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                                                                     Exhibit 3.2


                              VORNADO REALTY TRUST

                             ARTICLES SUPPLEMENTARY

             SERIES D-1 8.5% CUMULATIVE REDEEMABLE PREFERRED SHARES
                   (liquidation preference $25.00 per share)

     Vornado Realty Trust, a Maryland real estate investment trust (the
"Trust"), hereby certifies to the State Department of Assessments and Taxation
of Maryland (the "Department") that:

     FIRST: Under a power contained in Article VI of the Amended and Restated
Declaration of Trust of the Trust, as amended (the "Declaration"), the Board of
Trustees of the Trust (the "Board of Trustees"), by informal action in lieu of a
special meeting, classified and designated 1,100,000 shares (the "Shares") of
the Preferred Stock (as defined in the Declaration), as shares of Series D-1
8.5% Cumulative Redeemable Preferred Shares of Beneficial Interest, liquidation
preference $25.00 per share ("Series D-1 Preferred Shares"), with the same
preferences and other rights, voting powers, restrictions, limitations as to
dividends and other distributions, qualifications and terms and conditions of
redemption as are set forth in the Articles Supplementary of the Trust, relating
to the Series D-1 8.5% Cumulative Redeemable Shares of Beneficial Interest,
liquidation preference $25.00 per share, dated as of November 12, 1998 and filed
with the Department on November 25, 1998, which upon any restatement of the
Declaration, shall be deemed to be part of Article VI of the Declaration, with
any necessary or appropriate changes in the enumeration or lettering of the
sections or subsections thereof.

     SECOND: The Shares have been classified and designated by the Board of
Trustees under the authority contained in the Declaration.

     THIRD: These Articles Supplementary have been approved by the Board of
Trustees in the manner and by the vote required by law.

     FOURTH: Each of the undersigned acknowledges these Articles Supplementary
to be the trust act of the Trust and, as to all matters or facts required to be
verified under oath, the undersigned acknowledges that to the best of his or her
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.

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          IN WITNESS WHEREOF, the Trust has caused these Articles Supplementary
to be executed under seal in its name and on its behalf by its Vice President
and Chief Financial Officer and attested to by one of its Assistant Secretaries
on this 22nd day of December, 1998.


                                                            VORNADO REALTY TRUST



                                               By: /s/ Irwin Goldberg
                                                   -----------------------------
                                                   Irwin Goldberg
                                                   Vice President and Chief
                                                   Financial Officer
                                               

[Seal]
                                               
                                               
                                               ATTEST:
                                               
                                               
                                               
                                                   /s/ Larry Portal
                                                   -----------------------------
                                                   Larry Portal
                                                   Assistant Secretary


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