##### Table of Contents



EXHIBIT INDEX ON PAGE 21

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q



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

For the quarterly period ended June 30, 2003

OR



|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[   ] |  | 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 No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|888 Seventh Avenue, New York, New York   |  | 10019     
|                                         |  |           
|(Address of principal executive offices) |  | (Zip Code)

(212) 894-7000

(Registrants telephone number, including area code)


N/A

---

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


Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

[X] Yes [  ] No

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

[  ] Yes [X] No

As of August 6, 2003, there were 4,068,924 shares of the registrants common
stock, par value $.01 per share, outstanding.

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TABLE OF CONTENTS



|                                             |                                                                                               |                                            |  |  |  |  |  | 
|-------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION               
|                                             | Item 1. Financial Statements                                                                 
|                                             |                                                                                               | CONSOLIDATED BALANCE SHEETS               
|                                             |                                                                                               | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                             |                                                                                               | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                             |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                             |                                                                                               | INDEPENDENT ACCOUNTANTS REPORT           
|                                             | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                             | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                                             | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION                  
|                                             | Item 1. Legal Proceedings                                                                    
|                                             | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                                             | Item 5. Other Information                                                                    
|                                             | Item 6. Exhibits and Reports on Form 8-K:                                                    
|SIGNATURES                                  
|Exhibit Index                               
|LETTER OF DELOITTE & TOUCHE LLP             
|CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
|CERTIFICATION BY CHIEF FINANCIAL OFFICER    
|CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER
|CERTIFICATION BY CHIEF FINANCIAL OFFICER    



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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, 2003 (unaudited) and December 31, 2002                                    |  | 3          
|              |  |                        |  | Consolidated Statements of Operations (unaudited) for the
Three and Six Months Ended June 30, 2003 and June 30, 2002 |  | 4          
|              |  |                        |  | Consolidated Statements of Cash Flows (unaudited) for the
Six Months Ended June 30, 2003 and June 30, 2002           |  | 5          
|              |  |                        |  | Notes to Consolidated Financial Statements (unaudited)                                                               |  | 6          
|              |  |                        |  | Independent Accountants Report                                                                                      |  | 11         
|              |  | Item 2.                |  | Managements Discussion and Analysis of
Financial Condition and Results of Operations                                |  | 12         
|              |  | Item 3.                |  | Quantitative and Qualitative Disclosures About Market Risk                                                           |  | 18         
|              |  | Item 4.                |  | Controls and Procedures                                                                                              |  | 18         
|PART II.      |  | Other Information:     |  |                                                                                                                     
|              |  | Item 1.                |  | Legal Proceedings                                                                                                    |  | 19         
|              |  | Item 4.                |  | Submission of Matters to a Vote of Security Holders                                                                  |  | 19         
|              |  | Item 5.                |  | Other Information                                                                                                    |  | 19         
|              |  | Item 6.                |  | Exhibits and Reports on Form 8-K                                                                                     |  | 19         
|SIGNATURES    |  |                        |  | 20                                                                                                                  
|EXHIBIT INDEX |  |                        |  | 21                                                                                                                  

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##### Table of Contents









PART I. FINANCIAL INFORMATION

Item 1.Financial Statements




VORNADO OPERATING COMPANY
CONSOLIDATED BALANCE SHEETS

|                                                                                                                                    |  |             |             |              |  |   |             |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ----------- | ------------ |  | - | ----------- | -
|                                                                                                                                    |  | (UNAUDITED) |             |              |  |  
|                                                                                                                                    |  | June 30,    |             | December 31,
|                                                                                                                                    |  | 2003        |             | 2002        
|                                                                                                                                    |  |             |             |             
|ASSETS                                                                                                                              |  |             |             |              |  |   |             |  
|Cash and cash equivalents, including U.S. government obligations under
repurchase agreements of $550,000 and $200,000, respectively |  | $           | 777,383     |              |  | $ | 344,686     |  
|Investments in and advances to AmeriCold Logistics                                                                                  |  |             |            |              |  |   |            |  
|Interest receivable from AmeriCold Logistics                                                                                        |  |             | 33,476      |              |  |   | 50,885      |  
|Prepaid expenses and other assets                                                                                                   |  |             | 134,934     |              |  |   | 254,016     |  
|                                                                                                                                    |  |             |             |              |  |   |             |  
|Total assets                                                                                                                        |  | $           | 945,793     |              |  | $ | 649,587     |  
|                                                                                                                                    |  |             |             |              |  |   |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                                                               |  |             |             |              |  |   |             |  
|Note, interest, and commitment fees payable to Vornado Realty Trust                                                                 |  | $           | 24,614,783  |              |  | $ | 23,834,355  |  
|Due to Vornado Realty Trust                                                                                                         |  |             | 77,830      |              |  |   | 76,474      |  
|Accounts payable and accrued expenses                                                                                               |  |             | 64,021      |              |  |   | 171,758     |  
|                                                                                                                                    |  |             |             |              |  |   |             |  
|Total liabilities                                                                                                                   |  |             | 24,756,634  |              |  |   | 24,082,587  |  
|                                                                                                                                    |  |             |             |              |  |   |             |  
|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 at each period end  |  |             | 40,689      |              |  |   | 40,689      |  
|Additional paid-in capital                                                                                                          |  |             | 22,462,555  |              |  |   | 22,462,555  |  
|Accumulated deficit                                                                                                                 |  |             | (43,977,938 | )            |  |   | (43,600,097 | )
|                                                                                                                                    |  |             |             |              |  |   |             |  
|                                                                                                                                    |  |             | (21,474,694 | )            |  |   | (21,096,853 | )
|Accumulated other comprehensive loss                                                                                                |  |             | (2,336,147  | )            |  |   | (2,336,147  | )
|                                                                                                                                    |  |             |             |              |  |   |             |  
|Total stockholders deficit                                                                                                         |  |             | (23,810,841 | )            |  |   | (23,433,000 | )
|                                                                                                                                    |  |             |             |              |  |   |             |  
|Total liabilities and stockholders deficit                                                                                         |  | $           | 945,793     |              |  | $ | 649,587     |  
|                                                                                                                                    |  |             |             |              |  |   |             |  

See notes to consolidated financial statements.

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VORNADO OPERATING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                                                                                                                                                |  |                            |          |                          |  |      |            |      |  |   |          |   |  |   |            |  
|----------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | -------- | ------------------------ |  | ---- | ---------- | ---- |  | - | -------- | - |  | - | ---------- | -
|                                                                                                                                                |  | For The Three Months Ended |          | For The Six Months Ended
|                                                                                                                                                |  | June 30,                   |          | June 30,                
|                                                                                                                                                |  |                            |          |                         
|                                                                                                                                                |  | 2003                       |          | 2002                     |  | 2003 |            | 2002
|                                                                                                                                                |  |                            |          |                          |  |      |            |     
|REVENUES:                                                                                                                                       |  |                            |          |                          |  |      |            |      |  |   |          |   |  |   |            |  
|Interest income                                                                                                                                 |  | $                          | 1,004    |                          |  | $    | 111        |      |  | $ | 1,866    |   |  | $ | 111        |  
|EXPENSES:                                                                                                                                       |  |                            |          |                          |  |      |            |      |  |   |          |   |  |   |            |  
|General and administrative (including fees to
Vornado Realty Trust of $82,500 in each
three month period and $165,000 in each six
month period) |  |                            | 256,964  |                          |  |      | 299,535    |      |  |   | 534,479  |   |  |   | 572,556    |  
|                                                                                                                                                |  |                            |          |                          |  |      |            |      |  |   |          |   |  |   |            |  
|                                                                                                                                                |  |                            | (255,960 | )                        |  |      | (299,424   | )    |  |   | (532,613 | ) |  |   | (572,445   | )
|Interest and debt expense to Vornado Realty Trust                                                                                               |  |                            | (392,134 | )                        |  |      | (495,940   | )    |  |   | (780,428 | ) |  |   | (986,452   | )
|Income (loss) from AmeriCold Logistics                                                                                                          |  |                            | 475,180  |                          |  |      | (3,927,306 | )    |  |   | 935,200  |   |  |   | (7,238,001 | )
|                                                                                                                                                |  |                            |          |                          |  |      |            |      |  |   |          |   |  |   |            |  
|Loss before income tax benefit                                                                                                                  |  |                            | (172,914 | )                        |  |      | (4,722,670 | )    |  |   | (377,841 | ) |  |   | (8,796,898 | )
|Income tax benefit                                                                                                                              |  |                            |         |                          |  |      |           |      |  |   |         |   |  |   |           |  
|                                                                                                                                                |  |                            |          |                          |  |      |            |      |  |   |          |   |  |   |            |  
|NET LOSS                                                                                                                                        |  | $                          | (172,914 | )                        |  | $    | (4,722,670 | )    |  | $ | (377,841 | ) |  | $ | (8,796,898 | )
|                                                                                                                                                |  |                            |          |                          |  |      |            |      |  |   |          |   |  |   |            |  
|Net loss per share  basic and diluted                                                                                                          |  | $                          | (0.04    | )                        |  | $    | (1.16      | )    |  | $ | (0.09    | ) |  | $ | (2.16      | )
|                                                                                                                                                |  |                            |          |                          |  |      |            |      |  |   |          |   |  |   |            |  

See notes to consolidated financial statements.

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VORNADO OPERATING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                    |                                                                                           |                                                |                                                                                                 |          |                                   |          |         |            |         |           |  
|--------------------------------------------------- | ----------------------------------------------------------------------------------------- | ---------------------------------------------- | ----------------------------------------------------------------------------------------------- | -------- | --------------------------------- | -------- | ------- | ---------- | ------- | --------- | -
|                                                    |                                                                                           |                                                |                                                                                                 |          | For The Six Months Ended June 30,
|                                                    |                                                                                           |                                                |                                                                                                 |          |                                  
|                                                    |                                                                                           |                                                |                                                                                                 |          | 2003                              |          | 2002   
|                                                    |                                                                                           |                                                |                                                                                                 |          |                                   |          |        
|CASH FLOWS FROM OPERATING ACTIVITIES:               |                                                                                           |                                                |                                                                                                 |          |                                   |          |         |           
|                                                    | Net loss                                                                                  |                                                | $                                                                                               | (377,841 | )                                 |          | $       | (8,796,898 | )      
|                                                    | Adjustments to reconcile net loss to net cash provided by (used in)
operating activities: |                                                |                                                                                                 |          |                                   |          |         |            |        
|                                                    |                                                                                           |                                                | Equity in loss of AmeriCold Logistics                                                           |          |                                   |         |         |            |         | 7,984,200 |  
|                                                    |                                                                                           |                                                | Recovery from repayments of loans to AmeriCold Logistics
previously reduced by equity in losses |          |                                   | (427,901 | )       |            |         |          |  
|                                                    | Changes in operating assets and liabilities:                                              |                                                |                                                                                                 |          |                                   |          |         |            |        
|                                                    |                                                                                           |                                                | Prepaid expenses and other assets                                                               |          |                                   | 119,082  |         |            |         | 106,845   |  
|                                                    |                                                                                           |                                                | Interest and commitment fees payable on note to Vornado Realty
Trust                            |          |                                   | 780,428  |         |            |         | 822,575   |  
|                                                    |                                                                                           |                                                | Interest receivable from AmeriCold Logistics                                                    |          |                                   | 17,409   |         |            |         | 5,468     |  
|                                                    |                                                                                           |                                                | Accounts payable and accrued expenses                                                           |          |                                   | (107,737 | )       |            |         | (166,008  | )
|                                                    |                                                                                           |                                                | Due to Vornado Realty Trust                                                                     |          |                                   | 1,356    |         |            |         | (10,456   | )
|                                                    |                                                                                           |                                                |                                                                                                 |          |                                   |          |         |           
|Net cash provided by (used in) operating activities |                                                                                           |                                                | 4,796                                                                                           |          |                                   |          | (54,274 | )         
|                                                    |                                                                                           |                                                |                                                                                                 |          |                                   |          |         |           
|CASH FLOWS FROM INVESTING ACTIVITIES:               |                                                                                           |                                                |                                                                                                 |          |                                   |          |         |           
|                                                    | Repayments of loans to AmeriCold Logistics                                                |                                                |                                                                                                 | 427,901  |                                   |          |         | 256,890    |        
|                                                    |                                                                                           |                                                |                                                                                                 |          |                                   |          |         |           
|CASH FLOWS FROM FINANCING ACTIVITIES:               |                                                                                           |                                                |                                                                                                 |          |                                   |          |         |           
|                                                    | Proceeds from note to Vornado Realty Trust                                                |                                                |                                                                                                 |         |                                   |          |         | 65,000     |        
|                                                    |                                                                                           |                                                |                                                                                                 |          |                                   |          |         |           
|Net increase in cash and cash equivalents           |                                                                                           |                                                | 432,697                                                                                         |          |                                   |          | 267,616 |           
|Cash and cash equivalents at beginning of period    |                                                                                           |                                                | 344,686                                                                                         |          |                                   |          | 14,653  |           
|                                                    |                                                                                           |                                                |                                                                                                 |          |                                   |          |         |           
|Cash and cash equivalents at end of period          |                                                                                           | $                                              | 777,383                                                                                         |          |                                   | $        | 282,269 |           
|                                                    |                                                                                           |                                                |                                                                                                 |          |                                   |          |         |            |        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:   |                                                                                           |                                                |                                                                                                 |          |                                   |          |         |           
|                                                    |                                                                                           | Cash payments for interest and commitment fees |                                                                                                 | $        |                                  |          |         | $          | 163,877 |          
|                                                    |                                                                                           |                                                |                                                                                                 |          |                                   |          |         |            |        

See notes to consolidated financial statements.

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VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)



|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, 2003, 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, 2003, the consolidated
statements of operations for the three and six months ended June 30, 2003 and
2002, and the consolidated statements of cash flows for the six months ended
June 30, 2003 and 2002 are unaudited. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and 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 in accordance with Article 10 of Regulation S-X and
the instructions to Form 10-Q. These consolidated financial statements should
be read in conjunction with the consolidated financial statements and notes
thereto included in the Companys Annual Report on Form 10-K for the year ended
December 31, 2002 as filed with the Securities and Exchange Commission. The
results of operations for the six months ended June 30, 2003 are not
necessarily indicative of the operating results for the full year.

The accompanying consolidated financial statements include the accounts of
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 Crescent Operating, Inc., the
Companys partner in AmeriCold Logistics, has substantive participating rights.
The investments in and advances to AmeriCold Logistics are recorded initially
at cost and subsequently adjusted for the Companys share of comprehensive
income or loss and cash distributions or principal repayments from AmeriCold
Logistics. The interest earned on the advances to AmeriCold Logistics is
recorded as a component of income or loss from AmeriCold Logistics. The
Company does not record comprehensive losses in excess of the cost of its
investments in and advances to AmeriCold Logistics, as the Company is not
liable for the obligations of, or otherwise committed to provide additional
financial support to, AmeriCold Logistics. The Company did not record its 60%
share of AmeriCold Logistics net loss for the six months ended June 30, 2003
as the Companys investments in and advances to AmeriCold Logistics were fully
absorbed by the Companys share of the comprehensive losses of AmeriCold
Logistics at December 31, 2002. The Company will consolidate
AmeriCold Logistics beginning July 1, 2003 (see Note 6).

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 periods consolidated financial statements
have been reclassified to conform to the current year presentation.



|3. |  | INVESTMENTS IN AND ADVANCES TO AMERICOLD LOGISTICS
|-- |  | --------------------------------------------------

At June 30, 2003, $7,942,000 was outstanding under the Companys secured
loans to AmeriCold Logistics, which mature on December 31, 2004. These loans
are carried at zero in the accompanying consolidated balance sheet as they have
been fully absorbed by the Companys share of comprehensive losses of AmeriCold
Logistics. AmeriCold Logistics is required to make loan payments approximating
$159,000 per month. The portions of the loan payments made during the three
and six months ended June 30, 2003 that represented the repayment of principal
are $223,000 and $428,000, respectively, and are reflected as income from
AmeriCold Logistics as this principal was previously reduced to zero by equity
in losses of AmeriCold Logistics.

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VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(UNAUDITED)

The following condensed balance sheet data represents 100% of AmeriCold
Logistics, in which the Company holds a 60% interest:

|                        |  |               |         |                   |  |   |         |  
|----------------------- |  | ------------- | ------- | ----------------- |  | - | ------- | -
|(amounts in thousands)  |  | June 30, 2003 |         | December 31, 2002
|                        |  |               |         |                  
|Current assets          |  | $             | 118,270 |                   |  | $ | 116,420 |  
|Non-current assets      |  |               | 45,013  |                   |  |   | 47,670  |  
|                        |  |               |         |                   |  |   |         |  
|                        |  | $             | 163,283 |                   |  | $ | 164,090 |  
|                        |  |               |         |                   |  |   |         |  
|Current liabilities     |  | $             | 113,373 |                   |  | $ | 115,057 |  
|Non-current liabilities |  |               | 110,295 |                   |  |   | 90,666  |  
|                        |  |               |         |                   |  |   |         |  
|                        |  | $             | 223,668 |                   |  | $ | 205,723 |  
|                        |  |               |         |                   |  |   |         |  
|Partners deficit       |  | $             | (60,385 | )                 |  | $ | (41,633 | )
|                        |  |               |         |                   |  |   |         |  

The following represents the components of the Companys income (loss)
from AmeriCold Logistics:

|                                                                         |  |                      |     |                    |  |      |        |      |  |   |     |  |  |   |        |  
|------------------------------------------------------------------------ |  | -------------------- | --- | ------------------ |  | ---- | ------ | ---- |  | - | --- |  |  | - | ------ | -
|                                                                         |  | For The Three Months |     | For The Six Months
|                                                                         |  | Ended June 30,       |     | Ended June 30,    
|                                                                         |  |                      |     |                   
|(amounts in thousands)                                                   |  | 2003                 |     | 2002               |  | 2003 |        | 2002
|                                                                         |  |                      |     |                    |  |      |        |     
|Equity in loss(1)                                                        |  | $                    |    |                    |  | $    | (4,300 | )    |  | $ |    |  |  | $ | (7,984 | )
|Interest on loans                                                        |  |                      | 252 |                    |  |      | 373    |      |  |   | 507 |  |  |   | 746    |  
|Recovery from
repayments of loans
previously reduced by
equity in losses |  |                      | 223 |                    |  |      |       |      |  |   | 428 |  |  |   |       |  
|                                                                         |  |                      |     |                    |  |      |        |      |  |   |     |  |  |   |        |  
|                                                                         |  | $                    | 475 |                    |  | $    | (3,927 | )    |  | $ | 935 |  |  | $ | (7,238 | )
|                                                                         |  |                      |     |                    |  |      |        |      |  |   |     |  |  |   |        |  



|(1) The Company did not record $7,141 and $11,251, its 60% share of AmeriCold Logistics net losses of $11,902
and $18,752, respectively, for the three and six months ended June 30, 2003, as the Companys investments in
and advances to AmeriCold Logistics were fully absorbed by the Companys share of the comprehensive losses of
AmeriCold Logistics at December 31, 2002.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following condensed operating and cash flow data represents 100% of
AmeriCold Logistics, in which the Company holds a 60% interest:

|                                                      |  |                      |          |                    |  |      |          |      |  |   |          |   |  |   |          |  
|----------------------------------------------------- |  | -------------------- | -------- | ------------------ |  | ---- | -------- | ---- |  | - | -------- | - |  | - | -------- | -
|                                                      |  | For The Three Months |          | For The Six Months
|                                                      |  | Ended June 30,       |          | Ended June 30,    
|                                                      |  |                      |          |                   
|(amounts in thousands)                                |  | 2003                 |          | 2002               |  | 2003 |          | 2002
|                                                      |  |                      |          |                    |  |      |          |     
|Revenues                                              |  | $                    | 154,158  |                    |  | $    | 154,862  |      |  | $ | 313,880  |   |  | $ | 309,490  |  
|Costs applicable to revenues                          |  |                      | (113,415 | )                  |  |      | (113,896 | )    |  |   | (229,252 | ) |  |   | (224,948 | )
|                                                      |  |                      |          |                    |  |      |          |      |  |   |          |   |  |   |          |  
|Gross margin                                          |  |                      | 40,743   |                    |  |      | 40,966   |      |  |   | 84,628   |   |  |   | 84,542   |  
|Depreciation and amortization                         |  |                      | (2,456   | )                  |  |      | (2,395   | )    |  |   | (4,858   | ) |  |   | (5,268   | )
|Rent                                                  |  |                      | (41,799  | )                  |  |      | (36,346  | )    |  |   | (81,304  | ) |  |   | (73,888  | )
|Other expenses, net                                   |  |                      | (8,390   | )                  |  |      | (9,392   | )    |  |   | (17,218  | ) |  |   | (18,693  | )
|                                                      |  |                      |          |                    |  |      |          |      |  |   |          |   |  |   |          |  
|Net loss(1)                                           |  | $                    | (11,902  | )                  |  | $    | (7,167   | )    |  | $ | (18,752  | ) |  | $ | (13,307  | )
|                                                      |  |                      |          |                    |  |      |          |      |  |   |          |   |  |   |          |  
|Cash flows provided by (used in) operating
activities |  | $                    | 4,178    |                    |  | $    | 236      |      |  | $ | 6,717    |   |  | $ | (13,257  | )
|                                                      |  |                      |          |                    |  |      |          |      |  |   |          |   |  |   |          |  



|(1) The Company did not record $7,141 and $11,251, its 60% share of AmeriCold Logistics net losses of $11,902 and $18,752,
respectively, for the three and six months ended June 30, 2003, as the Companys investments in and advances to AmeriCold Logistics were
fully absorbed by the Companys share of the comprehensive losses of AmeriCold Logistics at December 31, 2002.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(UNAUDITED)

AmeriCold Logistics has reported losses since its inception and, at June
30, 2003, the Companys 60% share of AmeriCold Logistics partners deficit was
$36,231,000, which includes $35,452,000 of deferred rent (rent recognized as
expense but not paid in cash) to the Vornado REIT/Crescent REIT Partnership
(the Landlord). On March 7, 2003, AmeriCold Logistics and the Landlord
extended the deferred rent period in AmeriCold Logistics leases with the
Landlord to December 31, 2004 from December 31, 2003. Based on its right to
defer rent, the management of AmeriCold Logistics anticipates it will have
sufficient cash flows to operate at least through June 30, 2004. AmeriCold
Logistics anticipates that in 2003 the Landlord will restructure the leases to
provide additional cash flow to AmeriCold Logistics. Further, the management
of AmeriCold Logistics is also considering the financing of certain trade
receivables and equipment and the sale of certain warehouse operations. In the
absence of such financings and sales and the anticipated lease 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 $24,615,000 loan from Vornado Realty Trust due December 31, 2004.

During the six months ended June 30, 2003, AmeriCold Logistics exercised
its right, pursuant to the terms of its leases with the Landlord, to defer the
payment of rent. AmeriCold Logistics deferred rent liability at June 30, 2003
is as follows:

|                                                      |  |          |        | 
|----------------------------------------------------- |  | -------- | ------ | 
|(amounts in thousands)                                |  | Total(1)
|                                                      |  |         
|Deferred during the three months ended June 30, 2003  |  | $        | 12,877 | 
|Deferred during the three months ended March 31,
2003 |  |          | 5,627  | 
|Aggregate deferral at December 31, 2002               |  |          | 40,583 | 
|                                                      |  |          |        | 
|                                                      |  | $        | 59,087 | 
|                                                      |  |          |        | 



|(1) The Company does not guarantee AmeriCold Logistics deferred rent liability.
|--------------------------------------------------------------------------------

On March 28, 2003, AmeriCold Logistics sold, without recourse, accounts
receivable of $6,640,000 to a joint venture owned 44% by Vornado Realty Trust
and 56% by Crescent Real Estate Equities Company, the owners of the Landlord,
for $6,500,000 in cash. AmeriCold Logistics recognized a loss of $140,000 on
the sale. AmeriCold Logistics also agreed to act as agent to collect the
accounts receivable. The accounts receivable have been collected in full.



|4. |  | 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.



|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,                
|(amounts in thousands,                 |                                     |                            |       |                         
|except share and per share amounts)    |                                     | 2003                       |       | 2002                     |   | 2003 |       | 2002     
|                                       |                                     |                            |       |                          |   |      |       |          
|Numerator:                             |                                     |                            |       |                          |   |      |       |           |   |   |       |           |   |   |       |          
|                                       | Net loss                            |                            | $     | (173                     | ) |      | $     | (4,723    | ) |   | $     | (378      | ) |   | $     | (8,797    | )
|                                       |                                     |                            |       |                          |   |      |       |           |   |   |       |           |   |   |       |           |  
|Denominator:                           |                                     |                            |       |                          |   |      |       |           |   |   |       |           |   |   |       |          
|                                       | Weighted average shares outstanding |                            |       | 4,068,924                |   |      |       | 4,068,924 |   |   |       | 4,068,924 |   |   |       | 4,068,924 |  
|                                       |                                     |                            |       |                          |   |      |       |           |   |   |       |           |   |   |       |           |  
|Net loss per share - basic and diluted |                                     | $                          | (0.04 | )                        |   | $    | (1.16 | )         |   | $ | (0.09 | )         |   | $ | (2.16 | )        
|                                       |                                     |                            |       |                          |   |      |       |           |   |   |       |           |   |   |       |           |  

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VORNADO OPERATING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(UNAUDITED)

The Companys stock options (358,569 outstanding and exercisable at June
30, 2003) are not dilutive in the reporting periods as the average market
prices of the Companys common stock did not exceed the option exercise prices
and as the Company reported net losses. The rights issued pursuant to the
Companys Stockholder Protection Rights Plan are not dilutive in the reporting
periods as the rights were not exercisable or outstanding. The limited
partnership units of Company L.P. not owned by the Company (447,017 at June 30,
2003) are not dilutive in the reporting periods as the Company reported net
losses.



|6. |  | RECENTLY ISSUED ACCOUNTING STANDARDS
|-- |  | ------------------------------------

In December 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure, an amendment of FASB
Statement No. 123.SFAS No. 148 provides alternative methods of transition for
entities that voluntarily change to the fair value method of accounting for
stock-based employee compensation. The Company voluntarily adopted the fair
value provisions of SFAS No. 123, Accounting for Stock-Based Compensation,
prospectively for all employee awards granted, modified, or settled in 2003 and
thereafter. The Company will utilize an option-pricing model and appropriate
market assumptions to determine the value of such grants. Compensation expense
will be recognized on a straight-line basis over the vesting periods of the
grants. None of the Companys stock options accounted for under the intrinsic
value method (i.e., the difference between the price per share at the grant date and the option exercise price) prescribed by Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, would have increased net losses for
the three and six months ended June 30, 2003 and 2002 had they been accounted
for under the fair value method.

In January 2003, FASB issued FASB Interpretation (FIN) No. 46,
Consolidation of Variable Interest Entities, an interpretation of ARB No. 51.
FIN No. 46 requires the consolidation of an entity by an enterprise if (i) that
enterprise, known as a primary beneficiary, has a variable interest that will
absorb a majority of the entitys expected losses if they occur, receive a
majority of the entitys expected residual returns if they occur, or both and
(ii) the entity is a variable interest entity. An entity is a variable
interest entity if (a) the total equity investment at risk in the entity is not
sufficient to permit the entity to finance its activities without additional
subordinated financial support from other parties or (b) the equity investors
do not have the characteristics of a controlling financial interest in the
entity. FIN No. 46 applies immediately to all variable interest entities
created after January 31, 2003. For variable interest entities created by
public companies before February 1, 2003, FIN No. 46 must be applied no later
than the beginning of the first interim or annual reporting period beginning
after June 15, 2003. The initial determination of whether an entity is a
variable interest entity shall be made as of the date at which a primary
beneficiary becomes involved with the entity and reconsidered as of the date
that one of three triggering events described in FIN No. 46 occurs.

The Company has evaluated the impact of this interpretation on its
investment in AmeriCold Logistics and has concluded that consolidation of
AmeriCold Logistics will be required beginning July 1, 2003. The Company made
its determination based on facts and circumstances existing at November 5,
2002, the date on which the Companys $6,000,000 special equity contribution to
AmeriCold Logistics was converted into a loan collateralized by trade
receivables effective March 11, 2002 (a triggering event as described in FIN
No. 46.) The Company also considered the implementation alternatives permitted
under FIN No. 46 and has chosen to restate its prior period consolidated
financial statements beginning with those included in the Quarterly Report on
Form 10-Q for the quarter ended September 30, 2003. The restatement will
increase the Companys accumulated deficit at June 30, 2003 by $37,571,000 to
$81,549,000 and accumulated other comprehensive loss at June 30, 2003 by
$14,886,000 to $17,222,000.

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The following condensed consolidated balance sheet data represents the
Companys consolidated balance sheet as if the Company had consolidated
AmeriCold Logistics as of June 30, 2003:

|                        |  |   |         |  
|----------------------- |  | - | ------- | -
|(amounts in thousands)  |  |   |         |  
|                        |  |   |         |  
|Current assets          |  | $ | 119,182 |  
|Non-current assets      |  |   | 45,013  |  
|                        |  |   |         |  
|                        |  | $ | 164,195 |  
|                        |  |   |         |  
|Current liabilities     |  | $ | 112,520 |  
|Non-current liabilities |  |   | 127,943 |  
|                        |  |   |         |  
|                        |  | $ | 240,463 |  
|                        |  |   |         |  
|Stockholders deficit   |  | $ | (76,268 | )
|                        |  |   |         |  

The impact of the restatement on the Companys net loss and net loss per
share  basic and diluted for the three and six months ended June 30, 2003 and
2002 are summarized below:

|                                                               |  |                      |         |                    |  |      |        |      |  |   |         |      |  |   |         |  
|-------------------------------------------------------------- |  | -------------------- | ------- | ------------------ |  | ---- | ------ | ---- |  | - | ------- | ---- |  | - | ------- | -
|                                                               |  | For The Three Months |         | For The Six Months
|                                                               |  | Ended June 30,       |         | Ended June 30,    
|(amounts in thousands, except per share                        |  |                      |         |                   
|amounts)                                                       |  | 2003                 |         | 2002               |  | 2003 |        | 2002
|                                                               |  |                      |         |                    |  |      |        |     
|Net loss, as originally reported                               |  | $                    | (173    | )                  |  | $    | (4,723 | )    |  | $ | (378    | )    |  | $ | (8,797  | )
|Effect of restatement                                          |  |                      | (12,124 | )                  |  |      | (2,529 | )    |  |   | (19,179 | )    |  |   | (2,678  | )
|                                                               |  |                      |         |                    |  |      |        |      |  |   |         |      |  |   |         |  
|Net loss, as restated                                          |  | $                    | (12,297 | )                  |  | $    | (7,252 | )    |  | $ | (19,557 | )    |  | $ | (11,475 | )
|                                                               |  |                      |         |                    |  |      |        |      |  |   |         |      |  |   |         |  
|Net loss per share  basic and
diluted, as originally reported |  | $                    | (0.04   | )                  |  | $    | (1.16  | )    |  | $ | (0.09   | )    |  | $ | (2.16   | )
|Effect of restatement                                          |  |                      | (2.98   | )                  |  |      | (0.62  | )    |  |   | (4.71   | )    |  |   | (0.66   | )
|                                                               |  |                      |         |                    |  |      |        |      |  |   |         |      |  |   |         |  
|Net loss per share  basic and
diluted, as restated            |  | $                    | (3.02   | )                  |  | $    | (1.78  | )    |  | $ | (4.81   | )(1) |  | $ | (2.82   | )
|                                                               |  |                      |         |                    |  |      |        |      |  |   |         |      |  |   |         |  

(1)This amount differs from the sum as a result of rounding.

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INDEPENDENT ACCOUNTANTS REPORT

Stockholders and Board of Directors
Vornado Operating Company
New York, New York

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

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

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

We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet of Vornado Operating Company as of December 31, 2002, and the related
consolidated statements of operations, stockholders deficit, and cash flows
for the year then ended (not presented herein); and in our report dated March
7, 2003, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of December 31, 2002 is fairly stated,
in all material respects, in relation to the consolidated balance sheet from
which it has been derived.

DELOITTE & TOUCHE LLP

Parsippany, New Jersey
August 7, 2003

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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. 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 the Companys 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) the bankruptcy of the Companys joint venture partner in
AmeriCold Logistics, Crescent Operating, Inc. (COPI); (f) risks associated
with potential investments and the ability to manage those investments; (g)
competition; (h) the Companys obligations under the Revolving Credit Agreement
with Vornado Realty Trust; (i) AmeriCold Logistics obligations under the lease
agreements with the Vornado REIT/Crescent REIT Partnership (the Landlord);
(j) the Companys limited financial resources; (k) dependence on key personnel;
(l) potential anti-takeover effects of the Companys charter documents and
Stockholder Protection Rights Plan and applicable law; (m) dependence on
distributions from subsidiaries; (n) potential costs of compliance with
environmental laws; (o) changes in the general economic climate; and (p)
government regulations. See Item 1. Business  Risk Factors in the Companys
Annual Report on Form 10-K for the year ended December 31, 2002.

For these forward-looking statements, we claim the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. You are cautioned not to place undue reliance
on the forward-looking statements, which speak only as of the date of this
Quarterly Report on Form 10-Q or the date of any document incorporated by
reference. All subsequent written and oral forward-looking statements
attributable to the Company or any person acting on the Companys behalf are
expressly qualified in their entirety by the cautionary statements contained or
referred to in this paragraph. The Company does not undertake any obligation
to release publicly any revisions to our forward-looking statements to reflect
events or circumstances after the date of this Quarterly Report on Form 10-Q.

Overview

Managements Discussion and Analysis of Financial Condition and Results of
Operations considers the Companys consolidated financial statements for the
three and six months ended June 30, 2003 and 2002.

Critical Accounting Policies

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. Set forth below is a summary of the accounting
policies that management believes are critical to the preparation of the
consolidated financial statements. The summary should be read in conjunction
with the more complete discussion of the Companys significant accounting
policies included in Note 2 to the consolidated financial statements included
in Item 8. Financial Statements and Supplementary Data in the Companys
Annual Report on Form 10-K for the year ended December 31, 2002.

Investments in and Advances to AmeriCold Logistics

The Companys 60% interest in AmeriCold Logistics is accounted for under
the equity method of accounting as COPI, the Companys partner in AmeriCold
Logistics, has substantive participating rights. The investments in and
advances to AmeriCold Logistics are recorded initially at cost and subsequently
adjusted for the Companys share of comprehensive income or loss and cash
distributions or principal repayments from AmeriCold Logistics. The interest
earned on the advances to AmeriCold Logistics is recorded as a component of
income or loss from AmeriCold Logistics. The Company does not record
comprehensive losses in excess of the cost of its investments in and advances
to AmeriCold Logistics, as the Company is not liable for the obligations of, or
otherwise committed to provide additional financial support to, AmeriCold
Logistics. The Company did not record its 60% share of AmeriCold Logistics
net loss for the six months ended June 30, 2003 as the Companys investments in
and

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##### Table of Contents



advances to AmeriCold Logistics were fully absorbed by the Companys share of
the comprehensive losses of AmeriCold Logistics at December 31, 2002. The Company will consolidate AmeriCold Logistics beginning July 1, 2003 (see below).

Recently Issued Accounting Standards

In December 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for
Stock-Based Compensation  Transition and Disclosure, an amendment of FASB
Statement No. 123.SFAS No. 148 provides alternative methods of transition for
entities that voluntarily change to the fair value method of accounting for
stock-based employee compensation. The Company voluntarily adopted the fair
value provisions of SFAS No. 123, Accounting for Stock-Based Compensation,
prospectively for all employee awards granted, modified, or settled in 2003 and
thereafter. The Company will utilize an option-pricing model and appropriate
market assumptions to determine the value of such grants. Compensation expense
will be recognized on a straight-line basis over the vesting periods of the
grants. None of the Companys stock options accounted for under the intrinsic
value method (i.e., the difference between the price per share at the grant date and the option exercise price) prescribed by Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees, would have increased net losses for
the three and six months ended June 30, 2003 and 2002 had they been accounted
for under the fair value method.

In January 2003, FASB issued FASB Interpretation (FIN) No. 46,
Consolidation of Variable Interest Entities, an interpretation of ARB No. 51.
FIN No. 46 requires the consolidation of an entity by an enterprise if (i) that
enterprise, known as a primary beneficiary, has a variable interest that will
absorb a majority of the entitys expected losses if they occur, receive a
majority of the entitys expected residual returns if they occur, or both and
(ii) the entity is a variable interest entity. An entity is a variable
interest entity if (a) the total equity investment at risk in the entity is not
sufficient to permit the entity to finance its activities without additional
subordinated financial support from other parties or (b) the equity investors
do not have the characteristics of a controlling financial interest in the
entity. FIN No. 46 applies immediately to all variable interest entities
created after January 31, 2003. For variable interest entities created by
public companies before February 1, 2003, FIN No. 46 must be applied no later
than the beginning of the first interim or annual reporting period beginning
after June 15, 2003. The initial determination of whether an entity is a
variable interest entity shall be made as of the date at which a primary
beneficiary becomes involved with the entity and reconsidered as of the date
that one of three triggering events described in FIN No. 46 occurs.

The Company has evaluated the impact of this interpretation on its
investment in AmeriCold Logistics and has concluded that consolidation of
AmeriCold Logistics will be required beginning July 1, 2003. The Company made
its determination based on facts and circumstances existing at November 5,
2002, the date on which the Companys $6,000,000 special equity contribution to
AmeriCold Logistics was converted into a loan collateralized by trade
receivables effective March 11, 2002 (a triggering event as described in FIN
No. 46.) The Company also considered the implementation alternatives permitted
under FIN No. 46 and has chosen to restate its prior period consolidated
financial statements beginning with those included in the Quarterly Report on
Form 10-Q for the quarter ended September 30, 2003. The restatement will
increase the Companys accumulated deficit at June 30, 2003 by $37,571,000 to
$81,549,000 and accumulated other comprehensive loss at June 30, 2003 by
$14,886,000 to $17,222,000.

The following condensed consolidated balance sheet data represents the
Companys consolidated balance sheet as if the Company had consolidated
AmeriCold Logistics as of June 30, 2003:

|                        |  |   |         |  
|----------------------- |  | - | ------- | -
|(amounts in thousands)  |  |   |         |  
|Current assets          |  | $ | 119,182 |  
|Non-current assets      |  |   | 45,013  |  
|                        |  |   |         |  
|                        |  | $ | 164,195 |  
|                        |  |   |         |  
|Current liabilities     |  | $ | 112,520 |  
|Non-current liabilities |  |   | 127,943 |  
|                        |  |   |         |  
|                        |  | $ | 240,463 |  
|                        |  |   |         |  
|Stockholders deficit   |  | $ | (76,268 | )
|                        |  |   |         |  

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The impact of the restatement on the Companys net loss and net loss per
share  basic and diluted for the three and six months ended June 30, 2003 and
2002 are summarized below:

|                                                               |  |                      |         |                    |  |      |        |      |  |   |         |      |  |   |         |  
|-------------------------------------------------------------- |  | -------------------- | ------- | ------------------ |  | ---- | ------ | ---- |  | - | ------- | ---- |  | - | ------- | -
|                                                               |  | For The Three Months |         | For The Six Months
|                                                               |  | Ended June 30,       |         | Ended June 30,    
|(amounts in thousands, except per                              |  |                      |         |                   
|share amounts)                                                 |  | 2003                 |         | 2002               |  | 2003 |        | 2002
|                                                               |  |                      |         |                    |  |      |        |     
|Net loss, as originally reported                               |  | $                    | (173    | )                  |  | $    | (4,723 | )    |  | $ | (378    | )    |  | $ | (8,797  | )
|Effect of restatement                                          |  |                      | (12,124 | )                  |  |      | (2,529 | )    |  |   | (19,179 | )    |  |   | (2,678  | )
|                                                               |  |                      |         |                    |  |      |        |      |  |   |         |      |  |   |         |  
|Net loss, as restated                                          |  | $                    | (12,297 | )                  |  | $    | (7,252 | )    |  | $ | (19,557 | )    |  | $ | (11,475 | )
|                                                               |  |                      |         |                    |  |      |        |      |  |   |         |      |  |   |         |  
|Net loss per share  basic and
diluted, as originally reported |  | $                    | (0.04   | )                  |  | $    | (1.16  | )    |  | $ | (0.09   | )    |  | $ | (2.16   | )
|Effect of restatement                                          |  |                      | (2.98   | )                  |  |      | (0.62  | )    |  |   | (4.71   | )    |  |   | (0.66   | )
|                                                               |  |                      |         |                    |  |      |        |      |  |   |         |      |  |   |         |  
|Net loss per share  basic and
diluted, as restated            |  | $                    | (3.02   | )                  |  | $    | (1.78  | )    |  | $ | (4.81   | )(1) |  | $ | (2.82   | )
|                                                               |  |                      |         |                    |  |      |        |      |  |   |         |      |  |   |         |  



|(1) This amount differs from the sum as a result of rounding.
|-------------------------------------------------------------

Results of Operations

The Company had a net loss of $173,000 for the three months ended June 30,
2003, compared to $4,723,000 for the three months ended June 30, 2002, a
decrease of $4,550,000, and $378,000 for the six months ended June 30, 2003,
compared to $8,797,000 for the six months ended June 30, 2002, a decrease of
$8,419,000.

General and administrative expenses were $257,000 for the three months
ended June 30, 2003, compared to $300,000 for the three months ended June 30,
2002, a decrease of $43,000. General and administrative expenses were $535,000
for the six months ended June 30, 2003, compared to $573,000 for the six months
ended June 30, 2002, a decrease of $38,000. These decreases resulted primarily
from lower franchise taxes due to the decline in the book value of the
Companys investments in and advances to AmeriCold Logistics, partially offset
by higher corporate insurance costs and professional fees.

Interest and debt expense to Vornado Realty Trust was $392,000 for the
three months ended June 30, 2003, compared to $496,000 for the three months
ended June 30, 2002, a decrease of $104,000, and $780,000 for the six months
ended June 30, 2003, compared to $986,000 for the six months ended June 30,
2002, a decrease of $206,000. These decreases resulted primarily from lower
average balances outstanding and lower LIBOR rates under the Revolving Credit
Agreement with Vornado Realty Trust during the current years periods.

The following represents the components of the Companys income (loss) from
AmeriCold Logistics:

|                                                                         |  |                      |     |                    |  |      |        |      |  |   |     |  |  |   |        |  
|------------------------------------------------------------------------ |  | -------------------- | --- | ------------------ |  | ---- | ------ | ---- |  | - | --- |  |  | - | ------ | -
|                                                                         |  | For The Three Months |     | For The Six Months
|                                                                         |  | Ended June 30,       |     | Ended June 30,    
|                                                                         |  |                      |     |                   
|(amounts in thousands)                                                   |  | 2003                 |     | 2002               |  | 2003 |        | 2002
|                                                                         |  |                      |     |                    |  |      |        |     
|Equity in loss                                                           |  | $                    |    |                    |  | $    | (4,300 | )    |  | $ |    |  |  | $ | (7,984 | )
|Interest on loans                                                        |  |                      | 252 |                    |  |      | 373    |      |  |   | 507 |  |  |   | 746    |  
|Recovery from repayments of loans
previously reduced by equity
in losses |  |                      | 223 |                    |  |      |       |      |  |   | 428 |  |  |   |       |  
|                                                                         |  |                      |     |                    |  |      |        |      |  |   |     |  |  |   |        |  
|                                                                         |  | $                    | 475 |                    |  | $    | (3,927 | )    |  | $ | 935 |  |  | $ | (7,238 | )
|                                                                         |  |                      |     |                    |  |      |        |      |  |   |     |  |  |   |        |  

The Company did not record $7,141,000 and $11,251,000, its 60% share of
AmeriCold Logistics net losses of $11,902,000 and $18,752,000, respectively,
for the three and six months ended June 30, 2003, as the Companys investments
in and advances to AmeriCold Logistics were fully absorbed by the Companys
share of the comprehensive losses of AmeriCold Logistics at December 31, 2002
and as the Company is not liable for the obligations of, or otherwise committed
to provide additional financial support to, AmeriCold Logistics. In the three
and six months ended June 30, 2002, the Company recorded its 60% share of
AmeriCold Logistics net losses of $7,167,000 and $13,307,000 for those
periods, or $4,300,000 and $7,984,000, respectively. The decreases in interest
earned on the Companys loans to AmeriCold Logistics of $121,000 and $239,000
are attributable to lower

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##### Table of Contents



average loans outstanding in the current years periods. The $223,000 and
$428,000 recognized as income in the current years periods represents
repayments from AmeriCold Logistics of its loans from the Company that were
previously reduced to zero by equity in losses of AmeriCold Logistics.

To keep the Companys stockholders knowledgeable about the Companys sole
investment, a discussion of AmeriCold Logistics results of operations is
included below. The amounts discussed below in AmeriCold Logistics Results
of Operations for the Three and Six Months Ended June 30, 2003 and 2002
exclude the interest income and the $223,000 and $428,000 gains recorded by the
Company during the three and six month periods ended June 30, 2003.

AmeriCold Logistics Results of Operations for the Three and Six Months Ended June 30, 2003 and 2002

The following is a discussion of the results of operations of AmeriCold
Logistics, the Companys investee in the temperature controlled logistics
business. See the Companys Annual Report on Form 10-K for the year ended
December 31, 2002 for a discussion of this business and see Note 3 to the
unaudited consolidated financial statements included in this Quarterly Report
on Form 10-Q for condensed balance sheet data and condensed operating data of
AmeriCold Logistics. The data below represents 100% of this business in which
the Company holds a 60% interest. For the purpose of the discussion 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. In December 2002, AmeriCold
Logistics sold its quarries to a joint venture owned 44% by Vornado Realty
Trust and 56% by Crescent Real Estate Equities Company, the owners of the
Landlord. Additionally, AmeriCold Logistics agreed to manage and operate the
quarries for an annual management fee of approximately $200,000 plus all direct
expenses incurred as the operator.



| |                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------
| | Certain prior period amounts in this discussion were reclassified to
conform to the current period presentation.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Revenues were $154,158,000 for the three months ended June 30, 2003,
compared to $154,862,000 for the three months ended June 30, 2002, a
decrease of $704,000 and $313,880,000 for the six months ended June 30,
2003, compared to $309,490,000 for the six months ended June 30, 2002, an
increase of $4,390,000. Revenues from Leased Operations were
$102,507,000 for the three months ended June 30, 2003, compared to
$106,441,000 for the three months ended June 30, 2002, a decrease of
$3,934,000, and $207,587,000 for the six months ended June 30, 2003,
compared to $212,202,000 for the six months ended June 30, 2002, a
decrease of $4,615,000. Revenues from Other Operations were $51,651,000
for the three months ended June 30, 2003, compared to $48,421,000 for the
three months ended June 30, 2002, an increase of $3,230,000, and
$106,293,000 for the six months ended June 30, 2003, compared to
$97,288,000 for the six months ended June 30, 2002, an increase of
$9,005,000.



| |                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The revenue decreases in Leased Operations for both the three and
six months ended June 30, 2003 were primarily the result of lower storage
revenues due to lower occupancy rates in the current year.



| |                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The increases in revenues from Other Operations were largely due to
new Managed Warehouse contracts that commenced after the first quarter of
2002 and increased volume from two significant customers, partially
offset by the discontinuation of Transportation Management Services
business with lower margin customers and the effect of the December 2002
quarry sale noted above.



| |                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The gross margin for Leased Operations was $36,493,000, or 35.6%,
for the three months ended June 30, 2003, compared to $37,574,000, or
35.3%, for the three months ended June 30, 2002, a decrease of
$1,081,000, and $76,216,000, or 36.7%, for the six months ended June 30,
2003, compared to $77,789,000, or 36.7%, for the six months ended June
30, 2002, a decrease of $1,573,000.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Operating income from Other Operations was $4,250,000 for the three
months ended June 30, 2003, compared to $3,392,000 for the three months
ended June 30, 2002, an increase of $858,000, and $8,412,000 for the six
months ended June 30, 2003, compared to $6,753,000 for the six months
ended June 30, 2002, an increase of $1,659,000. These increases resulted
primarily from the new Managed Warehouse contracts noted above, partially
offset by the effect of the December 2002 quarry sale noted above.



| |                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Rent expense was $41,799,000 for the three months ended June 30,
2003, compared to $36,346,000 for the three months ended June 30, 2002,
an increase of $5,453,000, and $81,304,000 for the

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| |                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | six months ended June 30, 2003, compared to $73,888,000 for the six
months ended June 30, 2002, an increase of $7,416,000. These increases
resulted from higher percentage rent in the current year as the lease
amendment with the Landlord that reduced percentage rent for the 2002
lease year expired.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | General and administrative expenses were $7,759,000 for the three
months ended June 30, 2003, compared to $8,481,000 for the three months
ended June 30, 2002, a decrease of $722,000,and $15,819,000 for the six
months ended June 30, 2003, compared to $16,819,000 for the six months
ended June 30, 2002, a decrease of $1,000,000. These decreases were
primarily due to reduced administrative expenses such as travel costs and
corporate office rent for the Portland, Oregon office that was closed in
2002.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Depreciation and amortization expense was $2,456,000 for the three
months ended June 30, 2003, compared to $2,395,000 for the three months
ended June 30, 2002, an increase of $61,000, and $4,858,000 for the six
months ended June 30, 2003, compared to $5,268,000 for the six months
ended June 30, 2002, a decrease of $410,000. The decrease for the
current years six month period was primarily attributable to the
December 2002 quarry sale noted above. This decrease was offset in the
current years quarter by the effect of an adjustment to quarry depletion
in the second quarter of 2002.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Interest expense was $823,000 for the three months ended June 30,
2003, compared to $1,026,000 for the three months ended June 30, 2002, a
decrease of $203,000, and $1,654,000 for the six months ended June 30,
2003, compared to $2,118,000 for the six months ended June 30, 2002, a
decrease of $464,000. These decreases resulted from lower average
borrowings outstanding in the current year, partially offset by the
interest on higher average deferred rent balances in the current year.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Other income was $192,000 for the three months ended June 30, 2003,
compared to $115,000 for the three months ended June 30, 2002, an
increase of $77,000, and $255,000 for the six months ended June 30, 2003,
compared to $244,000 for the six months ended June 30, 2002, an increase
of $11,000. These increases resulted primarily from foreign currency
translation gains at AmeriCold Logistics warehouse in Ontario, Canada,
partially offset by a $140,000 loss on the March 2003 accounts receivable
sale, discussed on page 17, and lower interest rates on lower cash
balances in the current year.

Liquidity and Capital Resources

The Company has a $75,000,000 unsecured Revolving Credit Agreement with
Vornado Realty Trust which expires on December 31, 2004. Borrowings under this
facility bear interest at LIBOR plus 3% (4.12% at June 30, 2003). The Company
pays Vornado Realty Trust a commitment fee equal to 1% per annum on the average
daily unused portion of the facility pursuant thereto; such commitment fees
were $256,000 and $221,000 for the six months ended June 30, 2003 and 2002,
respectively. 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. At June 30, 2003, $811,000 of interest and commitment fees were
unpaid, which reduces the availability under the Revolving Credit Agreement to
$50,385,000.

At June 30, 2003, $7,942,000 was outstanding under the Companys secured
loans to AmeriCold Logistics, which mature on December 31, 2004. These loans
are carried at zero in the Companys consolidated balance sheet as they have
been fully absorbed by the Companys share of comprehensive losses of AmeriCold
Logistics. AmeriCold Logistics is required to make loan payments approximating
$159,000 per month. The portions of the loan payments made during the three
and six months ended June 30, 2003 that represented the repayment of principal
are $223,000 and $428,000, respectively, and are reflected as income from
AmeriCold Logistics as this principal was previously reduced to zero by equity
in losses of AmeriCold Logistics.

AmeriCold Logistics has reported losses since its inception and, at June
30, 2003, the Companys 60% share of AmeriCold Logistics partners deficit was
$36,231,000, which includes $35,452,000 of deferred rent (rent recognized as
expense but not paid in cash) to the Landlord. On March 7, 2003, AmeriCold
Logistics and the Landlord extended the deferred rent period in AmeriCold
Logistics leases with the Landlord to December 31, 2004 from December 31,
2003. Based on its right to defer rent, the management of AmeriCold Logistics
anticipates it will have sufficient cash flows to operate at least through June
30, 2004. AmeriCold Logistics anticipates that in 2003 the Landlord will
restructure the leases to provide additional cash flow to AmeriCold Logistics.
Further, the
Page 16Table of Contentsmanagement of AmeriCold Logistics is also considering the financing of
certain trade receivables and equipment and the sale of certain warehouse
operations. In the absence of such financings and sales and the anticipated
lease 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 $24,615,000 loan from Vornado Realty Trust
due December 31, 2004, as described above.During the six months ended June 30, 2003, AmeriCold Logistics exercised
its right, pursuant to the terms of its leases with the Landlord, to defer the
payment of rent. AmeriCold Logistics deferred rent liability at June 30, 2003
is as follows:

|                                                      |  |           |        | 
|----------------------------------------------------- |  | --------- | ------ | 
|                                                      |  |           |        | 
|(amounts in thousands)                                |  | Total (1)
|                                                      |  |          
|Deferred during the three months ended June 30, 2003  |  | $         | 12,877 | 
|Deferred during the three months ended March 31,
2003 |  |           | 5,627  | 
|Aggregate deferral at December 31, 2002               |  |           | 40,583 | 
|                                                      |  |           |        | 
|                                                      |  | $         | 59,087 | 
|                                                      |  |           |        | 



|(1) The Company does not guarantee AmeriCold Logistics deferred rent liability.
|--------------------------------------------------------------------------------

On March 28, 2003, AmeriCold Logistics sold, without recourse, accounts
receivable of $6,640,000 to a joint venture owned 44% by Vornado Realty Trust
and 56% by Crescent Real Estate Equities Company, the owners of the Landlord,
for $6,500,000 in cash. AmeriCold Logistics recognized a loss of $140,000 on
the sale. AmeriCold Logistics also agreed to act as agent to collect the
accounts receivable. The accounts receivable have been collected in full.

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 included 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. On June 30, 2003, the AMEX notified the
Company that due to its continuing failure to meet the listing standards it was
going to remove the Companys common stock from listing on the AMEX, subject to
approval by the Securities and Exchange Commission. As a result, the AMEX
suspended trading in the Companys common stock as of the close of business on
July 11, 2003. Effective July 14, 2003, the Companys common stock began
trading over the counter under its newly assigned ticker symbol, VOOC.
Effective July 25, 2003, the Companys common stock was eligible for trading on
the OTC Bulletin Board. Trading of the Companys common stock through market
makers may involve decreased liquidity and risks not present when common stock
is traded on a securities exchange.

Cash Flows for the Six Months Ended June 30, 2003

Net cash provided by operating activities of $5,000 is comprised of (i)
the net change in operating assets and liabilities of $811,000, partially
offset by (ii) a net loss of $378,000, and (iii) the non-cash and non-operating
income from AmeriCold Logistics of $428,000.

Cash provided by investing activities of $428,000 resulted from repayments
of loans to AmeriCold Logistics.

There were no cash flows from financing activities.

Cash Flows for the Six Months Ended June 30, 2002

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

Cash provided by investing activities of $257,000 resulted from repayments
of loans to AmeriCold Logistics.

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##### Table of Contents



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




Item 3. Quantitative and Qualitative Disclosures About Market Risk

See Item 7A. Quantitative and Qualitative Disclosures about Market Risk
in the Companys Annual Report on Form 10-K for the year ended December 31,
2002. There has been no material change to this information.

The fair value of the Companys note payable to Vornado Realty Trust,
estimated by discounting the future cash flows using current market rates
available to the Company, is approximately $3,400,000 less than the carrying
amount of such debt at June 30, 2003. Such fair value estimate is not
necessarily indicative of the amount that would be paid upon liquidation of the
Companys note payable.




Item 4. Controls and Procedures

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

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

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##### Table of Contents






PART II. OTHER INFORMATION




Item 1.Legal Proceedings

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 28, 2003, 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
|Nominees              |  | Votes Cast For |           | Withheld
|                      |  |                |           |         
|Martin N. Rosen       |  |                | 3,380,253 |          |  |            | 179,569 | 
|Russell B. Wight, Jr. |  |                | 3,380,353 |          |  |            | 179,469 | 

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




Item 5.Other Information

Effective June 5, 2003, Jonathan C. Daiker resigned from his position as
the Chief Financial Officer of AmeriCold Logistics.

Subject to confirmation of a plan of reorganization under Chapter 11 of
the United States Bankruptcy Code, Crescent Operating, Inc. (COPI), the
Companys joint venture partner in AmeriCold Logistics, is expected to transfer
its interest in AmeriCold Logistics to an entity to be owned by the
shareholders of Crescent Real Estate Equities Company. The shareholders of
COPI approved the plan of reorganization on March 6, 2003. It is uncertain
whether this plan will be confirmed and what effect, if any, this plan and the
proposed change in ownership will have on the operation and management of
AmeriCold Logistics.




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, 2003, Vornado Operating Company
filed the following report on Form 8-K:       

|                        |  |                        |  |             |  |  |  | 
|----------------------- |  | ---------------------- |  | ----------- |  |  |  | 
|Period Covered (Date of |  |                        |  |             |  |  |  | 
|Event Reported)         |  | Items Reported         |  | Date Filed 
|                        |  |                        |  |            
|May 7, 2003             |  | Earnings Press Release |  | May 8, 2003

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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                      |                                        |     |  |                                               
|--------------------- | -------------------------------------- | --- |  | ----------------------------------------------
|                      | VORNADO OPERATING COMPANY
(Registrant)
|                      |                                        |     |  |                                               
|Date: August 11, 2003 |                                        | By: |  | /s/ JOSEPH MACNOW                             
|                      |                                        |     |  | Joseph Macnow, Executive Vice President      
|                      |                                        |     |  | Finance and Administration and Chief Financial
|                      |                                        |     |  | Officer (Principal Financial and Accounting   
|                      |                                        |     |  | Officer)                                      

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##### Table of Contents






Exhibit Index

|            |  |      |  |                                                                                                                                                                                                                                                          |  |  
|----------- |  | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -
|Exhibit No. |  |     
|            |  |     
|            |  |      |  | The following is a list of all exhibits filed as part of this report.                                                                                                                                                                                    |  |  
|            |  |      |  |                                                                                                                                                                                                                                                          |  |  
|            |  | 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) |  | *
|            |  |      |  |                                                                                                                                                                                                                                                          |  |  
|            |  | 15.1 |  | Letter of Deloitte & Touche LLP regarding unaudited interim financial
information                                                                                                                                                                        |  |  
|            |  |      |  |                                                                                                                                                                                                                                                          |  |  
|            |  | 31.1 |  | Certification by the Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended                                                                                                                               |  |  
|            |  |      |  |                                                                                                                                                                                                                                                          |  |  
|            |  | 31.2 |  | Certification by the Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended                                                                                                                               |  |  
|            |  |      |  |                                                                                                                                                                                                                                                          |  |  
|            |  | 32.1 |  | Certification by the Chief Executive Officer pursuant to 18 U.S.C
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                                                                                                     |  |  
|            |  |      |  |                                                                                                                                                                                                                                                          |  |  
|            |  | 32.2 |  | Certification by the Chief Financial Officer pursuant to 18 U.S.C
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002                                                                                                     |  |  

* Incorporated by reference

Page 21