UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~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~~

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

~~April 1~~May 19, 2015

VORNADO REALTY L.P.

(Exact Name of Registrant as Specified in Charter)

Delaware	No. 001-34482	No. 13-3925979
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)

888 Seventh Avenue New York, New York		10019
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 894-7000

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 Instructions A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Soliciting~~ITEM ~~material~~8.01. ~~pursuant~~OTHER ~~to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~EVENTS

~~o Pre-commencement~~Vornado ~~communications~~Realty ~~pursuant~~L.P. ~~to Rule 14d-2~~(bthe “Company”) ~~under~~ ~~the~~is ~~Exchange~~filing ~~Act~~this ~~(17~~Current Report ~~CFR~~on ~~240.14d~~Form 8-~~2(b))~~K to present retrospectively revised historical consolidated financial statements and other information for the years ended December 31, 2014, 2013, and 2012 to:

~~o Pre-commencement~~· reclassify ~~communications~~the ~~pursuant~~financial results for those retail assets that were placed into discontinued operations which primarily consisted of the 79 strip shopping centers, three malls, and a warehouse park which were spun off to ~~Rule 13e-4~~Urban Edge Properties (c“UE”) ~~under~~ on January 15, 2015 as well as certain other retail assets not included in the ~~Exchange~~UE ~~Act~~spin ~~(17~~off ~~CFR~~but ~~240.13e~~were determined to be part of the strategic shift in the Company’s business under the adoption of ASU 2014-~~4(c))~~08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, in the first quarter of 2015;

~~Items~~· reclassify ~~3.02~~the former Retail Properties and ~~5.03. Unregistered~~Toys ~~Sales~~segments ofto Other, ~~Equity~~as ~~Securities~~the remaining assets and ~~Amendments~~operations tono ~~Articles~~longer ofmeet ~~Incorporation~~the orqualitative and ~~Bylaws;~~quantitative ~~Change~~thresholds inunder ~~Fiscal~~ASC ~~Year.~~280, Segment Reporting;

On· reclassify ~~April 1,~~signage ~~2015,~~revenue ~~Vornado~~from ~~Realty L.P. (the~~ “~~Operating~~fee ~~Partnership”),~~and ~~the~~other ~~operating partnership through which Vornado Realty Trust conducts its business, acquired a property in Midtown Manhattan (the “Property~~income”) ~~in exchange for cash and the issuance of 177,100 Series D-17 Preferred Units of the Operating Partnership (the~~ to “~~Preferred~~property ~~Units~~rentals”), which Preferred Units have an aggregate redemption price of $4,427,500 and a distribution rate of 3.25% per annum. The Preferred Units were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to ~~Section 4(a)(2) thereof. On~~conform ~~April 1, 2015, the Operating Partnership’s agreement of limited partnership was amended~~ to ~~provide for~~ the ~~issuance~~presentation ofbeginning ~~the~~with ~~Preferred Units and~~ the ~~admission~~three months ofended ~~the~~March ~~recipients~~31, ~~as limited partners of the Operating Partnership~~2015. ~~A copy of the amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.~~

~~Item~~These ~~9.01.~~reclassifications ~~Financial~~have ~~Statements~~no ~~and~~effect ~~Exhibits~~on the Company’s reported net income.

~~(d) Exhibits.~~This Current Report on Form 8-K updates the following items in the 2014 Form 10-K to reflect retrospectively the changes discussed above for all periods presented:

~~3.1 Forty-Sixth~~· Part ~~Amendment~~II, toItem ~~Second Amended and Restated Agreement of Limited Partnership of Vornado Realty L~~6.~~P.,~~ Selected ~~dated~~Financial ~~as of April 1, 2015.~~Data

2· Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~SIGNATURE~~· Part II, Item 8. Financial Statements and Supplementary Data

~~Pursuant~~The toinformation ~~the~~contained ~~requirements~~in ofthis ~~the~~Current ~~Securities~~Report ~~Exchange~~on ~~Act~~Form 8-K is presented as of ~~1934~~December 31, ~~the~~2014, ~~registrant~~and other than as indicated above, has ~~duly~~not ~~caused~~been updated to reflect developments subsequent to this ~~report~~date. All other items of the Form 10-K remain unchanged. References to be“we,” ~~signed~~“us,” “our,” onthe ~~its~~“Company,” ~~behalf~~and by“Operating Partnership” in the ~~undersigned~~exhibits ~~hereunto~~to ~~duly~~this report, ~~authorized~~unless otherwise noted, refer to Vornado Realty L.P. and its consolidated subsidiaries.

~~VORNADO~~ITEM ~~REALTY L~~9.P01. ~~(Registrant)~~FINANCIAL ~~By:~~STATEMENTS ~~/s/~~AND Stephen W. Theriot Name: Stephen W. Theriot Title: Chief Financial Officer of Vornado Realty Trust, sole general partner of Vornado Realty L.P. (duly authorized officer and principal financial and accounting officer)EXHIBITS

~~Date:~~(d) ~~April 2, 2015~~Exhibits.

3The following exhibits are filed as part of this Current Report on Form 8-K:

~~Exhibit Index~~12.1 Computation of Ratios

323.1 ~~Forty-Sixth Amendment to Second Amended and Restated Agreement~~ Consent of ~~Limited~~Independent ~~Partnership~~Registered ofPublic ~~Vornado~~Accounting ~~Realty L.P., dated as of April 1, 2015.~~Firm

499.1 Item 6. Selected Financial Data

99.2 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

99.3 Item 8. Financial Statements and Supplementary Data

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema

101.CAL XBRL Taxonomy Extension Calculation Linkbase

101.DEF XBRL Taxonomy Extension Definition Linkbase

101.LAB XBRL Taxonomy Extension Label Linkbase

101.PRE XBRL Taxonomy Extension Presentation Linkbase

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 thereunto duly authorized.

		VORNADO REALTY L.P.
		(Registrant)


Date: May 19, 2015	By:	/s/ Stephen W. Theriot
		Stephen W. Theriot, Chief Financial Officer of Vornado Realty Trust, sole general partner of Vornado Realty L.P. (duly authorized officer and principal financial and accounting officer)

EXHIBIT INDEX

EXHIBIT NO.

12.1 Computation of Ratios

23.1 Consent of Independent Registered Public Accounting Firm

99.1 Item 6. Selected Financial Data

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