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UNITED STATES

(Amendment No. 1)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended September 30, 2004
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from          to

Commission file number: 001-32136

Arbor Realty Trust, Inc.

Maryland		20-0057959
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
333 Earle Ovington Boulevard Uniondale, NY (Address of principal executive offices)		11553 Zip Code

(516) 832-8002

(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o.

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act).     Yes o          No þ.

APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date. Common stock, $0.01 par value per share: 16,389,657 outstanding as of November 10, 2004.

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Explanatory Note

      We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, as filed with the Securities and Exchange Commission on November 12, 2004, solely to include broker non-vote information in Item 4 of Part II. Except for the broker non-vote information in Item 4, no other information included in the original report on Form 10-Q is amended by this Form 10-Q/A.

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ARBOR REALTY TRUST, INC.

FORM 10-Q

PART II.  OTHER INFORMATION					2
Item 4.		Submission of Matters to a Vote of Security Holders			2
Signatures					3
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

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PART II.     OTHER INFORMATION

Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      The annual meeting of stockholders of the Company was held on July 29, 2004, for the purpose of considering and acting upon the following:

	(1) Election of Directors. Two Class I directors were elected and the votes cast for or against/withheld were as follows:

		Aggregate Votes
Nominees		For				Withheld
Jonathan A. Bernstein			17,145,882				922,266
Joseph Martello			16,956,784				1,111,564

	(2) Two matters were approved and the votes cast for or against and the abstentions were as follows:

(a) Stock Incentive Plan.

Aggregate Votes

Broker

For

Against

Abstained

Non-Votes

Approval of the Arbor Realty Trust, Inc. 2003 Omnibus Stock Incentive Plan (as amended and restated)

13,363,375

239,760

969,720

3,491,293

(b) Ratification of Ernst & Young.

		For Aggr				egatenVotes				Abstained
Ratification of Ernst & Young LLP as the Company’s independent auditors for fiscal year 2004			18,063,248				3,500				1,400

      The continuing directors of the Company are Ivan Kaufman, C. Michael Kojaian, Melvin F. Lazar, William Helmreich and Walter K. Horn.

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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 thereunto duly authorized:

	ARBOR REALTY TRUST, INC.
	(Registrant)

	By:	/s/ IVAN KAUFMAN

	Name: Ivan Kaufman
	Title: Chief Executive Officer

	By:	/s/ FREDERICK C. HERBST

	Name: Frederick C. Herbst
	Title: Chief Financial Officer

Date: November 17, 2004

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