Exhibit 23.2



                        Consent of Independent Auditors





     We consent to the incorporation by reference in the Registration
     Statement on Form S-8 pertaining to the Amended 1997 Stock Option and
     Incentive Plan of SL Green Realty Corp. (the "Company") of our report
     dated February 4, 2002, with respect to the consolidated financial
     statements and schedule of the Company, included in its Annual Report on
     Form 10-K for the year ended December 31, 2001, filed with the Securities
     and Exchange Commission.





                                                       /s/ Ernst & Young LLP









     New York, New York
     June 5, 2002