SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13G*
(Amendment No. 1)
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
Vornado Operating Co.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
92904N103
(CUSIP Number)
December 31, 1999
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(Page 1 of 9 Pages)
________________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 92904N103 13G/A Page 2 of 9 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Gotham Partners, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
221,025
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
221,025
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
221,025
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.43%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 92904N103 13G/A Page 3 of 9 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Gotham Partners III, L.P.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
24,185
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
24,185
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
24,185
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
.6%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 92904N103 13G/A Page 4 of 9 Pages
____________________________________________________________________________
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
Gotham International Advisors, L.L.C.
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [X]
(b) [ ]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
206,315
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
-0-
OWNED BY ___________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
206,315
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
-0-
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
206,315
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [ ]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
5.07%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
IA
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 92904N103 13G/A Page 5 of 9 Pages
Item 1(a). Name of Issuer:
The name of the issuer is Vornado Operating Co. (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The Company's principal executive offices are located at 80 West, Plaza
II, Saddle Brook, New Jersey, 07663.
Item 2(a). Name of Person Filing:
This statement is filed by:
(i) Gotham Partners, L.P., a New York limited partnership
("Gotham") with respect to the shares of Common Stock directly
owned by it;
(ii) Gotham Partners III, L.P., a New York limited partnership
("Gotham III") with respect to the shares of Common Stock
directly owned by it; and
(iii) Gotham International Advisors, L.L.C., a limited liability
company organized under the laws of the State of Delaware
("Gotham Advisors"), which serves as investment manager to
Gotham Partners International, Ltd.("Gotham International"),
a company organized under the laws of the Cayman Islands, with
respect to the shares of Common Stock directly owned by Gotham
International; and
The foregoing persons are hereinafter sometimes
collectively referred to as the "Reporting Persons." Any
disclosures herein with respect to persons other than the
Reporting Persons are made on information and belief after
making inquiry to the appropriate party.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the business office of Gotham, Gotham Advisors and Gotham
III is 110 East 42nd Street, 18th Floor, New York, New York, 10017. The address
of the business office of Gotham International is c/o Goldman Sachs (Cayman)
Trust, Limited, Harbour Centre, 2nd Floor, P.O. Box 896, George Town, Grand
Cayman, Cayman Islands, British West Indies
Item 2(c). Citizenship:
Gotham and Gotham III are limited partnerships organized under the laws of
the State of New York. Gotham Advisors is a limited liability company
organized under the laws of the State of Delaware.
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value (the "Common Stock")
<PAGE>
CUSIP No. 92904N103 13G/A Page 6 of 9 Pages
Item 2(e). CUSIP Number:
92904N103
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940,
(e) [ ] Investment Adviser in accordance with Rule
13d-1 (b)(1)(ii)(E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
13d-1 (b)(1)(ii)(F),
(g) [ ] Parent Holding Company or control person in accordance
with Rule 13d-1 (b)(1)(ii)(G),
(h) [ ] Savings Association as defined in Section 3(b) of the
Federal Deposit Insurance Act,
(i) [ ] Church Plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940,
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Not applicable.
<PAGE>
CUSIP No. 92904N103 13G/A Page 7 of 9 Pages
Item 4. Ownership.
A. Gotham Partners, L.P.
(a) Amount beneficially owned: 221,025
(b) Percent of class: 5.43% The percentages used herein are
calculated based upon the 4068,310 shares Common Stock issued and outstanding
as of October 25, 1999 as reflected in the Company's form 10-Q for the period
ending September 30, 1999.
(c)(i) Sole power to vote or direct the vote: 221,025
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 221,025
(iv) Shared power to dispose or direct the disposition: -0-
B. Gotham Partners III, L.P.
(a) Amount beneficially owned: 24,185
(b) Percent of class: .6%
(c)(i) Sole power to vote or direct the vote: 24,185
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 24,185
(iv) Shared power to dispose or direct the disposition: -0-
C. Gotham International Advisors, L.L.C.
(a) Amount beneficially owned: 206,315
(b) Percent of class: 5.07%
(c)(i) Sole power to vote or direct the vote: 206,315
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 206,315
(iv) Shared power to dispose or direct the disposition: -0-
<PAGE>
CUSIP No. 92904N103 13G/A Page 8 of 9 Pages
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Item 2.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
<PAGE>
CUSIP No. 92904N103 13G/A Page 9 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: February 15, 2000
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina Corporation,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ William A. Ackman
William A. Ackman
Senior Managing Member
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina Corporation,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
