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EXHIBIT 31.2

CERTIFICATION

I, Joseph Macnow, certify that:



| | 1. |  | I have reviewed this quarterly report on Form 10-Q of
Vornado Operating Company;                                                                                                                                                                                                                          
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|
| | 2. |  | Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
|
| | 3. |  | Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;                   
|
| | 4. |  | The registrants other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have:                                                                               



| | (a) |  | Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information
relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being prepared;         
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|
| | (b) |  | Evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by
this report based on such evaluation; and                                                                                                    
|
| | (c) |  | Disclosed in this report any change in the
registrants internal control over financial reporting that
occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrants internal control over
financial reporting; and



| | 5. |  | The registrants other certifying officer and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons
performing the equivalent functions):
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| | (a) |  | All significant deficiencies and material weaknesses
in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report
financial information; and
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|
| | (b) |  | Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal control over financial reporting.                                                                                               

Date: August 11, 2003

/s/  JOSEPH MACNOW
      Name:
Joseph Macnow      Title:
Executive Vice President  Finance and Administration                 and
Chief Financial Officer