UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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):

                               SEPTEMBER 29, 2004

                            VORNADO OPERATING COMPANY
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

        DELAWARE                  NO. 001-14525                NO. 22-3569068
    (State or Other                (Commission                  (IRS Employer
    Jurisdiction of               File Number)               Identification No.)
     Incorporation)

            210 ROUTE 4 EAST                                           07652
           PARAMUS, NEW JERSEY                                      (Zip Code)
(Address of Principal Executive offices)

       Registrant's telephone number, including area code: (201) 587-7721

        Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):

[ ] 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 7.01   REGULATION FD DISCLOSURE.

       On September 29, 2004, Vornado Operating Company issued a press release.
       A copy of the press release is filed herewith as Exhibit 99.1 and is
       incorporated herein by reference.

Item 9.01   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (c) Exhibits.

         The following document is filed as an Exhibit to this report:

                  99.1      Press Release, dated September 29, 2004.

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                                    SIGNATURE

         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.

                                               Vornado Operating Company
                                             -----------------------------------
                                                      (Registrant)

                                         By: /s/ Joseph Macnow
                                             -----------------------------------
                                             Name:  Joseph Macnow
                                             Title: Executive Vice President
                                                    and Chief Financial Officer

Date: September 29, 2004

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                                  EXHIBIT INDEX

     99.1   Press Release, dated September 29, 2004

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