Exhibit 3.10

                              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
         540,000,000 shares, of which 70,000,000 shall be preferred shares of
         beneficial interest, no par value per share ("Preferred Stock")
         (including 5,789,239 $3.25 Series A Convertible Preferred Shares of
         Beneficial Interest, liquidation preference $50.00 per share; 3,400,000
         8.5% Series B Cumulative Redeemable Preferred Shares of Beneficial
         Interest, liquidation preference $25.00 per share; 4,600,000 8.5%
         Series C Cumulative Redeemable Preferred Shares of Beneficial Interest,
         liquidation preference $25.00 per share; 3,500,000 Series D-1 8.5%
         Cumulative Redeemable Preferred Shares of Beneficial Interest,
         liquidation preference $25.00 per share; 549,336 8.375% Series D-2
         Cumulative Redeemable Preferred Shares of Beneficial Interest,
         liquidation preference $50.00 per share; 8,000,000 Series D-3 8.25%
         Cumulative Redeemable Preferred Shares of Beneficial Interest,
         liquidation preference $25.00 per share; 5,000,000 Series D-4 8.25%
         Cumulative Redeemable Preferred Shares of Beneficial Interest,
         liquidation preference $25.00 per share; 7,480,000 Series D-5 8.25%
         Cumulative Redeemable Preferred Shares of Beneficial Interest,
         liquidation preference $25 per share; 1,000,000 Series D-6 8.25%
         Cumulative Redeemable Preferred Shares of Beneficial Interest,
         liquidation preference $25.00 per share, 7,200,000 Series D-7 8.25%
         Cumulative Redeemable Preferred Shares of Beneficial Interest,
         liquidation preference $25.00 per share, 360,000 Series D-8 8.25%
         Cumulative Redeemable Preferred Shares of Beneficial Interest,
         liquidation preference $25.00 per share and 1,800,000 Series D-9 8.25%
         Cumulative Redeemable Preferred Shares of Beneficial Interest,
         liquidation preference $25.00 per share), 200,000,000 shares shall be
         common shares of beneficial interest, $.04 par value per share ("Common
         Stock"), and 270,000,000 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 8-203(a)(7) of the Maryland REIT
Law 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
440,000,000, consisting of 150,000,000 common shares of beneficial



interest, $.04 par value per share, 70,000,000 preferred shares of beneficial
interest, no par value per share, and 220,000,000 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 $14,800,000.

         FOURTH: The number of shares of beneficial interest which the Trust
has authority to issue pursuant to the foregoing amendment is 540,000,000,
consisting of 200,000,000 common shares of beneficial interest, $.04 par
value per share, 70,000,000 preferred shares of beneficial interest, no par
value per share, and 270,000,000 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 $18,800,000.

         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.

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                  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 Corporate Secretary on this 6th day of June, 2002.


ATTEST:                                     VORNADO REALTY TRUST



/s/ Larry Portal                            /s/ Steven Roth            [SEAL]
--------------------------                  ---------------------------
Name: Larry Portal                          Name: Steven Roth
Title: Corporate Secretary                  Title: Chairman of the Board











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