##### Table of Contents



EXHIBIT INDEX ON PAGE 19

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

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

|                                |  |              
|------------------------------- |  | -------------
|For the quarterly period ended: |  | June 30, 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.

|         |  |       
|-------- |  | ------
|XBOX Yes |  | BOX No

As of August 12, 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 4.    Submission of Matters to a Vote of Security Holders                               
|                              | Item 5.    Other Information                                                                 
|                              | Item 6.    Exhibits and Reports on Form 8-K                                                  
|SIGNATURES                   
|Exhibit Index                



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##### Table of Contents



INDEX

|        |               |  |  |         |  |                                                                                       |  |                                                                                                          |    |             |    | 
|------- | ------------- |  |  | ------- |  | ------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- | -- | ----------- | -- | 
|        |               |  |  |         |  |                                                                                       |  |                                                                                                          |    | Page Number
|PART I  |               |  |  |         |  | Financial Information:                                                                |  |                                                                                                          |    |            
|       
|       
|       
|       
|        |               |  |  | Item 1. |  | Financial Statements:                                                                 |  |                                                                                                          |    |            
|       
|       
|       
|       
|        |               |  |  |         |  |                                                                                       |  | Consolidated Balance Sheets as of June 30, 2002 and December 31, 2001                                    |    |             | 3  | 
|       
|       
|       
|       
|        |               |  |  |         |  |                                                                                       |  | Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2002 and June 30, 2001 |    |             | 4  | 
|       
|       
|       
|       
|        |               |  |  |         |  |                                                                                       |  | Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002 and June 30, 2001           |    |             | 5  | 
|       
|       
|       
|       
|        |               |  |  |         |  |                                                                                       |  | Notes to Consolidated Financial Statements                                                               |    |             | 6  | 
|       
|       
|       
|       
|        |               |  |  | Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  |                                                                                                          | 11 |            
|       
|       
|       
|       
|        |               |  |  | Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                            |  |                                                                                                          | 16 |            
|       
|       
|       
|       
|PART II |               |  |  |         |  | Other Information:                                                                    |  |                                                                                                          |    |            
|       
|       
|       
|       
|        |               |  |  | Item 1. |  | Legal Proceedings                                                                     |  |                                                                                                          | 17 |            
|       
|       
|       
|       
|        |               |  |  | Item 4. |  | Submission of Matters to a Vote of Security Holders                                   |  |                                                                                                          | 17 |            
|       
|       
|       
|       
|        |               |  |  | Item 5. |  | Other Information                                                                     |  |                                                                                                          | 17 |            
|       
|       
|       
|       
|        |               |  |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                      |  |                                                                                                          | 17 |            
|       
|       
|       
|       
|        | Signatures    |  |  |         |  |                                                                                       |  |                                                                                                          |    |             | 18 | 
|       
|       
|       
|       
|        | Exhibit Index |  |  |         |  |                                                                                       |  |                                                                                                          |    | 19          |   

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##### Table of Contents






PART I. FINANCIAL INFORMATION




Item 1.Financial Statements

VORNADO OPERATING COMPANY




CONSOLIDATED BALANCE SHEETS

|                                                                                                                               |                             |   |             |             |              |   |             |             |  
|------------------------------------------------------------------------------------------------------------------------------ | --------------------------- | - | ----------- | ----------- | ------------ | - | ----------- | ----------- | -
|                                                                                                                               |                             |   | June 30,    |             | December 31,
|                                                                                                                               |                             |   | 2002        |             | 2001        
|                                                                                                                               |                             |   |             |             |             
|ASSETS                                                                                                                         |                             |   |             |             |              |   |             |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Cash and cash equivalents                                                                                                      |                             | $ | 282,269     |             |              | $ | 14,653      |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Investment in and advances to AmeriCold Logistics                                                                              |                             |   | 10,696,751  |             |              |   | 18,943,309  |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Prepaid expenses and other assets                                                                                              |                             |   | 46,116      |             |              |   | 152,961     |            
|                                                                                                                               |                             |   |             |             |              |   |             |            
|                                                                                                                               |                             | $ | 11,025,136  |             |              | $ | 19,110,923  |            
|                                                                                                                               |                             |   |             |             |              |   |             |            
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                          |                             |   |             |             |              |   |             |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Note, interest, and commitment fees payable to Vornado Realty Trust                                                            |                             | $ | 32,322,257  |             |              | $ | 31,434,682  |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Due to Vornado Realty Trust                                                                                                    |                             |   | 77,072      |             |              |   | 87,528      |            
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Accounts payable and accrued expenses                                                                                          |                             |   | 321,729     |             |              |   | 487,737     |            
|                                                                                                                               |                             |   |             |             |              |   |             |            
|                                                                                                                               | Total liabilities           |   |             | 32,721,058  |              |   |             | 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                                                                                                            |                             |   | (42,045,766 | )           |              |   | (33,248,868 | )          
|                                                                                                                               |                             |   |             |             |              |   |             |            
|                                                                                                                               |                             |   | (19,542,522 | )           |              |   | (10,745,624 | )          
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|                                                                                                                              
|Accumulated other comprehensive loss                                                                                           |                             |   | (2,153,400  | )           |              |   | (2,153,400  | )          
|                                                                                                                               |                             |   |             |             |              |   |             |            
|                                                                                                                               | Total stockholders deficit |   |             | (21,695,922 | )            |   |             | (12,899,024 | )
|                                                                                                                               |                             |   |             |             |              |   |             |            
|                                                                                                                               |                             | $ | 11,025,136  |             |              | $ | 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 |         | For The Six Months Ended
|                                                  |                            |   | June 30,                   |         | June 30,                
|                                                  |                            |   |                            |         |                         
|                                                  |                            |   | 2002                       |         | 2001                     |   | 2002       |         | 2001
|                                                  |                            |   |                            |         |                          |   |            |         |     
|REVENUES:                                         |                            |   |                            |         |                          |   |            |         |      |   |            |         |  |   |             |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Interest income            |   | $                          | 111     |                          |   | $          | 2,651   |      |   | $          | 111     |  |   | $           | 5,980   | 
|                                                 
|                                                 
|                                                 
|                                                 
|EXPENSES:                                         |                            |   |                            |         |                          |   |            |         |      |   |            |         |  |   |             |        
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | General and administrative |   |                            | 299,535 |                          |   |            | 414,177 |      |   |            | 572,556 |  |   |             | 921,585 | 
|                                                  |                            |   |                            |         |                          |   |            |         |      |   |            |         |  |   |             |        
|                                                  |                            |   | (299,424                   | )       |                          |   | (411,526   | )       |      |   | (572,445   | )       |  |   | (915,605    | )      
|                                                 
|                                                 
|                                                 
|                                                 
|Interest and debt expense to Vornado Realty Trust |                            |   | (495,940                   | )       |                          |   | (621,497   | )       |      |   | (986,452   | )       |  |   | (1,222,987  | )      
|                                                 
|                                                 
|                                                 
|                                                 
|Loss from AmeriCold Logistics                     |                            |   | (3,927,306                 | )       |                          |   | (5,811,920 | )       |      |   | (7,238,001 | )       |  |   | (7,733,120  | )      
|                                                 
|                                                 
|                                                 
|                                                 
|Unrealized loss from marketable securities        |                            |   |                           |         |                          |   |           |         |      |   |           |         |  |   | (777,630    | )      
|                                                  |                            |   |                            |         |                          |   |            |         |      |   |            |         |  |   |             |         | 
|Loss before income tax benefit                    |                            |   | (4,722,670                 | )       |                          |   | (6,844,943 | )       |      |   | (8,796,898 | )       |  |   | (10,649,342 | )      
|                                                 
|                                                 
|                                                 
|                                                 
|Income tax benefit                                |                            |   |                           |         |                          |   |           |         |      |   |           |         |  |   |            |        
|                                                  |                            |   |                            |         |                          |   |            |         |      |   |            |         |  |   |             |         | 
|NET LOSS                                          |                            | $ | (4,722,670                 | )       |                          | $ | (6,844,943 | )       |      | $ | (8,796,898 | )       |  | $ | (10,649,342 | )      
|                                                  |                            |   |                            |         |                          |   |            |         |      |   |            |         |  |   |             |         | 
|Net loss per share  basic and diluted            |                            | $ | (1.16                      | )       |                          | $ | (1.68      | )       |      | $ | (2.16      | )       |  | $ | (2.62       | )      
|                                                  |                            |   |                            |         |                          |   |            |         |      |   |            |         |  |   |             |         | 

See notes to consolidated financial statements.

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##### Table of Contents



VORNADO OPERATING COMPANY




CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                     |                                                                             |                                                   |                                                                      |            |                          |           |            |             |            |           |  
|---------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------- | -------------------------------------------------------------------- | ---------- | ------------------------ | --------- | ---------- | ----------- | ---------- | --------- | -
|                                                     |                                                                             |                                                   |                                                                      |            | For The Six Months Ended
|                                                     |                                                                             |                                                   |                                                                      |            | June 30,                
|                                                     |                                                                             |                                                   |                                                                      |            |                         
|                                                     |                                                                             |                                                   |                                                                      |            | 2002                     |           | 2001      
|                                                     |                                                                             |                                                   |                                                                      |            |                          |           |           
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                                             |                                                   |                                                                      |            |                          |           |            |            
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Net loss                                                                    |                                                   | $                                                                    | (8,796,898 | )                        |           | $          | (10,649,342 | )         
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Adjustments to reconcile net loss to net cash used in
operating activities: |                                                   |                                                                      |            |                          |           |            |             |           
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                             |                                                   | Equity in loss from AmeriCold Logistics                              |            |                          | 7,984,200 |            |             |            | 8,038,800 |  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                             |                                                   | Unrealized loss from marketable securities                           |            |                          |          |            |             |            | 777,630   |  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Changes in operating assets and liabilities:                                |                                                   |                                                                      |            |                          |           |            |             |           
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                             |                                                   | Prepaid expenses and other assets                                    |            |                          | 106,845   |            |             |            | 72,496    |  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                             |                                                   | Interest and commitment fees payable on note to Vornado
Realty Trust |            |                          | 822,575   |            |             |            |          |  
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                             |                                                   | Interest receivable on loans to AmeriCold Logistics                  |            |                          | 5,468     |            |             |            | (80,000   | )
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                             |                                                   | Accounts payable and accrued expenses                                |            |                          | (166,008  | )          |             |            | (130,844  | )
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                             |                                                   | Due to Transportal Network                                           |            |                          |          |            |             |            | (582,194  | )
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                             |                                                   | Due to Vornado Realty Trust                                          |            |                          | (10,456   | )          |             |            | 31,983    |  
|                                                     |                                                                             |                                                   |                                                                      |            |                          |           |            |            
|Net cash used in operating activities                |                                                                             |                                                   | (54,274                                                              | )          |                          |           | (2,521,471 | )          
|                                                     |                                                                             |                                                   |                                                                      |            |                          |           |            |            
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                                             |                                                   |                                                                      |            |                          |           |            |            
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                             | Investment in and advances to AmeriCold Logistics |                                                                      |            |                         |           |            |             | (8,940,000 | )        
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                             | Repayments of loans to AmeriCold Logistics        |                                                                      |            | 256,890                  |           |            |             |           |          
|                                                     |                                                                             |                                                   |                                                                      |            |                          |           |            |            
|Net cash provided by (used in) investing activities  |                                                                             |                                                   | 256,890                                                              |            |                          |           | (8,940,000 | )          
|                                                     |                                                                             |                                                   |                                                                      |            |                          |           |            |            
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                                                             |                                                   |                                                                      |            |                          |           |            |            
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     | Proceeds from borrowings                                                    |                                                   |                                                                      | 65,000     |                          |           |            | 11,100,000  |           
|                                                     |                                                                             |                                                   |                                                                      |            |                          |           |            |            
|Net increase (decrease) in cash and cash equivalents |                                                                             |                                                   | 267,616                                                              |            |                          |           | (361,471   | )          
|                                                    
|                                                    
|                                                    
|                                                    
|Cash and cash equivalents at beginning of period     |                                                                             |                                                   | 14,653                                                               |            |                          |           | 589,564    |            
|                                                     |                                                                             |                                                   |                                                                      |            |                          |           |            |            
|Cash and cash equivalents at end of period           |                                                                             | $                                                 | 282,269                                                              |            |                          | $         | 228,093    |            
|                                                     |                                                                             |                                                   |                                                                      |            |                          |           |            |             |           
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:    |                                                                             |                                                   |                                                                      |            |                          |           |            |            
|                                                    
|                                                    
|                                                    
|                                                    
|                                                     |                                                                             | Cash payments for interest and commitment fees    |                                                                      | $          | 163,877                  |           |            | $           | 1,222,987  |          
|                                                     |                                                                             |                                                   |                                                                      |            |                          |           |            |             |           

See notes to consolidated financial statements.

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##### Table of Contents






VORNADO OPERATING COMPANYNOTES 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 June
30, 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 June 30, 2002, the consolidated
statements of operations for the three and six months ended June 30, 2002 and
2001, and the consolidated statements of cash flows for the six months ended
June 30, 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 six months ended June 30, 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 Companys 60% interest in AmeriCold Logistics is accounted for
under the equity method of accounting, as the Company does not exercise
unilateral control. The investments in and advances to AmeriCold Logistics are
recorded initially at cost and subsequently adjusted for the Companys share of
the net income or loss and cash contributions to and distributions from
AmeriCold Logistics.

Management has made estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.

Certain amounts in the prior years consolidated financial statements have
been reclassified to conform to the current year presentation.

3. INVESTMENT IN PARTNERSHIP AND
LOAN FROM VORNADO REALTY TRUST

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

|                                   |  |               |             |                   |  |   |            | 
|---------------------------------- |  | ------------- | ----------- | ----------------- |  | - | ---------- | 
|                                   |  | June 30, 2002 |             | December 31, 2001
|                                   |  |               |             |                  
|AmeriCold Logistics (60% interest) |  |               | $10,696,751 |                   |  | $ | 18,943,309 | 
|                                   |  |               |             |                   |  |   |            | 

In 2000 and 2001, the Company made three secured loans totaling
$11,940,000 to AmeriCold Logistics. The loans are secured by mortgages on
AmeriCold Logistics quarries and property, plant and equipment. On March 11,
2002, the loans were amended to extend the maturity dates and monthly payments
to December 31, 2004.

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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 has filed a
preliminary proxy with the Securities and Exchange Commission seeking to obtain
shareholder approval of a bankruptcy plan to be implemented under Chapter 11 of
the United States Bankruptcy Code. 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) consolidated 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 and
accrues a return of 12% compounded annually from March 7, 2000. The Companys
share of AmeriCold Logistics remains at 60%. Based on the Companys policy of
recognizing revenue when earned and collection is assured or cash is received,
the Company has not recognized any revenue resulting from the return on the
$6,000,000.

|                                   |  |                                      |            |                          |  |      |            |      |  |   |            |   |  |   |            |  
|---------------------------------- |  | ------------------------------------ | ---------- | ------------------------ |  | ---- | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                   |  | Loss from Investments in Partnership
|                                   |  |                                     
|                                   |  | For The Three Months Ended           |            | For The Six Months Ended
|                                   |  | June 30,                             |            | June 30,                
|                                   |  |                                      |            |                         
|                                   |  | 2002                                 |            | 2001                     |  | 2002 |            | 2001
|                                   |  |                                      |            |                          |  |      |            |     
|AmeriCold Logistics (60% interest) |  | $                                    | (3,927,306 | )                        |  | $    | (5,811,920 | )    |  | $ | (7,238,001 | ) |  | $ | (7,733,120 | )
|                                   |  |                                      |            |                          |  |      |            |      |  |   |            |   |  |   |            |  

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

|                                                     |  |                            |             |                          |  |      |             |      |  |   |             |   |  |   |             |  
|---------------------------------------------------- |  | -------------------------- | ----------- | ------------------------ |  | ---- | ----------- | ---- |  | - | ----------- | - |  | - | ----------- | -
|                                                     |  | For The Three Months Ended |             | For The Six Months Ended
|                                                     |  | June 30,                   |             | June 30,                
|                                                     |  |                            |             |                         
|                                                     |  | 2002                       |             | 2001                     |  | 2002 |             | 2001
|                                                     |  |                            |             |                          |  |      |             |     
|Revenues                                             |  | $                          | 154,862,000 |                          |  | $    | 159,091,000 |      |  | $ | 309,490,000 |   |  | $ | 318,866,000 |  
|                                                     |  |                            |             |                          |  |      |             |      |  |   |             |   |  |   |             |  
|Costs other than depreciation
applicable to revenues |  | $                          | 149,767,000 |                          |  | $    | 154,839,000 |      |  | $ | 298,309,000 |   |  | $ | 306,954,000 |  
|                                                     |  |                            |             |                          |  |      |             |      |  |   |             |   |  |   |             |  
|Net loss                                             |  | $                          | (7,167,000  | )                        |  | $    | (10,046,000 | )    |  | $ | (13,307,000 | ) |  | $ | (13,398,000 | )
|                                                     |  |                            |             |                          |  |      |             |      |  |   |             |   |  |   |             |  

During the first and second quarters 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 the quarter ended June 30, 2002  |  | $     | 6,240,000  |       |  | $             | 3,744,000  | 
|                                                
|                                                
|                                                
|                                                
|Deferred during the quarter ended March 31, 2002 |  |       | 3,014,000  |       |  |               | 1,808,400  | 
|                                                
|                                                
|                                                
|                                                
|Aggregate deferral at December 31, 2001          |  |       | 8,335,000  |       |  |               | 5,001,000  | 
|                                                 |  |       |            |       |  |               |            | 
|Total deferred rent at June 30, 2002             |  | $     | 17,589,000 |       |  | $             | 10,553,400 | 
|                                                 |  |       |            |       |  |               |            | 

On
January 23, 2002, four of the leases with the Vornado REIT/Crescent REIT
Partnership (the Landlord) were combined into one lease.
This did not affect total contractual rent
due under the combined leases.

AmeriCold Logistics anticipates that the Landlord may further restructure
the leases to provide additional cash flow. In the absence of such a
restructuring, AmeriCold Logistics will not have the ability to
distribute funds to the Company and in turn, the Company will not
have resources sufficient to repay its $32,322,257 loan from Vornado
Realty Trust (Vornado) due December 31, 2004.

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##### Table of Contents



VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

4. VORNADO AGREEMENT

The Company and 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 $107,135 for the three
months ended June 30, 2002 and 2001 and $165,000 and $206,179 for the six
months ended June 30, 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:

|                                       |                                                                                                   |                        |       |                            |   |                          |       |            |   |      |       |            |   |   |       |             |   | 
|-------------------------------------- | ------------------------------------------------------------------------------------------------- | ---------------------- | ----- | -------------------------- | - | ------------------------ | ----- | ---------- | - | ---- | ----- | ---------- | - | - | ----- | ----------- | - | 
|                                       |                                                                                                   |                        |       | For The Three Months Ended |   | For The Six Months Ended
|                                       |                                                                                                   |                        |       | June 30,                   |   | June 30,                
|                                       |                                                                                                   |                        |       |                            |   |                         
|                                       |                                                                                                   |                        |       | 2002                       |   | 2001                     |       | 2002       |   | 2001
|                                       |                                                                                                   |                        |       |                            |   |                          |       |            |   |     
|Numerator:                             |                                                                                                   |                        |       |                            |   |                          |       |            |   |      |       |            |   |   |       |            
|                                      
|                                      
|                                      
|                                      
|                                       | Net loss                                                                                          |                        | $     | (4,722,670                 | ) |                          | $     | (6,844,943 | ) |      | $     | (8,796,898 | ) |   | $     | (10,649,342 | )
|                                       |                                                                                                   |                        |       |                            |   |                          |       |            |   |      |       |            |   |   |       |             |  
|Denominator:                           |                                                                                                   |                        |       |                            |   |                          |       |            |   |      |       |            |   |   |       |            
|                                      
|                                      
|                                      
|                                      
|                                       | Denominator
for basic loss per share - weighted average shares                                    |                        |       | 4,068,924                  |   |                          |       | 4,068,924  |   |      |       | 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  |   |      |       | 4,068,924  |   |   |       | 4,068,924   |  
|                                       |                                                                                                   |                        |       |                            |   |                          |       |            |   |      |       |            |   |   |       |             |  
|Net loss per share  basic and diluted |                                                                                                   | $                      | (1.16 | )                          |   | $                        | (1.68 | )          |   | $    | (2.16 | )          |   | $ | (2.62 | )          
|                                       |                                                                                                   |                        |       |                            |   |                          |       |            |   |      |       |            |   |   |       |             |  

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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:

|                                                                                                    |  |                            |            |                          |  |      |            |      |  |   |            |   |  |   |             |  
|--------------------------------------------------------------------------------------------------- |  | -------------------------- | ---------- | ------------------------ |  | ---- | ---------- | ---- |  | - | ---------- | - |  | - | ----------- | -
|                                                                                                    |  | For The Three Months Ended |            | For The Six Months Ended
|                                                                                                    |  | June 30,                   |            | June 30,                
|                                                                                                    |  |                            |            |                         
|                                                                                                    |  | 2002                       |            | 2001                     |  | 2002 |            | 2001
|                                                                                                    |  |                            |            |                          |  |      |            |     
|Net loss                                                                                            |  | $                          | (4,722,670 | )                        |  | $    | (6,844,943 | )    |  | $ | (8,796,898 | ) |  | $ | (10,649,342 | )
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Recognition of unrealized loss from
marketable securities previously included
in comprehensive loss |  |                            |           |                          |  |      |           |      |  |   |           |   |  |   | 720,126     |  
|                                                                                                   
|                                                                                                   
|                                                                                                   
|                                                                                                   
|Proportionate share of other comprehensive
loss of AmeriCold Logistics                              |  |                            |           |                          |  |      |           |      |  |   |           |   |  |   | (498,000    | )
|                                                                                                    |  |                            |            |                          |  |      |            |      |  |   |            |   |  |   |             |  
|Comprehensive loss                                                                                  |  | $                          | (4,722,670 | )                        |  | $    | (6,844,943 | )    |  | $ | (8,796,898 | ) |  | $ | (10,427,216 | )
|                                                                                                    |  |                            |            |                          |  |      |            |      |  |   |            |   |  |   |             |  

7. STOCKHOLDER PROTECTION RIGHTS PLAN

On May 29, 2002, the Company adopted a Stockholder Protection Rights Plan
(the Plan) and declared a dividend of one right for each outstanding share of
the Companys common stock. The dividend was paid on June 7, 2002 to
stockholders of record on June 7, 2002. In addition, the Company issued one
right in respect of each outstanding limited partnership unit of Company L.P.
not owned by the Company. The initial issuance of the rights had no accounting
or tax consequences and did not change the way in which the common stock is
traded.

The rights become exercisable after the earlier of (a) ten business days
after any person commences a tender offer that would result in such person
becoming the beneficial owner of 10% or more of the common stock (an Acquiring
Person) or (b) on the first day on which any person becomes an Acquiring
Person, subject to certain exceptions. Pursuant to the terms of the Plan,
rights owned by an Acquiring Person will automatically become void and each
other right will entitle the holder to receive, for $13.50, as adjusted under
the terms of the Plan, (the Exercise Price), cash in an amount, or debt or
other securities with value, equal to (i) the closing market price of a share
of common stock on the date of exercise times (ii) the number of shares of
common stock having an aggregate market value, as defined by the Plan, equal to
twice the Exercise Price, or, at the Companys discretion, the number of shares
of common stock described in (ii) above.

The rights will expire on June 7, 2012 unless they expire earlier as
provided in the Plan. The Company may redeem the rights subject to certain
conditions.

8. COMMITMENTS AND CONTINGENCIES

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

9. RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and
Other Intangible Assets(effective January 1, 2002). SFAS No. 142 specifies
that goodwill and some intangible assets will no longer be amortized but
instead be subject to periodic impairment testing. The implementation of this
standard did not have an impact on the Companys consolidated financial
statements.

In June 2001, 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

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VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

period in which it is incurred. The Company does not believe that the adoption
of SFAS No. 143 will affect the Companys consolidated financial statements.

In August 2001, 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 consolidated financial statements.

In April 2002, FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt, SFAS No. 44, Accounting for Intangible Assets of Motor
Carriers, and SFAS No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements. SFAS No. 145 requires, among other things, (i) that the
modification of a lease that results in a change of the classification of the
lease from capital to operating under the provisions of SFAS No. 13, Accounting
for Leases, be accounted for as a sale-leaseback transaction and (ii) the
reporting of gains or losses from the early extinguishment of debt as
extraordinary items only if they meet the criteria of Accounting Principles
Board Opinion No. 30, Reporting the Results of Operations  Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. The rescission of SFAS No. 4
is effective January 1, 2003. The amendment of SFAS No. 13 is effective for
transactions occurring on or after May 15, 2002. The rescissions of SFAS No.
44 and 64 and the amendment of SFAS No. 13 did not have an impact on the
Companys consolidated financial statements. The Company does not believe that
the rescission of SFAS No. 4 will affect the Companys consolidated financial
statements.

In July 2002, FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities (effective January 1, 2003).
SFAS No. 146
replaces current accounting literature and requires the recognition of costs
associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  The Company
does not believe that the adoption of  SFAS No. 146 will affect the
Company's consolidated financial statements.

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

Certain statements contained herein constitute forward-looking statements
as such term is defined in Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Our future results, financial condition
and business may differ materially from those expressed in these
forward-looking statements. You can find many of these statements by looking
for words such as believes, expects, anticipates, intends, plans or
similar expressions in this Quarterly Report on Form 10-Q. These
forward-looking statements are subject to numerous assumptions, risks and
uncertainties. Many of the factors that will determine these items are beyond
our ability to control or predict. Factors that 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, the Companys
Stockholder Protection Rights Plan 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. For these statements, we claim protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. See Risk Factors in the Companys Annual
Report on Form 10-K for the year ended December 31, 2001.

Managements Discussion and Analysis of Financial Condition and Results of
Operations discusses the Companys consolidated financial statements for the
three and six months ended June 30, 2002 and 2001. 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 consolidated financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates. A summary of the Companys significant accounting policies is
included in Note 2  Summary of Significant Accounting Policies to 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.

General and administrative expenses were $300,000 for the three months
ended June 30, 2002, compared to $414,000 for the three months ended June 30,
2001, a decrease of $114,000. General and administrative expenses were
$573,000 for the six months ended June 30, 2002, compared to $922,000 for the
six months ended June 30, 2001, a decrease of $349,000. These decreases
resulted primarily from lower payroll costs relating to the resignation of the
Companys former Chief Operating Officer, Emanuel Pearlman, effective June 15,
2001.

The Companys loss from AmeriCold Logistics was $3,927,000 for the three
months ended June 30, 2002, compared to $5,812,000 for the three months ended
June 30, 2001, a decrease of $1,885,000, and $7,238,000 for the six months
ended June 30, 2002, compared to $7,733,000 for the six months ended June 30,
2001, a decrease of $495,000. These losses are reduced by interest income
earned on loans advanced to AmeriCold Logistics by the Company. Interest
income was $373,000 for the three months ended June 30, 2002, compared to
$216,000 for the three months ended June 30, 2001, an increase of $157,000, and
$746,000 for the six months ended June 30, 2002, compared to $306,000 for the
six months ended June 30, 2001, an increase of $440,000. These
increases were the result of higher average loans outstanding during the current periods.
Excluding interest income, the loss from AmeriCold Logistics was $4,300,000 and
$6,028,000 for the three months ended June 30, 2002 and 2001, respectively, and
$7,984,000 and $8,039,000 for the six months ended June 30, 2002 and 2001,
respectively. (These amounts are discussed below.)

In the three months ended December 31, 2001, the Landlord waived its
rights to collect $39,812,000 of rent (of which the Companys share was
$23,887,000) and AmeriCold Logistics recorded this forgiveness in that quarter.
$25,469,000 related to 2001 and, giving effect to this item on a pro forma
basis, had the forgiveness been reflected in the quarters in which the rents
were originally deferred, AmeriCold Logistics net loss for the three and six

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##### Table of Contents



months ended June 30, 2001 would have been $3,900,000 lower (of which the
Companys share would have been $2,340,000).



| |                                                      
| | -----------------------------------------------------
| | The AmeriCold Logistics results are discussed below:

AmeriCold Logistics Results of Operations for the Three and Six Months
Ended June 30, 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.



| |                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Certain amounts in the prior years discussion of AmeriCold Logistics
results of operations have been reclassified to conform to the current year
presentation.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Revenues were $154,862,000 for the three months ended June 30, 2002,
compared to $159,091,000 for the three months ended June 30, 2001, a
decrease of $4,229,000,and $309,490,000 for the six months ended June
30, 2002, compared to $318,866,000 for the six months ended June 30,
2001, a decrease of $9,376,000. Revenues from Leased Operations were
$106,441,000 for the three months ended June 30, 2002, compared to
$106,021,000 for the three months ended June 30, 2001, an increase of
$420,000, and $212,202,000 for the six months ended June 30, 2002,
compared to $214,142,000 for the six months ended June 30, 2001, a
decrease of $1,940,000. Revenues from Other Operations were $48,421,000
for the three months ended June 30, 2002, compared to $53,070,000 for the
three months ended June 30, 2001, a decrease of $4,649,000, and
$97,288,000 for the six months ended June 30, 2002, compared to
$104,724,000 for the six months ended June 30, 2001, a decrease of
$7,436,000.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The revenue decrease in Leased Operations for the six months ended
June 30, 2002 was primarily the result of a reduction in customer
inventory turns, a rate restructuring with a significant customer, and
temporary plant shut-downs. These aforementioned factors were
partially offset in
the three months ended June 30, 2002 by higher occupancy rates.                                                                                                                                                                                                                                                                                  
|
| | The revenue decreases in Other Operations for the three and six
months ended June 30, 2002 were largely attributable to the
discontinuation of Transportation Management Services business with lower
margin customers and a reduction in volume, partially offset by revenue
from two new warehouse management contracts in the three months ended
June 30, 2002.                                                                                                                                                                                                                                                                             
|
| | The gross margin for Leased Operations was $37,574,000, or 35.3%,
for the three months ended June 30, 2002, compared to $38,057,000, or
35.9%, for the three months ended June 30, 2001, a decrease of $483,000,
and $77,789,000, or 36.7%, for the six months ended June 30, 2002,
compared to $77,905,000 or 36.4%, for the six months ended June 30, 2001,
a decrease of $116,000. The decline in gross margins for the three and
six months ended June 30, 2002 was primarily the result of increased
insurance and workers compensation expenses, partially offset by a
decline in labor costs and a reduction of operating supplies.    
|
| | Operating income from Other Operations was $3,591,000 for the three
months ended June 30, 2002, compared to $3,128,000 for the three months
ended June 30, 2001, an increase of $463,000, and $7,281,000 for the six
months ended June 30, 2002, compared to $6,420,000 for the six months
ended June 30, 2001, an increase of $861,000. The increases were largely
attributable to improved margins on Transportation Management Services
and a decrease in payroll resulting from the consolidation of the
Transportation Management Services business, formerly located in
Portland, Oregon, into AmeriCold Logistics Atlanta headquarters.
|
| | Rent expense was $36,346,000 for the three months ended June 30,
2002, compared to $36,940,000 for the three months ended June 30, 2001, a
decrease of $594,000, and $73,888,000 for the six months ended June 30,
2002, compared to $72,420,000 for the six months ended June 30, 2001, an
increase of $1,468,000. The decrease for the quarter and the increase
for the six months as compared to the prior years periods
resulted from
the contingent rent under certain leases which varies based on revenue in
the applicable periods. AmeriCold Logistics currently anticipates that
the $4,000,000 increase in contractual             

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | rent expense for 2002 under its leases with the Landlord will not be
payable as a result of the percentage rent clauses in such leases.                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | In the three months ended December 31, 2001, the Landlord waived its
rights to collect $39,812,000 of rent and AmeriCold Logistics recorded
this forgiveness in that quarter. $25,469,000 related to 2001 and, giving
effect to this item on a pro forma basis, had the forgiveness been
reflected in the quarters in which the rents were originally deferred,
net loss for the three and six months ended June 30, 2001 would have been
$3,900,000 lower.                                                                                                  
|
| | General and administrative expenses were $8,680,000 for the three
months ended June 30, 2002, compared to $11,463,000 for the three months
ended June 30, 2001, a decrease of $2,783,000,and $17,347,000 for the
six months ended June 30, 2002, compared to $19,789,000 for the six
months ended June 30, 2001, a decrease of $2,442,000. These decreases
were primarily the result of severance costs recorded in the three months
ended June 30, 2001.                                                                                                    
|
| | Depreciation and amortization expense was $2,395,000 for the three
months ended June 30, 2002, compared to $2,260,000 for the three months
ended June 30, 2001, an increase of $135,000, and $5,268,000 for the six
months ended June 30, 2002, compared to $4,447,000 for the six months
ended June 30, 2001, an increase of $821,000. The increases for the
three and six months ended June 30, 2002 were primarily due to an
adjustment in the first quarter of the current year of the useful lives
of certain assets and additional equipment purchases.
|
| | Interest expense was $1,026,000 for the three months ended June 30,
2002, compared to $802,000 for the three months ended June 30, 2001, an
increase of $224,000, and $2,118,000 for the six months ended June 30,
2002, compared to $1,491,000 for the six months ended June 30, 2001, an
increase of $627,000. These increases were largely attributable to higher
average borrowings outstanding in the current year.                                                                                                                                     
|
| | Other income was $115,000 for the three months ended June 30, 2002,
compared to $234,000 for the three months ended June 30, 2001, a decrease
of $119,000, and $244,000 for the six months ended June 30, 2002,
compared to $424,000 for the six months ended June 30, 2001, a decrease
of $180,000. These decreases resulted primarily from lower interest
earned on outstanding cash balances in the current year.                                                                                                                                         
|
| | As a result of the aforementioned factors, net loss for the three
months ended June 30, 2002 decreased by $2,879,000 to $7,167,000 when
compared to the prior years quarter. The Companys share of this net
loss is $4,300,000. Net loss for the six months ended June 30, 2002
decreased by $91,000 to $13,307,000 when compared to the prior years six
months. The Companys share of this net loss is $7,984,000.                                                                                                                                      

Interest and debt expense to Vornado Realty Trust was $496,000 for the
three months ended June 30, 2002, compared to $621,000 for the three months
ended June 30, 2001, a decrease of $125,000, and $986,000 for the six months
ended June 30, 2002, compared to $1,223,000 for the six months ended June 30,
2001, a decrease of $237,000. These decreases resulted primarily from interest
calculated on lower LIBOR rates under the Revolving Credit Agreement with
Vornado.

The Company recognized an unrealized loss from marketable securities of
$778,000 in the six months ended June 30, 2001, due to an other than temporary
decline in fair value of marketable securities available for sale.

As a result of the aforementioned factors, the Company had a net loss of
$4,723,000 for the three months ended June 30, 2002, compared to $6,845,000 for
the three months ended June 30, 2001, a decrease of $2,122,000, and $8,797,000
for the six months ended June 30, 2002, compared to $10,649,000 for the six
months ended June 30, 2001, a decrease of $1,852,000.

Liquidity and Capital Resources

The Company has a $75,000,000 unsecured Revolving Credit Agreement with
Vornado which expires on December 31, 2004. Borrowings under this facility
bear interest at LIBOR plus 3% (4.83% at June 30, 2002). The Company pays
Vornado a commitment fee equal to 1% per annum on the average daily unused
portion of the

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##### Table of Contents



facility pursuant thereto. Amounts may be borrowed under the Revolving Credit
Agreement, repaid and reborrowed from time to time on a revolving basis (so
long as the principal amount outstanding at any time does not exceed
$75,000,000). 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 any dividends. The Company currently has no external sources of
financing except this facility (see paragraph below on lease
restructuring for the source of repayment of the debt under this
facility). At June 30, 2002, $834,000 of interest and
commitment fees were unpaid, which reduces the availability under the Revolving
Credit Agreement to $42,678,000.

In 2000 and 2001, the Company made three secured loans totaling
$11,940,000 to AmeriCold Logistics. The loans are secured by mortgages on
AmeriCold Logistics quarries and property, plant and equipment. On March 11,
2002, the loans were amended to extend the maturity dates and monthly payments
to December 31, 2004.

During the first and second quarters 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 the quarter ended June 30, 2002  |  | $     | 6,240,000  |       |  | $             | 3,744,000  | 
|                                                
|                                                
|                                                
|                                                
|Deferred during the quarter ended March 31, 2002 |  |       | 3,014,000  |       |  |               | 1,808,400  | 
|                                                
|                                                
|                                                
|                                                
|Aggregate deferral at December 31, 2001          |  |       | 8,335,000  |       |  |               | 5,001,000  | 
|                                                
|                                                
|                                                
|                                                
|                                                 |  |       |            |       |  |               |            | 
|                                                 |  |       |            |       |  |               |            | 
|Total deferred rent at June 30, 2002             |  | $     | 17,589,000 |       |  | $             | 10,553,400 | 
|                                                 |  |       |            |       |  |               |            | 

On
January 23, 2002, four of the leases with the Landlord were
combined into one lease. This did not
affect total contractual rent due under the combined leases.

Lease Restructuring

AmeriCold Logistics anticipates that the Landlord may further restructure
the leases to provide additional cash flow. In the absence of such a
restructuring, AmeriCold Logistics will not have the ability to
distribute funds to the Company and in turn, the Company will not
have resources sufficient to repay its $32,322,000 loan from Vornado
due December 31, 2004.

The Companys $6,000,000 contribution to AmeriCold Logistics in March 2000
was unmatched by the Companys partner, whose 100% owner has filed a
preliminary proxy with the Securities and Exchange Commission seeking to obtain
shareholder approval of a bankruptcy plan to be implemented under Chapter 11 of
the United States Bankruptcy Code. 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) consolidated 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 and
accrues a return of 12% compounded annually from March 7, 2000. The Companys
share of AmeriCold Logistics remains at 60%. Based on the Companys policy of
recognizing revenue when earned and collection is assured or cash is received,
the Company has not recognized any revenue resulting from the return on the
$6,000,000.

On April 30, 2002, the American Stock Exchange (AMEX) notified the
Company that it had fallen below the AMEXs continued listing standards because
it had losses from continuing operations and/or net losses in two of its three
most recent fiscal years and it had not maintained at least $2,000,000 in
stockholders equity. The April 30, 2002 letter offered the Company an
opportunity to submit a plan that would ultimately bring the Company into
compliance with the AMEXs continued listing standards. On June 6, 2002, the
Company submitted a plan to the AMEX which includes the anticipated
restructuring of AmeriCold Logistics leases with the Landlord to provide
additional cash flow; the sale of non-core assets by AmeriCold Logistics; and
operating improvements. After reviewing the Companys plan, the AMEX notified
the Company by letter dated July 8, 2002 that it accepted the Companys plan of
compliance and granted the Company an extension of time to regain compliance
with the continued listing standards. The Company will be subject to periodic
review by the AMEXs staff during the extension period. Failure to make
progress consistent with the plan or to regain compliance with the continued
listing standards could result in the Company being delisted from the AMEX.
There can be no assurance that the Company will be able to achieve its plan.

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 debts and expenses. The Company estimates that it has adequate borrowing
capacity under the Companys Revolving Credit Agreement with Vornado to meet
its cash requirements, but in the absence of the lease restructuring
discussed above, the Company will not have a source to repay the debt
under this facility.

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##### Table of Contents



Cash Flows for the Six Months Ended June 30, 2002

Cash flows used in operating activities of $54,000 were comprised of (i) a
net loss of $8,797,000, offset by (ii) a non-cash loss from AmeriCold Logistics
of $7,984,000 and (iii) the net change in operating assets and liabilities of
$759,000.

Net cash provided by investing activities of $257,000 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 for the Six Months Ended June 30, 2001

Cash flows used in operating activities of $2,521,000 were comprised of
(i) a net loss of $10,649,000 and (ii) the net change in operating assets and
liabilities of $689,000, offset by (iii) adjustments for non-cash and
non-operating items of $8,817,000. The adjustments for non-cash and
non-operating items are comprised of (i) a loss from AmeriCold Logistics of
$8,039,000 and (ii) the recognition of an unrealized loss from marketable
securities of $778,000.

Net cash used in investing activities of $8,940,000 related to the loans
advanced to AmeriCold Logistics during the second quarter of 2001.

Net cash provided by financing activities of $11,100,000 resulted from
borrowings under the Companys Revolving Credit Agreement with Vornado.

Recently Issued Accounting Standards

In June 2001, FASB issued
SFAS No. 142, Goodwill and
Other Intangible Assets(effective January 1, 2002). SFAS No. 142 specifies
that goodwill and some intangible assets will no longer be amortized but
instead be subject to periodic impairment testing. The implementation of this
standard did not have an impact on the Companys consolidated financial
statements.

In June 2001, 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 consolidated financial statements.

In August 2001, 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 consolidated financial statements.

In April 2002, FASB issued SFAS No. 145, Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
SFAS No. 145 rescinds SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt, SFAS No. 44, Accounting for Intangible Assets of Motor
Carriers, and SFAS No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements. SFAS No. 145 requires, among other things, (i) that the
modification of a lease that results in a change of the classification of the
lease from capital to operating under the provisions of SFAS No. 13, Accounting
for Leases, be accounted for as a sale-leaseback transaction and (ii) the
reporting of gains or losses from the early extinguishment of debt as
extraordinary items only if they meet the criteria of Accounting Principles
Board Opinion No. 30, Reporting the Results of Operations  Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions. The rescission of SFAS No. 4
is effective January 1, 2003. The amendment of SFAS No. 13 is effective for
transactions occurring on or after May 15, 2002. The rescissions of SFAS No.
44 and 64 and the amendment of SFAS No. 13 did not have an impact on the
Companys consolidated financial statements. The Company does not believe that
the rescission of SFAS No. 4 will affect the Companys consolidated financial
statements.

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##### Table of Contents



In July 2002, FASB issued SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities (effective January 1, 2003).  SFAS No. 146
replaces current accounting literature and requires the recognition of costs
associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  The Company
does not believe that the adoption of  SFAS No. 146 will affect the
Companys consolidated financial statements.




Item 3.    Quantitative and Qualitative Disclosures About Market Risk

At June 30, 2002, the Company had $32,322,000 of variable rate debt
outstanding bearing interest at LIBOR plus 3% (4.83% at June 30, 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 $323,000 increase in the Companys
annual net loss ($0.08 per basic and diluted share). The interest rates of
AmeriCold Logistics debt outstanding at June 30, 2002 are fixed.

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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 business. In the opinion of management, after consultation
with legal counsel, the outcome of such matters will not have a material effect
on the Companys financial condition, results of operations or cash flows.




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

On May 29, 2002, the Company held its annual meeting of stockholders. The
stockholders voted, in person or by proxy, for the election of two nominees to
serve on the Board of Directors for a term of three years or until their
respective successors are duly elected and qualified. The two nominees were
approved. The results of the voting are shown below:

|                    |  |                |           |          |  |            |        | 
|------------------- |  | -------------- | --------- | -------- |  | ---------- | ------ | 
|                    |  |                |           |          |  | Votes Cast
|                    |  |                |           |          |  | Against or
|Directors           |  | Votes Cast For |           | Withheld
|                    |  |                |           |         
|Douglas H. Dittrick |  |                | 3,348,577 |          |  |            | 17,202 | 
|                   
|                   
|                   
|                   
|Richard West        |  |                | 3,348,623 |          |  |            | 17,156 | 

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




Item 5.    Other Information

Effective June 6, 2002, Joseph Macnow has resumed the position of Chief
Financial Officer of the Company. Patrick Hogan, the former Chief Financial
Officer, has assumed other responsibilities at Vornado Realty Trust.

Crescent Operating, Inc., the 100% owner of our partner in the AmeriCold
Logistics joint venture, has filed a preliminary proxy with the Securities and
Exchange Commission seeking to obtain shareholder approval of a bankruptcy plan
to be implemented under Chapter 11 of the United States Bankruptcy Code. As
part of the bankruptcy plan, Crescent Operating, Inc. 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 June 30, 2002, Vornado Operating Company
filed the following report on Form 8-K:       

|                        |  |                                         |  |             
|----------------------- |  | --------------------------------------- |  | ------------
|Period Covered (Date of |  |                                         |  |             
|Event Reported)         |  | Items Reported                          |  | Date Filed  
|                        |  |                                         |  |             
|May 29, 2002            |  | Stockholder Protection
Rights Agreement |  | June 3, 2002

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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: August 13, 2002 |  | By:                       |  | /s/ Joseph Macnow                                              
|                      |  |                           |  |                                                                
|                      |  |                           |  | JOSEPH MACNOW
Executive Vice President, Chief Financial Officer

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##### Table of Contents






Exhibit Index

|            |  |                                                                                                                                                                                                                                                                                                                                                   |  |     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                                   |  | Page
|            |  |                                                                                                                                                                                                                                                                                                                                                   |  |     
|           
|           
|           
|           
|            |  | The following is a list of all exhibits filed as part of this report                                                                                                                                                                                                                                                                              |  |     
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                   |  |     
|           
|           
|           
|           
|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.
| | - | --------------------------

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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)                                                                                                                                                                                                                                                                             |  | *   
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |     
|           
|           
|           
|           
|4.2         |  | Stockholder Protection Rights Agreement, dated as of May 29, 2002 (the
Rights Agreement), between Vornado Operating Company (the Company) and
Wachovia Bank National Association, as Rights Agent, including as Exhibit
A the forms of Rights Certificate and of Election to Exercise
(incorporated by reference to Exhibit 1 of the Companys Registration
Statement on Form 8-A, dated June 5, 2002 (File No. 001-14525), as filed
with the Commission on June 5, 2002) |  | *   
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |     
|           
|           
|           
|           
|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)                                                                                                                                                               |  | *   



---

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

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##### Table of Contents



|            |  |                                                                                                                                                                                                                                                                                                                                                        |  |     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                                        |  | Page
|            |  |                                                                                                                                                                                                                                                                                                                                                        |  |     
|10.8        |  | 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)        |  | *   
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                        |  |     
|           
|           
|           
|           
|10.9        |  | 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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|            |  |                                                                                                                                                                                                                                                                                                                                                        |  |     
|           
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|10.10       |  | 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)                           |  | *   
|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                        |  |     
|           
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|10.11       |  | 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)                             |  | *   
|           
|           
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|           
|            |  |                                                                                                                                                                                                                                                                                                                                                        |  |     
|           
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|10.12       |  | 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) |  | *   
|           
|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                        |  |     
|           
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|           
|10.13       |  | 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)                                |  | *   
|           
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|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                        |  |     
|           
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|10.14       |  | 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)                            |  | *   
|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                        |  |     
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|10.15       |  | Amendment to Master Lease Agreement, dated as of November 30, 1999,
between URS Logistics, Inc., and AmeriCold Logistics, LLC. (incorporated
by reference to Exhibit 10.12(A) of the Companys Annual Report on Form
10-K for the year ended December 31, 2001 (File No. 001-14525), as filed
with the Commission on March 14, 2002)                   |  | *   



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##### Table of Contents



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                                                                                         |  | Page
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|10.16       |  | 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)                  |  | *   
|           
|           
|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|           
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|10.17       |  | Third Amendment to Master Lease Agreement, dated as of December 27, 2001,
between AmeriCold Corporation, as successor to URS Logistics, Inc., and
AmeriCold Logistics, LLC (incorporated by reference to Exhibit 10.12(C) of
the Companys Annual Report on Form 10-K for the year ended December 31,
2001 (File No. 001-14525), as filed with the Commission on March 14, 2002)                        |  | *   
|           
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|           
|           
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|           
|           
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|10.18       |  | 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)                                                                           |  | *   
|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
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|10.19       |  | Amendment to Master Lease Agreement, dated November 30, 1999, between
AmeriCold Corporation and AmeriCold Logistics, LLC (incorporated by
reference to Exhibit 10.13(A) of the Companys Annual Report on Form 10-K
for the year ended December 31, 2001 (File No. 001-14525), as filed with
the Commission on March 14, 2002)                                                                          |  | *   
|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
|           
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|10.20       |  | 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)                                                              |  | *   
|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
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|10.21       |  | Third Amendment to Master Lease Agreement, dated as of December 27, 2001,
between AmeriCold Corporation and AmeriCold Logistics, LLC (incorporated
by reference to Exhibit 10.13(C) of the Companys Annual Report on Form
10-K for the year ended December 31, 2001 (File No. 001-14525), as filed
with the Commission on March 14, 2002)                                                              |  | *   
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
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|10.22       |  | 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)                                     |  | *   
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                         |  |     
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|10.23       |  | 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 (incorporated by
reference to Exhibit 10.14(A) of the Companys Annual Report on Form 10-K
for the year ended December 31, 2001 (File No. 001-14525), as filed with
the Commission on March 14, 2002) |  | *   



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##### Table of Contents



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                    |  |     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Page
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                    |  |     
|10.24       |  | 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)        |  | *   
|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                    |  |     
|           
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|10.25       |  | 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) |  | *   
|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                    |  |     
|           
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|10.26       |  | 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 (incorporated by
reference to Exhibit 10.14(D) of the Companys Annual Report on Form 10-K
for the year ended December 31, 2001 (File No. 001-14525), as filed with
the Commission on March 14, 2002)     |  | *   
|           
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|           
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                    |  |     
|           
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|10.27       |  | 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)                                    |  | *   
|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                    |  |     
|           
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|10.28       |  | 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 (incorporated by
reference to Exhibit 10.15(A) of the Companys Annual Report on Form 10-K
for the year ended December 31, 2001 (File No. 001-14525), as filed with
the Commission on March 14, 2002)            |  | *   
|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                    |  |     
|           
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|10.29       |  | 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) |  | *   
|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                    |  |     
|           
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|           
|10.30       |  | Third Amendment to Master Lease Agreement, dated as of December 27, 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(C) of the Companys Annual Report on Form 10-K
for the year ended December 31, 2001 (File No. 001-14525), as filed with
the Commission on March 14, 2002)      |  | *   



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##### Table of Contents



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Exhibit No. |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  | Page
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|10.31       |  | 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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | *   
|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     
|           
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|           
|           
|10.32       |  | 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 (incorporated by reference to Exhibit 10.18 of the Companys
Quarterly Report on Form 10-Q for the period ended March 31, 2002 (File
No. 001-14525), as filed with the Commission on May 2, 2002) |  | *   
|           
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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |     



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