As filed with the Securities and Exchange Commission on December 30, 2004

                                                      Registration No. 333-68458

                                  UNITED STATES
                             WASHINGTON, DC 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                    FORM S-8

                             SECURITIES ACT OF 1933
                            VORNADO OPERATING COMPANY
             (Exact Name of Registrant as Specified in Its Charter)
               DELAWARE                                         22-3569068
   (State or Other Jurisdiction of                             (IRS Employer
    Incorporation or Organization)                          Identification No.)
 210 ROUTE 4 EAST, PARAMUS, NEW JERSEY                             07652
(Address of Principal Executive Offices)                         (Zip code)

                            (Full Title of the Plan)
                                  JOSEPH MACNOW
                          C/O VORNADO OPERATING COMPANY
                                210 ROUTE 4 EAST
                            PARAMUS, NEW JERSEY 07652
                                 (201) 587-7721
                     (Name and Address of Agent For Service)

                                    Copy to:

                             WILLIAM G. FARRAR, ESQ.
                             SULLIVAN & CROMWELL LLP
                                125 BROAD STREET
                            NEW YORK, NEW YORK 10004
                                 (212) 558-4000

This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission in accordance with Section 8(a) of the
Securities Act of 1933, as amended, and Rule 464 thereunder.


         This Post-Effective Amendment No.1 relates to the Registration
Statement on Form S-8 (File No. 333-68458) (the "Registration Statement") of
Vornado Operating Company (the "Company") relating to 250,000 shares of the
Company's common stock, par value $0.01 per share ("Common Stock"), which was
filed with the Securities and Exchange Commission and became effective on August
27, 2001. The Registration Statement registered the 250,000 shares of Common
Stock for sale pursuant to the Company's 1998 Omnibus Stock Plan.

         On November 9, 2004, the Board of Directors of the Company unanimously
resolved that the dissolution of the Company is advisable and in the best
interests of the Company and its stockholders. On December 17, 2004, at a
special meeting of stockholders, the stockholders of the Company approved the
dissolution by a majority of shares of Common Stock outstanding as of the record
date for the special meeting. On December 29, 2004, the Company filed a
certificate of dissolution with the Secretary of State of the State of Delaware.

         As a result of the filing of the certificate of dissolution, the
offering pursuant to the Registration Statement has been terminated. In
accordance with an undertaking made by the Company in the Registration Statement
to remove from registration, by means of a post-effective amendment, any of the
securities which remain unsold at the termination of the offering, the Company
hereby removes from registration the securities of the Company registered but
unsold under the Registration Statement.


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Paramus, State of New Jersey, on
December 30, 2004.

                                             VORNADO OPERATING COMPANY

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

         Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons in their
respective capacities and on the respective dates indicated opposite their

               SIGNATURES                                     TITLE                             DATE

             /s/ Steven Roth                    Chairman and Chief Executive Officer      December 30, 2004
------------------------------------------      (Principal Executive Officer)             
               Steven Roth                

        /s/ Michael D. Fascitelli               President and Director                    December 30, 2004
          Michael D. Fascitelli                                                           

            /s/ Joseph Macnow                   Executive Vice President and Chief        December 30, 2004
------------------------------------------      Financial Officer (Principal Financial
              Joseph Macnow                     and Accounting Officer)                   

          /s/ Douglas H. Ditrick                Director                                  December 30, 2004
            Douglas H. Ditrick                                                            

                                                Director                                  December   , 2004
             Martin N. Rosen                                                              

                                                Director                                  December   , 2004
             Richard R. West                                                              

        /s/ Russell B. Wight, Jr.               Director                                  December 30, 2004
          Russell B. Wight, Jr.