1
                                                                     Exhibit 3.1
                              VORNADO REALTY TRUST
                                        
                 ARTICLES OF AMENDMENT OF DECLARATION OF TRUST

THIS IS TO CERTIFY THAT:

     FIRST: The Amended and Restated Declaration of Trust, as amended (the
"Declaration of Trust"), of Vornado Realty Trust, a Maryland real estate
investment trust (the "Trust"), is hereby amended by deleting Article VI,
Section 6.1 of the Declaration of Trust in its entirety and replacing it with
the following:

     "SECTION 6.1 Authorized Shares. The total number of shares of beneficial
     interest which the Trust is authorized to issue is 290,000,000 shares, of
     which 20,000,000 shall be preferred shares of beneficial interest, no par
     value per share ("Preferred Stock") (including 5,800,000 Series A
     Convertible Preferred Shares of Beneficial Interest), 125,000,000 shares
     shall be common shares of beneficial interest, $.04 par value per share
     ("Common Stock"), and 145,000,000 shares shall be excess shares of
     beneficial interest, $.04 par value per share ("Excess Stock")."

     SECOND: The foregoing amendment has been approved by the Board of Trustees
of the Trust as required by Section B-203(a)(7) of the Corporations and
Associations Article of the Annotated Code of Maryland and Article IX, Section
9.1(b) of the Declaration of Trust.

     THIRD: The total number of shares of beneficial interest which the Trust
had authority to issue immediately prior to this amendment was 240,000,000,
consisting of 100,000,000 common shares of beneficial interest, $0.4 par value
per share 20,000,000 preferred shares of beneficial interest, no par value, per
share, and 120,000,000 excess shares of beneficial interest, $.04 par value per
share. The aggregate par value of all authorized shares of beneficial interest
having par value was $8,800,000.

     FOURTH: The number of shares of beneficial interest which the Trust has
authority of issue pursuant to the foregoing amendment is 290,000,000,
consisting of 125,000,000 common shares of beneficial interest, $.04 par value
per share, 20,000,000 preferred shares of beneficial interest, no par value per
share, and 145,000,000 excess shares of beneficial interest, $.04 par value per
share. The aggregate par value of all authorized shares of beneficial interest
having par value is $10,800,000.
   2

     FIFTH: The undersigned Chairman of the Board acknowledges this amendment
to be the trust act of the Trust and, as to all matters or facts required to
be verified under oath, the undersigned Chairman of the Board acknowledges
that, to the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this Statement is made under
the penalties for perjury.

     IN WITNESS WHEREOF, the Trust has caused this amendment to be signed in
its name and on its behalf by its Chairman of the Board and attested to by its
Assistant Secretary on this 21st day of April, 1998.


ATTEST:                                 VORNADO REALTY TRUST



/s/  Lee D. Ratner                      /s/ Steven Roth                  (SEAL)
- ----------------------------            --------------------------------------
Lee D. Ratner                           Steven Roth
Assistant Secretary                      Chairman of the Board

                                      -2-