time to time involved in legal actions arising in the
ordinary course of its business. In the opinion of management, after
consultation with legal counsel, the outcome of such matters will not have a
material adverse effect on the Companys financial condition, results of
operations or cash flows.

8. RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, Business Combinationsand SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 was effective in July 2001 and SFAS 142 was
effective in January 2002. The implementation of these standards did not have
an impact on the Companys financial statements.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations(effective January 1, 2003). SFAS No. 143 requires the
recording of the fair value of a liability for an asset retirement obligation
in the period in which it is incurred. The Company does not believe that the
adoption of SFAS No. 143 will affect the Companys financial statements.

In August 2001, the FASB issued SFAS No. 144 Accounting for the Impairment
or Disposal of Long-Lived Assets(effective January 1, 2002). SFAS No. 144
provides for a single accounting model for long lived-assets to be disposed of
by sale and requires discontinued operations presentation for disposals of a
component of an entity. The implementation of this standard did not have an
impact on the Companys financial statements.

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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.
Certain factors could cause actual results to differ materially from those in
the forward-looking statements. Factors that might cause such a material
difference include, but are not limited to: (a) the Companys limited
operating history; (b) restrictions on the Companys business and future
opportunities; (c) dependence upon Vornado Realty Trust; (d) the substantial
influence of the Companys controlling stockholders and conflicts of interest;
(e) risks associated with potential investments and ability to manage those
investments; (f) competition; (g) the Companys obligations under the Revolving
Credit Agreement; (h) AmeriCold Logistics obligations under the lease
agreements with the Vornado REIT/Crescent REIT Partnership; (i) the Companys
limited financial resources; (j) dependence on key personnel; (k) potential
anti-takeover effects of the Companys charter documents and applicable law;
(l) dependence on dividends and distributions of subsidiaries; (m) potential
costs of compliance with environmental laws; (n) changes in the general
economic climate; and (o) government regulations. See Risk Factors in the
Companys Annual Report on Form 10-K for the year ended December 31, 2001.

Results of Operations

The Companys operations and business are subject to a variety of risks.
In considering the Companys results of operations, please read Risk Factors
in the Companys Annual Report on Form 10-K for the year ended December 31,
2001.

There was no interest income for the three months ended March 31, 2002,
compared to $3,329 for the three months ended March 31, 2001. The decrease
resulted from a lower average invested balance during the first quarter of
2002.

General and administrative expenses were $273,021 for the three months
ended March 31, 2002, compared to $507,408 for the three months ended March
31, 2001, a decrease of $234,387. This decrease resulted from lower payroll
costs relating to the Companys former Chief Operating Officer, Emanuel R.
Pearlman, who resigned, effective June 15, 2001.

The Companys loss from AmeriCold Logistics was $3,310,695 for the three
months ended March 31, 2002, compared to $1,921,200 for the three months ended
March 31, 2001, an increase of $1,389,495. These losses are reduced by
interest income earned on loans advanced to AmeriCold Logistics by the Company.
Interest income was $373,305 for the three months ended March 31, 2002,
compared to $90,000 for the three months ended March 31, 2001. This increase
of $283,305 is the result of higher average loans outstanding during the
current period than the prior period. Excluding interest income, the loss from
AmeriCold Logistics was $3,684,000 and $2,011,200 for the three months ended
March 31, 2002 and 2001 (these amounts are discussed below).

On February 22, 2001, AmeriCold Logistics leases with the Landlord were
restructured to, among other things, (i) reduce 2001s contractual rent to
$146,000,000 ($14,500,000 less than 2000s contractual rent), (ii) reduce
2002s contractual rent to $150,000,000 (plus additional contingent rent in
certain circumstances), (iii) increase the Landlords share of annual
maintenance capital expenditures by $4,500,000 to $9,500,000 effective January
1, 2000 and (iv) extend the deferred rent period to December 31, 2003 from
March 11, 2002.

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The AmeriCold Logistics results are discussed below:

AmeriCold Logistics Results of Operations for the Three Months Ended March 31, 2002 and 2001

The following are discussions of the results of operations of AmeriCold
Logistics, the Companys Temperature Controlled Logistics business  see the
Companys Annual Report on Form 10-K for a discussion of this business. The
data below represents 100% of this business, of which the Company owns 60%.
For the purpose of the discussions below, Leased Operations refer to
operations at warehouses leased by AmeriCold Logistics and Other
Operations refer to (i) warehouses managed by AmeriCold Logistics for the
accounts of customers (Managed Warehouses), (ii) Transportation Management
Services, which includes freight routing, dispatching, freight rate
negotiation, backhaul coordination, and distribution channel assessments,
and (iii) Quarry Operations.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Revenues were $154,628,000 for the three months ended March 31,
2002, compared to $159,775,000 for the three months ended March 31, 2001,
a decrease of $5,147,000. Revenues from Leased Operations were
$105,761,000 for the three months ended March 31, 2002, compared to
$108,121,000 for the three months ended March 31, 2001, a decrease of
$2,360,000. Revenues from Other Operations were $48,867,000 for the
three months ended March 31, 2002, compared to $51,654,000 for the three
months ended March 31, 2001, a decrease of $2,787,000.



| |                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The revenue decrease in Leased Operations for the three months ended
March 31, 2002, resulted from a reduction in customer inventory turns, a
rate restructuring with a major customer and temporary plant shut-downs.
The decrease in revenue from Other Operations is primarily a decline in
Transportation Management Services due to a reduction in volume and the
loss of one customer.



| |                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The gross margin for Leased Operations was $40,215,000, or 38.0% for
the three months ended March 31, 2002, compared to $39,848,000, or 36.9%
for the three months ended March 31, 2001, an increase of $367,000. The
increase in gross margin is primarily attributable to a reduction in
payroll expenses.



| |                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Operating income from Other Operations was $3,690,000 for the three
months ended March 31, 2002, compared to $3,292,000 for the three months
ended March 31, 2001, an increase of $398,000. The increase in operating
income is attributable to reduced payroll in quarry operations.



| |                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Rent expense was $37,541,000 for the three months ended March 31,
2002, compared to $35,480,000 for the three months ended March 31, 2001.
One half of this increase results from the February 2001 lease
modification and the balance comes from seasonality effects.



| |                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | General and administrative expenses were $8,667,000 for the three
months ended March 31, 2002, compared to $8,326,000 for the three months
ended March 31, 2001, an increase of $341,000. The increase resulted
primarily from higher payroll expense offset by lower contract labor.



| |                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Depreciation and amortization expense was $2,873,000 for the three
months ended March 31, 2002, compared to $2,187,000 for the three months
ended March 31, 2001. The increase of $686,000 is primarily the result
of an adjustment for changes in useful asset lives and additional
equipment purchased since the prior years quarter.



| |                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Interest expense was $1,092,000 for the three months ended March 31,
2002, compared to $689,000 for the three months ended March 31, 2001.
This $403,000 increase resulted from higher average borrowings
outstanding in the current year.



| |                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Other income was $128,000 for the three months ended March 31, 2002,
compared to $190,000 for the three months ended March 31, 2001, a
decrease of $62,000. This decrease resulted primarily from lower cash
balances and lower interest rates in the current year.



| |                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As a result of the aforementioned factors, AmeriCold Logistics net
loss for the three months ended March 31, 2002 increased by $2,788,000 to
$6,140,000. The Companys share of this loss is $3,684,000.

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Interest and debt expense to Vornado Realty Trust was $491,000 for the
three months ended March 31, 2002, compared to $601,000 for the three months
ended March 31, 2001, a decrease of $110,000 which resulted primarily from
interest calculated on lower LIBOR rates under the Revolving Credit Agreement
with Vornado.

As a result of the aforementioned factors, the Company had a net loss of
$4,074,228 for the three months ended March 31, 2002, compared to $3,804,399
for the three months ended March 31, 2001, an increase of $269,829.

Liquidity and Capital Resources

The Company has a $75,000,000 unsecured Revolving Credit Agreement with
Vornado that expires on December 31, 2004. Borrowings under this facility bear
interest at LIBOR plus 3% (4.88% at March 31, 2002). The Company pays Vornado
a commitment fee equal to 1% per annum on the average daily unused portion of
the facility pursuant thereto. Principal payments are not required under the
Revolving Credit Agreement during its term. The Revolving Credit Agreement
prohibits the Company from incurring indebtedness to third parties (other than
certain purchase money debt and certain other exceptions) and prohibits the
Company from paying dividends. The Company has no external sources of
financing except this facility.

During the three months ended March 31, 2002, the Company increased its
note payable to Vornado by $65,000. At March 31, 2002, $43,512,000 remains
available under this facility.

During the year ended December 31, 2001, the Company made two secured
loans totaling $8,940,000 to AmeriCold Logistics. The first loan, made on
April 30, 2001, was $3,840,000 and is secured by a mortgage on AmeriCold
Logistics quarries and is in addition to the $3,000,000 advanced in 2000.
This loan bears interest at 12% and requires monthly payments of interest until
maturity on March 31, 2002. The second loan, made on June 6, 2001, was
$5,100,000 and is secured by property, plant and equipment. This loan bears
interest at 14% and requires monthly payments of principal and interest of
$98,933 until maturity on December 31, 2002. On March 11, 2002 all three of
these loans were amended to extend the maturity date to December 31, 2004.

AmeriCold Logistics anticipates that the Landlord may further restructure
the leases to provide additional cash flow.

During the first quarter of 2002, AmeriCold Logistics exercised its right,
pursuant to the terms of its leases to defer payment of rent. AmeriCold
Logistics current balance of deferred rent is as follows:

|                                             |  |       |            |       |  |               |           | 
|-------------------------------------------- |  | ----- | ---------- | ----- |  | ------------- | --------- | 
|                                             |  |       |            |       |  | The Company's
|                                             |  | Total |            | Share
|                                             |  |       |            |      
|Deferred during quarter ended March 31, 2002 |  | $     | 3,014,000  |       |  | $             | 1,808,400 | 
|                                            
|                                            
|                                            
|                                            
|Aggregate deferral at December 31, 2001      |  |       | 10,068,000 |       |  |               | 6,040,800 | 
|                                             |  |       |            |       |  |               |           | 
|Total deferred rent at March 31, 2002        |  | $     | 13,082,000 |       |  | $             | 7,849,200 | 
|                                             |  |       |            |       |  |               |           | 

On January 23, 2002, the leases with the Landlord were restructured to
consolidate four of the non-encumbered leases into one non-encumbered lease.
The restructuring did not affect total contractual rent due under the combined
leases.

The Companys $6,000,000 contribution to AmeriCold Logistics in March 2000
was unmatched by the Companys partner, whose 100% owner
recently announced its intention
to file for bankruptcy protection. Accordingly, the $4,000,000 contribution
receivable shown in partners capital of the Vornado Crescent Logistics
Operating Partnerships financial statements was cancelled at December 31,
2001. In the first quarter of 2002, the Companys $6,000,000 became a special
equity contribution that has priority over the original equity amounts. The Companys share of AmeriCold Logistics
remains at 60%.

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##### Table of Contents



In the aggregate, the Companys investments do not, and for the
foreseeable future, are not expected to, generate sufficient cash flow to pay
all of its expenses. The Company estimates that it has adequate borrowing
capacity under its credit facility to meet its cash requirements.

Cash Flows Three Months Ended March 31, 2002

Cash flows used in operating activities of $75,000 were comprised of (i)
net loss of $4,074,000 and (ii) the net change in operating assets and
liabilities of $315,000, offset by (iii) a non-cash and non-operating loss from
AmeriCold Logistics of $3,684,000.

Net cash provided by investing activities of $126,000 resulted from
repayments of loans to AmeriCold Logistics.

Net cash provided by financing activities of $65,000 resulted from
borrowings under the Companys Revolving Credit Agreement with Vornado.

Cash Flows Three Months Ended March 31, 2001

Cash flows used in operating activities of $1,631,000 were comprised of
(i) a net loss of $3,804,000 and (ii) the net change in operating assets and
liabilities of $616,000, offset by (iii) adjustments for non-cash and
non-operating items of $2,789,000. The adjustments for non-cash and
non-operating items are comprised of (i) a loss from AmeriCold Logistics of
$2,011,000 and (ii) an unrealized loss from marketable securities of $778,000.

Net cash provided by financing activities of $1,400,000 resulted from
borrowings under the Companys Revolving Credit Agreement with Vornado.

Recently Issued Accounting Standards

In June 2001, the Financial Accounting Standards Board (FASB) issued
SFAS No. 141, Business Combinationsand SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 141 was effective in July 2001 and SFAS 142 was
effective in January 2002. The implementation of these standards did not have
an impact on the Companys financial statements.

In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations(effective January 1, 2003). SFAS No. 143 requires the
recording of the fair value of a liability for an asset retirement obligation
in the period in which it is incurred. The Company does not believe that the
adoption of SFAS No. 143 will affect the Companys financial statements.

In August 2001, the FASB issued SFAS No. 144 Accounting for the Impairment
or Disposal of Long-Lived Assets(effective January 1, 2002). SFAS No. 144
provides for a single accounting model for long lived-assets to be disposed of
by sale and requires discontinued operations presentation for disposals of a
component of an entity. The implementation of this standard did not have an
impact on the Companys financial statements.




Item 3.Quantitative and Qualitative Disclosures About Market Risk

At March 31, 2002, the Company had $31,489,000 of variable rate debt
outstanding bearing interest at LIBOR plus 3.00% (4.88% at March 31, 2002). A
one percent increase for one year in the base used to determine the interest
rate of the variable rate debt would result in a $315,000 increase in the
Companys annual net loss ($0.08 per basic and diluted share).

Page 13



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##### Table of Contents






PART II. OTHER INFORMATION




Item 1.Legal Proceedings

The Company is from time to time involved in legal actions arising in the
ordinary course of its business. In the opinion of management, after
consultation with legal counsel, the outcome of such matters will not have a
material adverse effect on the Companys financial condition, results of
operations or cash flows.




Item 5.Other Information

Crescent
Operating Inc., the 100% owner of our partner in the AmeriCold Logistics joint
venture, has announced its intention to file a voluntary petition under Chapter
11 of the U.S. Bankruptcy Code. Subject to confirmation of a plan of
reorganization and shareholder approval, it has agreed to transfer its interest
in AmeriCold Logistics to an entity that will be owned by the shareholders of
Crescent Real Estate Equities.




Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits required by Item 601 of Regulation S-K are filed herewith and are listed in the
attached Exhibit Index.

(b) Reports
on Form 8-K.

During the quarter ended March 31, 2002, 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.

|                  |  |     |  |                                                          | 
|----------------- |  | --- |  | -------------------------------------------------------- | 
|                  |  |     |  | VORNADO OPERATING COMPANY                               
|                  |  |     |  |                                                         
|                  |  |     |  | (Registrant)                                            
|                 
|                 
|                 
|                 
|                  |  |     |  |                                                         
|                 
|                 
|                 
|                 
|Date: May 2, 2002 |  | By: |  | /s/ Patrick T. Hogan                                    
|                  |  |     |  |                                                         
|                  |  |     |  | PATRICK T. HOGAN
Vice President, Chief Financial Officer

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##### Table of Contents






Exhibit Index

The
following is a list of all exhibits filed as part of this
report

|            |  |                                                                                                                                                                                                                                                                                                                                                   |  |     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                                   |  | Page
|            |  |                                                                                                                                                                                                                                                                                                                                                   |  |     
|2.1         |  | Assignment Agreement, dated as of December 31, 1998, between Vornado
Realty Trust, as assignor, and Vornado Operating Company, assignee
(incorporated by reference to Exhibit 2.1 of the Companys Current Report
on Form 8-K, dated December 31, 1998 (File No. 001-14525), as filed with
the Commission on January 15, 1999)                    |  | *   
|           
|
|2.2         |  | Put Agreement, dated as of December 31, 1998, between Vornado Realty
Trust, as grantor, and Vornado Operating Company, as grantee (incorporated
by reference to Exhibit 2.2 of the Companys Current Report on Form 8-K,
dated December 31, 1998 (File No. 001 -14525), as filed with the
Commission on January 15, 1999)                         |  | *   
|           
|
|2.3         |  | Asset Purchase Agreement dated as of February 26, 1999, between AmeriCold
Logistics, LLC, as Purchaser, and AmeriCold Corporation, as Seller
(incorporated by reference to Exhibit 2.1 of the Companys Current Report
on Form 8-K, dated March 12, 1999 (File No. 001-14525), as filed with the
Commission on March 31, 1999)                    |  | *   
|           
|
|2.4         |  | Asset Purchase Agreement, dated as of March 9, 1999, between Vornado
Crescent Logistics Operating Partnership, as Purchaser, and URS Logistics,
Inc., as Seller (incorporated by reference to Exhibit 2.2 of the Companys
Current Report on form 8-K, dated March 12, 1999 (File No. 001-14525), as
filed with the Commission on March 31, 1999) |  | *   
|           
|
|2.5         |  | Asset Purchase Agreement, dated as of March 9, 1999, between AmeriCold
Logistics, LLC, as Purchaser, and VC Omaha Holdings, L.L.C., as Seller
(incorporated by reference to Exhibit 2.3 of the Companys Current Report
on Form 8-K, dated March 12, 1999 (File No. 001-14525), as filed with the
Commission on March 31, 1999)                   |  | *   
|           
|
|2.6         |  | Asset Purchase Agreement, dated as of March 9, 1999, between AmeriCold
Logistics II, LLC, as Purchaser, and VC Missouri Holdings, L.L.C., as
Seller (incorporated by reference to Exhibit 2.4 of the Companys Current
Report on Form 8-K, dated March 12, 1999 (File No. 001-14525), as filed
with the Commission on March 31, 1999)             |  | *   
|           
|
|3.1         |  | Restated Certificate of Incorporation of Vornado Operating Company
(incorporated by reference to Exhibit 3.1 of the Companys Registration
Statement on Form S-11 (File No. 333-40701), as filed with the Commission
on September 28, 1998)                                                                                                       |  | *   
|           
|
|3.2         |  | Amended and Restated Bylaws of Vornado Operating Company (incorporated by
reference to Exhibit 3.2 of the Companys Quarterly Report on Form 10-Q
for the period ended March 31, 2000 (File No. 001-14525), as filed with
the Commission on May 9, 2000)                                                                                          |  | *   



---

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

Page 16



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##### Table of Contents



|            |  |                                                                                                                                                                                                                                                                                                                                                  |  |     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                                  |  | Page
|            |  |                                                                                                                                                                                                                                                                                                                                                  |  |     
|4.1         |  | Specimen stock certificate (incorporated by reference to Exhibit 4.1 of
the Companys Registration Statement on Form S-11 (File No. 333-40701), as
filed with the Commission on January 23, 1998)                                                                                                                                                |  | *   
|           
|
|10.1        |  | Intercompany Agreement, dated as of October 16, 1998, between Vornado
Operating Company and Vornado Realty Trust (incorporated by reference to
Exhibit 10.1 of the Companys Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 001-14525))                                                                               |  | *   
|           
|
|10.2        |  | Credit Agreement dated as of January 1, 1999, between Vornado Operating
Company and Vornado Realty L.P., together with related form of Line of
Credit Note (incorporated by reference to Exhibit 10.2 of the Companys
Annual Report on Form 10-K for the year ended December 31, 1998 (File No.
001-14525))                                     |  | *   
|           
|
|10.3        |  | 1998 Omnibus Stock Plan of Vornado Operating Company (incorporated by
reference to Exhibit 10.3 of the Companys Annual Report on Form 10-K for
the year ended December 31, 1998 (File No. 001 -14525))                                                                                                                                          |  | *   
|           
|
|10.4        |  | Agreement of Limited Partnership of Vornado Operating L.P. (incorporated
by reference to Exhibit 10.4 of the Companys Annual Report on Form 10-K
for the year ended December 31, 1998 (File No. 001-14525))                                                                                                                                     |  | *   
|           
|
|10.5        |  | Agreement, dated March 11, 1999, between Vornado Operating L.P. and COPI
Temperature Controlled Logistics L.L.C. (incorporated by reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K, dated March 12,
1999 (File No. 001-14525), as filed with the Commission on March 31, 1999)                                              |  | *   
|           
|
|10.6        |  | Master Lease Agreement, dated as of April 22, 1998, between URS Real
Estate, L.P., as Landlord, and URS Logistics, Inc., as Tenant
(incorporated by reference to Exhibit 10.2 of the Companys Current Report
on Form 8-K/A, dated March 12, 1999 (File No. 001-14525), as filed with
the Commission on May 26, 1999)                            |  | *   
|           
|
|10.7        |  | First Amendment to Master Lease Agreement, dated as of March 10, 1999,
between URS Real Estate, L.P. and URS Logistics, Inc. (incorporated by
reference to Exhibit 10.3 of the Companys Current Report on Form 8-K/A,
dated March 12, 1999 (File No. 001-14525), as filed with the Commission on
May 26, 1999)                                  |  | *   
|           
|
|10.7(A)     |  | Second Amendment to Master Lease Agreement, effective as of February 22,
2001, between URS Real Estate, L.P. and AmeriCold Logistics, LLC.
(incorporated by reference to Exhibit 10.7(A) of the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001 (File No.
001-14525), as filed with the Commission on May 11, 2001) |  | *   
|           
|
|10.8        |  | Assignment and Assumption of Master Lease, dated as of March 11, 1999,
between URS Logistics, Inc. and AmeriCold Logistics II, LLC (incorporated
by reference to Exhibit 10.4 of the Companys Current Report on Form
8-K/A, dated March 12, 1999 (File No. 001-14525), as filed with the
Commission on May 26, 1999)                            |  | *   



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##### Table of Contents



|            |  |                                                                                                                                                                                                                                                                                                                                                                                        |  |     
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                                                                        |  | Page
|            |  |                                                                                                                                                                                                                                                                                                                                                                                        |  |     
|10.9        |  | Master Lease Agreement, dated as of April 22, 1998, between AmeriCold Real
Estate, L.P., as Landlord and AmeriCold Corporation, as Tenant
(incorporated by reference to Exhibit 10.5 of the Companys Current Report
on Form 8-K/A, dated March 12, 1999 (File No. 001-14525), as filed with
the Commission on May 26, 1999)                                                           |  | *   
|           
|
|10.10       |  | First Amendment to Master Lease Agreement, dated as of March 10, 1999,
between AmeriCold Real Estate, L.P. and AmeriCold Logistics, LLC
(incorporated by reference to Exhibit 10.6 of the Companys Current Report
on Form 8-K/A, dated March 12, 1999 (File No. 001-14525), as filed with
the Commission on May 26, 1999)                                                             |  | *   
|           
|
|10.10(A)    |  | Second Amendment to Master Lease Agreement, effective as of February 22,
2001, between AmeriCold Real Estate, L.P. and AmeriCold Logistics, LLC.
(incorporated by reference to Exhibit 10.10(A) of the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001 (File No.
001-14525), as filed with the Commission on May 11, 2001)                                |  | *   
|           
|
|10.11       |  | Assignment and Assumption of Master Lease, dated as of February 28, 1999,
between AmeriCold Corporation and AmeriCold Logistics, LLC (incorporated
by reference to Exhibit 10.7 of the Companys Current Report on Form
8-K/A, dated March 12, 1999 (File No. 001-14525), as filed with the
Commission on May 26, 1999)                                                                |  | *   
|           
|
|10.12       |  | Master Lease Agreement, dated as of March 11, 1999, between URS Logistics,
Inc., as landlord, and AmeriCold Logistics II, LLC, as Tenant
(incorporated by reference to Exhibit 10.8 of the Companys Current Report
on Form 8-K/A, dated March 12, 1999 (File No. 001-14525), as filed with
the Commission on May 26, 1999)                                                            |  | *   
|           
|
|10.12(A)    |  | First Amendment to Master Lease Agreement, dated as of November 30, 1999,
between AmeriCold Corporation, as successor to URS Logistics, Inc., and
AmeriCold Logistics LLC.                                                                                                                                                                                                             |  | *   
|           
|
|10.12(B)    |  | Second Amendment to Master Lease Agreement, effective as of February 22,
2001, between AmeriCold Corporation, as successor to URS Logistics, Inc.,
and AmeriCold Logistics LLC. (incorporated by reference to Exhibit
10.12(A) of the Companys Quarterly Report on Form 10-Q for the quarter
ended March 31, 2001 (File No. 001-14525), as filed with the Commission on
May 11, 2001) |  | *   
|           
|
|10.12(C)    |  | Amendment to Master Lease Agreement, dated as of December 27, 2001,
between AmeriCold Corporation, as successor to URS Logistics, Inc., and
AmeriCold Logistics LLC.                                                                                                                                                                                                                   |  | *   
|           
|
|10.13       |  | Master Lease Agreement, dated as of February 28, 1999, between AmeriCold
Corporation, as Landlord, and AmeriCold Logistics, LLC, as Tenant
(incorporated by reference to Exhibit 10.9 of the Companys Current Report
on Form 8-K/A, dated March 12, 1999 (File No. 001-14525), as filed with
the Commission on May 26, 1999)                                                          |  | *   
|           
|
|10.13(A)    |  | First Amendment to Master Lease Agreement, dated November 30, 1999,
between AmeriCold Corporation and AmeriCold Logistics, LLC.                                                                                                                                                                                                                                                        |  | *   



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##### Table of Contents



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     |  |     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                                                                                                     |  | Page
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                     |  |     
|10.13(B)    |  | Second Amendment to Master Lease Agreement, effective February 22, 2001,
between AmeriCold Corporation and AmeriCold Logistics, LLC. (incorporated
by reference to Exhibit 10.13(A) of the Companys Quarterly Report on Form
10-Q for the quarter ended March 31, 2001 (File No. 001-14525), as filed
with the Commission on May 11, 2001)                                                                         |  | *   
|           
|
|10.13(C)    |  | Third Amendment to Master Lease Agreement, dated as of December 27, 2001,
between AmeriCold Corporation and AmeriCold Logistics, LLC.                                                                                                                                                                                                                                                                               |  | *   
|           
|
|10.14       |  | Master Lease Agreement, dated as of March 11, 1999, between each of the
entities listed on Exhibit A thereto, collectively as Landlord, and
AmeriCold Logistics, LLC, as Tenant (incorporated by reference to Exhibit
10.10 of the Companys Current Report on Form 8-K/A, dated March 12, 1999
(File No. 001-14525), as filed with the Commission on May 26, 1999)                                                 |  | *   
|           
|
|10.14(A)    |  | First Amendment to Master Lease Agreement, dated as of November 30, 1999,
by and among each of the entities listed on Exhibit A to the lease, or
their successors thereto, and AmeriCold Logistics, LLC.                                                                                                                                                                                                            |  | *   
|           
|
|10.14(B)    |  | Second Amendment to Master Lease Agreement, dated as of March 22, 2000,
among each of the entities identified on Exhibit A thereto, collectively
as Landlord, and AmeriCold Logistics LLC, as Tenant (incorporated by
reference to Exhibit 10.14(A) of the Companys Quarterly Report on Form
10-Q for the quarter ended March 31, 2000 (File No. 001-14525), as filed
with the Commission on May 9, 2000)          |  | *   
|           
|
|10.14(C)    |  | Third Amendment to Master Lease Agreement, effective as of February 22,
2001, by and among each of the entities listed on Exhibit A to the lease,
or their successors thereto, and AmeriCold Logistics, LLC. (incorporated
by reference to Exhibit 10.14(B) of the Companys Quarterly Report on Form
10-Q for the quarter ended March 31, 2001 (File No. 001-14525), as filed
with the Commission on May 11, 2001) |  | *   
|           
|
|10.14(D)    |  | Fourth Amendment to Master Lease Agreement, dated as of December 27, 2001,
by and among each of the entities listed on Exhibit A to the lease, or
their successors thereto, and AmeriCold Logistics, LLC.                                                                                                                                                                                                           |  | *   
|           
|
|10.15       |  | Master Lease Agreement, dated as of March 11, 1999, between VC Omaha
Holdings, L.L.C. and Carmar Freezers Thomasville L.L.C., together as
Landlord, and AmeriCold Logistics, LLC, as Tenant (incorporated by
reference to Exhibit 10.11 of the Companys Current Report on Form 8-K/A,
dated March 12, 1999 (File No. 001-14525), as filed with the Commission on
May 26, 1999)                                     |  | *   
|           
|
|10.15(A)    |  | First Amendment to Master Lease Agreement, dated as of November 30, 1999,
between VC Omaha Holdings, L.L.C., and Carmar Freezers Thomasville L.L.C.,
together as Landlord, and AmeriCold Logistics, LLC.                                                                                                                                                                                                            |  | *   



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##### Table of Contents



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | Page
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |     
|10.15(B)    |  | Second Amendment to Master Lease Agreement, effective as of February 22,
2001, between VC Omaha Holdings, L.L.C., and Carmar Freezers Thomasville
L.L.C., together as Landlord, and AmeriCold Logistics, LLC. (incorporated
by reference to Exhibit 10.15(A) of the Companys Quarterly Report on Form
10-Q for the quarter ended March 31, 2001 (File No. 001-14525), as filed
with the Commission on May 11, 2001)                                                                                                                                                                                                                                                                                                                                          |  | *   
|           
|
|10.15(C)    |  | Third Amendment to Master Lease Agreement, dated as of December 27, 2001,
between VC Omaha Holdings, L.L.C., and Carmer Freezers Thomasville L.L.C.,
together as Landlord, and AmeriCold Logistics, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  | *   
|           
|
|10.16       |  | Employment Agreement between Vornado Operating Company and Emanuel
Pearlman, dated May 19, 2000 (incorporated by reference to Exhibit 10.16
of the Companys Quarterly Report on Form 10-Q for the period ended June
30, 2000 (File No. 001-14525) as filed with the Commission on August 7,
2000)                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | *   
|           
|
|10.17       |  | Amended and Restated Limited Liability Company Agreement of Transportal
Network, LLC, a Delaware Limited Liability Company (incorporated by
reference to Exhibit 10.17 of the Companys Quarterly Report on Form 10-Q
for the period ended June 30, 2000 (File No. 001-14525), as filed with the
Commission on August 7, 2000)                                                                                                                                                                                                                                                                                                                                                                                                                                |  | *   
|           
|
|10.18       |  | Consolidation of Master Lease Agreements, dated as of January 23, 2002,
made among (i) VC Omaha Holdings L.L.C., and Carmar Freezers Thomasville
L.L.C., together as Landlord I, (ii) VC Freezer Amarillo, L.P., VC Freezer
Fremont L.L.C., VC Freezer Garden City L.L.C., VC Freezer Phoenix, L.L.C.,
VC Freezer Sioux Falls L.L.C., VC Freezer Springdale L.L.C., VC Freezer
Russelville L.L.C., VC Freezer Texarkana L.L.C., Carmar Freezers
Russelville L.L.C., VC Freezer Fort Worth L.L.C., AmeriCold Corporation,
VC Freezer Kentucky L.L.C., VC Freezer Massillon, L.L.C., VC Freezer
Strasburg L.L.C., VC Freezer Babcock L.L.C., together as Landlord II,
(iii) AmeriCold Corporation as Landlord III, and (iv) AmeriCold Logistics,
LLC as tenant. |  |     
|           
|
|21          |  | Subsidiaries of Vornado Operating Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | *   
|           
|
|23          |  | Consent of Deloitte & Touche LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | *   



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