FIRST AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND DEVELOPMENT AGREEMENT

EXHIBIT 10.52

FIRST AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND DEVELOPMENT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AND DEVELOPMENT AGREEMENT (this “ Amendment ”) is made as of the 6 ^th day of July, 2005, by and among ALEXANDER’S INC., a Delaware corporation, on behalf of itself and each of the subsidiaries listed in Exhibit B attached hereto (“ Alexander’s ”), having an address at 210 Route 4 East, Paramus, New Jersey 07652, (sometimes hereinafter referred to as “ Owner ”), and VORNADO MANAGEMENT CORP., a New Jersey corporation, having an office at 210 Route 4 East, Paramus, New Jersey 07652 (“ Manager ”).

R E C I T A L S

A.          Alexander’s and Manager have heretofore entered into that certain Amended and Restated Management and Development Agreement, dated July 3, 2002 (the “ Development Agreement ”).

B.         As of the date hereof Manager has entered into that certain Termination of Management and Development Agreement with 731 Commercial LLC and 731 Residential LLC, terminating Manager’s property management services with respect to the property located at 731 Lexington Avenue, New York, New York (the “59th Street Property”);

C.         Whereas, Owner and Manager desire to amend the Development Agreement so that Manager can provide the entity management services provided hereunder with respect to the affiliated entities of Owner that own various portions of the 59th Street Property.

NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Owner and Manager hereby agree as follows to the following amendments to be effective from and after the date hereof (the “ Effective Date ”):

1.          Exhibit A of the Development Agreement : Exhibit A to the Development Agreement is hereby replaced with the Exhibit A attached hereto.

2.          Management Fee . The first sentence of Article III, Section A is hereby amended to read as follows: “Owner shall pay Manager, as Manager’s entire compensation for the services rendered hereunder in connection with the management of the Properties and the management of the Owner, a management fee (the “ Management Fee ”) equal to Two Million Four Hundred Thousand Dollars ($2,400,000) per annum), payable in equal monthly installments, in arrears, in the amount of $200,000 on the tenth day of each calendar month beginning with the first calendar month after the Effective Date.