8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 19, 2011

LEXINGTON REALTY TRUST
(Exact Name of Registrant as Specified in Its Charter)
Maryland	1-12386	13-3717318
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One Penn Plaza, Suite 4015, New York, New York 10119-4015

(Address of Principal Executive Offices) (Zip Code)

(212) 692-7200

(Registrant's Telephone Number, Including Area Code)

______________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

___           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

___           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

___           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

___           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.                      Entry into a Material Definitive Agreement.

On April 19, 2011, we entered into a First Amendment to Ownership Limitation Waiver Agreement (Cohen & Steers) with Cohen & Steers Capital Management, Inc., which we refer to as Cohen & Steers.  The First Amendment increases the number of shares of our Series D Preferred Stock that Cohen & Steers may acquire from 1,001,443 shares to 1,250,000 shares.

The foregoing description of the First Amendment is qualified in its entirety by Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.                      Financial Statements and Exhibits.

(d)         Exhibits

10.1 First Amendment to Ownership Limitation Waiver Agreement (Cohen & Steers)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Lexington Realty Trust

Date: April 25, 2011                                                                By: /s/ T. Wilson Eglin

T. Wilson Eglin

Chief Executive Officer

Exhibit Index

10.1 First Amendment to Ownership Limitation Waiver Agreement (Cohen & Steers)

EX-10.1

FIRST AMENDMENT TO OWNERSHIP LIMIT

WAIVER AGREEMENT (COHEN & STEERS)

THIS FIRST AMENDMEN TO OWNERSHIP LIMIT WAIVER AGREEMENT (this “Amendment”), dated as of April 19, 2011, is between Lexington Realty Trust, a Maryland real estate investment trust (the “Company”), and Cohen & Steers Capital Management, Inc., a New York corporation (for itself and on behalf of certain affiliated entities, as set forth herein), and amends that certain Ownership Limit Waiver Agreement, dated as of November 18, 2010, between the Company and Cohen & Steers Capital Management, Inc. (the “Agreement”). Capitalized terms used, but not otherwise defined, in this Agreement shall have the meanings given to them in the hereinafter-mentioned Declaration.

RECITALS

A.Cohen & Steers Capital Management, Inc., together with its affiliates (collectively, “Cohen & Steers”), has requested that the Company consider an increase in the amount of Series D Preferred Stock of the Company that is set forth in Section 1.1(A) of the Agreement from 1,001,443 shares of Series D Preferred Stock of the Company to 1,250,000 shares of Series D Preferred Stock of the Company (the “Increase”).

B.Pursuant to subparagraph (a)(9) of Article IX of the Declaration, the Company’s Board of Trustees has adopted resolutions approving the Increase on the terms and conditions hereinafter set forth.

AGREEMENT

1.   Amendment to Section 1.1(A) of the Agreement.  Section 1.1(A) of the Agreement is hereby amended to replace the phrase “1,001,443 shares of Series D Preferred Stock of the Company” with the phrase “1,250,000 shares of Series D Preferred Stock of the Company.”

2.   Ratification and Confirmation of the Agreement; No Other Changes.  Except as modified by this Amendment, the Agreement is hereby ratified and affirmed in all respects.  Nothing herein shall be held to alter, vary or otherwise affect the terms, conditions and provision of the Agreement, other than as stated above.

3.   Governing Law.  All questions concerning the construction, validity and interpretation of this Amendment shall be governed by and construed in accordance with the domestic laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland.

[Signature Page Follows]

Each of the parties has caused this Amendment to be signed by its duly authorized officers as of the date set forth in the introductory paragraph hereof.

THE COMPANY   Lexington Realty Trust     By: /s/ T. Wilson Eglin_____________ Name: T. Wilson Eglin Title: Chief Executive Officer     COHEN & STEERS   Cohen & Steers Capital Management, Inc.     By: /s/ William Scopell_________________ Name: William Scopell Title: Senior Vice President