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                                                                     Exhibit 3.5

CONTACT:        JOSEPH MACNOW
                (201) 587-1000



                                                                [VORNADO LOGO]


                                                                210 Route 4 East
                                                              Paramus, NJ  07652

FOR IMMEDIATE RELEASE - September 21, 2001

       PARAMUS, NEW JERSEY.....VORNADO REALTY TRUST (NYSE:VNO) today announced
that Vornado Realty L.P., the operating partnership through which Vornado Realty
Trust conducts its business, has sold $45 million of 8.25% Series D-9 Cumulative
Redeemable Preferred Units to an institutional investor in a private placement,
resulting in net proceeds of approximately $43.9 million. The perpetual
Preferred Units may be called without penalty at the option of Vornado Realty
L.P. commencing in September 2006.

       The securities have not been and will not be registered under the
Securities Act of 1933, as amended, or any state securities laws and may not be
offered or sold except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws.

       Vornado Realty Trust is a fully-integrated equity real estate investment
trust.

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