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):

July 25, 2005

SL GREEN REALTY CORP.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MARYLAND

(STATE OF INCORPORATION)

(212) 594-2700

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

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:

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))

Item 2.02.                                          Results of Operations and Financial Condition

The information (including exhibits 99.1 and 99.2) being furnished pursuant to this “Item 2.02 Results of Operations and Financial Condition” shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Following the issuance of a press release on July 25, 2005 announcing the Company’s results for the second quarter ended June 30, 2005, the Company intends to make available supplemental information regarding the Company’s operations that is too voluminous for a press release.  The Company is attaching the press release as Exhibit 99.1 and the supplemental package as Exhibit 99.2 to this Current Report on Form 8-K.

Item 7.01.                                          Regulation FD Disclosure

The information being furnished pursuant to this “ Item 7.01 Regulation FD Disclosure” shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.  This information will not be deemed an admission as to the materiality of such information that is required to be disclosed solely by Regulation FD.

Item 8.01.                                          Other Events

On July 26, 2005, SL Green Realty Corp. issued a press release announcing that it had entered into two separate joint ventures with Jeff Sutton. The first venture is to acquire the fee interests in two adjoining retail buildings at 1551 and 1555 Broadway (the “Broadway Properties”), and in a third retail and commercial building at 21 West 34th Street. The second joint venture includes the acquisition of a mixed-use property at 141 Fifth Avenue. The transactions total approximately $162.5 million.

A copy of the press release announcing the transactions is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Item 9.01.                                          Financial Statements and Exhibits

(c)                                  Exhibits

99.1                           Press Release regarding second quarter earnings

99.2                           Supplemental package

99.3                           Press Release regarding joint venture acquisitions

NON-GAAP Supplemental Financial Measures

Funds from Operations (FFO)

FFO is a widely recognized measure of REIT performance.  We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which may not be comparable to FFO reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we do.  The revised White Paper on FFO approved by the Board of Governors of NAREIT in April 2002 defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales of properties, plus real estate related depreciation and amortization and after adjustments for unconsolidated partnerships and joint

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ventures.  We present FFO because we consider it an important supplemental measure of our operating performance and believe that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITS, particularly those that own and operate commercial office properties.  We also use FFO as one of several criteria to determine performance-based bonuses for members of our senior management.  FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time.  Historically, however, real estate values have risen or fallen with market conditions.  Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, interest costs, providing perspective not immediately apparent from net income.  FFO does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of our financial performance or to cash flow from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions.

Funds Available for Distribution (FAD)

FAD is a non-GAAP financial measure that is not intended to represent cash flow for the period and is not indicative of cash flow provided by operating activities as determined in accordance with GAAP.  FAD is presented solely as a supplemental disclosure with respect to liquidity because the Company believes it provides useful information regarding the Company’s ability to fund its dividends.  Because all companies do not calculate FAD the same way, the presentation of FAD may not be comparable to similarly titled measures of other companies.   FAD does not represent cash flow from operating, investing and finance activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of our financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of our liquidity.

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)

The Company presents earnings before interest, taxes, depreciation and amortization (EBITDA) because the Company believes that EBITDA, along with cash flow from operating activities, investing activities and financing activities, provides investors with an additional indicator of the Company’s ability to incur and service debt.  EBITDA should not be considered as an alternative to net income (determined in accordance with GAAP), as an indication of our financial performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of our liquidity.

Same-Store Net Operating Income

The Company presents same-store net operating income on a cash and GAAP basis because the Company believes that it provides investors with useful information regarding the operating

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performance of properties that are comparable for the periods presented.  For properties owned since January 1, 2004, the Company determines net operating income by subtracting property operating expenses and ground rent from recurring rental and tenant reimbursement revenues.  Same-store net operating income is not an alternative to net income (determined in accordance with GAAP) and same-store performance should not be considered an alternative to GAAP net income performance.

Debt to Market Capitalization Ratio

The Company presents the ratio of debt to market capitalization as a measure of the Company’s leverage position relative to the Company’s estimated market value.  The Company’s estimated market value is based upon the quarter-end trading price of the Company’s common stock multiplied by all common shares and operating partnership units outstanding plus the face value of the Company’s preferred equity. This ratio is presented on a consolidated basis and a combined basis.  The combined debt to market capitalization includes the Company’s pro-rata share of off-balance sheet (unconsolidated) joint venture debt.  The Company believes this ratio may provide investors with another measure of the Company’s current leverage position.  The debt to market capitalization ratio should be used as one measure of the Company’s leverage position, and this measure is commonly used in the REIT sector; however, this may not be comparable to other REITs that do not compute in the same manner.  The debt to market capitalization ratio does not represent the Company’s borrowing capacity and should not be considered an alternative measure to the Company’s current lending arrangements.

Coverage Ratios

The Company presents fixed charge and interest coverage ratios to provide a measure of the Company’s financial flexibility to service current debt amortization, interest expense and ground rent from current cash net operating income.  These coverage ratios are provided on both a consolidated and combined basis.  The combined coverage ratios include the Company’s pro-rata share of off-balance sheet (unconsolidated) joint venture fixed charges and cash net operating income.  These coverage ratios represent a common measure of the Company’s ability to service fixed cash payments; however, these ratios are not used as an alternative to cash flow from operating, financing and investing activities (determined in accordance with GAAP).

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SIGNATURES

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.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT

Gregory F. Hughes

Chief Financial Officer

(212) 594-2700

or

Michelle M. LeRoy

Investor Relations

(212) 594-2700

SL GREEN REALTY CORP. REPORTS

SECOND QUARTER FFO OF $1.02 PER SHARE

Second Quarter Highlights

•      Increased second quarter FFO to $1.02 per share (diluted) from $0.99 during the first quarter of 2005.  The $1.02 represents an 8.5% increase over the same quarter in 2004, when excluding the One Park incentive fee recognized in 2004.

•      Increased net income available to common stockholders to $1.31 per share (diluted), a 15.9% increase over the same quarter in 2004.

•      Recognized combined same-store GAAP NOI growth of 4.7% during the second quarter, and consolidated same-store NOI growth of 2.4%.

•      Increased average office starting rents to $43.49, representing a 1.7% increase over previously fully escalated rents and continuing the upward trend in rents.

•      Closed on the previously announced acquisition of One Madison Avenue for $918 million, or $650 per square foot, through joint ventures with Gramercy Capital Corp. and Credit Suisse First Boston.

•      Sold 1414 Avenue of the Americas for $60.5 million, or $500 per square foot, resulting in a gain of approximately $35.9 million or $0.79 per share.

•      Acquired the majority ownership interest and control of 19 West 44^th Street for approximately $272 per square foot after giving effect to a $7.3 million incentive fee, which was recorded as a reduction in basis.

•      Completed $120.0 million 10-year interest-only mortgage refinancing of 711 Third Avenue at a fixed rate of 4.99% per annum.

•      Issued 30-year $100.0 million Trust Preferred Securities, bearing interest at LIBOR plus 1.25, which were fixed at a rate of 5.61% per annum for the first 10-years.

•      Increased an existing term loan from $100.0 million to $200.0 million while simultaneously reducing the rate to LIBOR plus 125 and extending the maturity through May 2010.

•      Received $1.65 million in dividends from our investment in Gramercy representing an annualized return of 9.3%.

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•      Increased occupancy to 95.9% for the portfolio and 96.5% for the combined same-store portfolio.

•      Signed 71 office leases totaling 386,134 square feet during the second quarter.

Summary

New York, NY, July 25, 2005 - SL Green Realty Corp. (NYSE:  SLG) today reported funds from operations available to common stockholders, or FFO, of $46.4 million, or $1.02 per share for the second quarter ended June 30, 2005, a 1.9% decrease over the same quarter in 2004.  Excluding the incentive fee received in 2004 in connection with the recapitalization of One Park Avenue ($4.3 million or $0.10 per share), FFO increased 8.5% for the second quarter.  The Company also reported FFO of $2.01 per share for the six months ended June 30, 2005, a 7.5% increase over the same period in 2004, which was $1.87 per share.

Net income available to common stockholders was $56.5 million for the second quarter and $79.4 million for the six months ended June 30, 2005, an increase of $11.1 million and $18.0 million over the respective periods in 2004.  The increase was primarily due to acquisitions that closed in 2004 and 2005, including 750 Third Avenue and 485 Lexington Avenue (July 2004), 625 Madison Avenue (October 2004), 28 West 44^th Street (February 2005) and One Madison Avenue (April 2005), as well as the gain on sale from 1414 Avenue of the Americas.

All per share amounts are presented on a diluted basis.

Operating and Leasing Activity

For the second quarter of 2005, revenues and EBITDA of $106.1 million and $64.2 million, respectively, increased $23.4 million (or 28%) and $10.2 million (or 19%), respectively, over the same period in 2004, largely due to the new acquisitions described above. Same-store GAAP NOI increased 2.4% to $35.7 million during the second quarter for the wholly-owned properties and 8.5% to $23.0 million for the joint venture properties.

Average starting office rents of $43.49 per rentable square foot for the second quarter represented a 1.7% increase over the previously fully escalated rents.

During the second quarter the Company had a net increase in the size of its portfolio by approximately 1.0 million square feet, which increased total useable square feet under ownership from 17.4 million to 18.4 million square feet. In addition the Company owns 267,000 square feet of office space at One Madison Avenue, which it intends to convert into residential condominiums.  Occupancy for the portfolio increased from 95.7% at

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March 31, 2005 to 95.9% at June 30, 2005.  During the quarter, the Company signed 75 leases totaling 387,313 square feet with 71, and 386,134 square feet, representing office leases.

Significant leasing activities during the second quarter included:

•      71 office leases totaling approximately 386,134 square feet were signed, representing a significant increase in the average size lease when compared to 70 office leases totaling 342,000 square feet signed during the same period in 2004.

•      New lease with Omnicom Group for approximately 33,000 square feet at 220 East 42^nd Street.

•      Renewal of Solomon-Page Group for approximately 36,000 square feet at 1140 Avenue of the Americas.

•      Renewal of Morgan Stanley & Co., Incorporated for approximately 95,000 square feet at 1221 Avenue of the Americas.

Real Estate Investment Activity

During the second quarter of 2005, the Company announced acquisitions totaling approximately $1.0 billion and dispositions totaling approximately $60.5 million.

Investment activity announced during the second quarter included:

•      Acquisition of the fee interest in One Madison Avenue from Metropolitan Life Insurance Company (MetLife) for $918.0 million (excluding transaction costs). One Madison Avenue consists of two contiguous buildings - the South Building and the North Tower - totaling approximately 1.4 million square feet. The South Building, which consists of approximately 1.2 million square feet, was acquired, pursuant to a joint venture agreement with Gramercy Capital Corp., for $803.0 million. SL Green owns a 55% interest in the joint venture. The building is 95.5% net leased to Credit Suisse First Boston, or CSFB, through 2020. The North Tower, which consists of 267,000 square feet and is zoned for residential and office use, was acquired for $115.0 million. SL Green and CSFB currently intend to physically separate the South Building and the North Tower and convert the North Tower to residential condominium units. SL Green and CSFB will share in the profits of the residential component. The South Building acquisition was funded by a $690.0 million 15-year mortgage with a fixed interest rate of 5.91 percent per annum. The North Tower acquisition was funded by a $115.0 million two-year loan with an interest rate of 275 basis points over the 30-day LIBOR. Approximately $98.0 million was drawn at closing.

•      Acquisition of partnership interest in 19 West 44th Street from its partner, the City Investment Fund, or CIF, resulting in majority ownership and control of the property. The transaction valued the property at $91.2 million.  Pursuant to the terms of the initial joint venture agreement, SL Green would have been entitled to an incentive fee of approximately $7.3 million upon a sale of the property. With the interests being acquired by SL Green, the incentive fee income will be deferred and reflected as a reduction to the Company’s basis in the property to approximately $79.2 million, or $272 per square foot. In addition, SL Green originated a loan secured by CIF’s remaining ownership stake. CIF also granted SL Green an option to purchase CIF’s remaining equity interest.

•      Sale of the fee interest in 1414 Avenue of the Americas for $60.5 million, or approximately $500 per square foot. The property is approximately 121,000

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square feet. The Company recognized a gain on sale of approximately $35.9 million.  The sale was effectuated through a reverse 1031 exchange with 625 Madison Avenue, which resulted in substantially all of the taxable gain on sale being deferred.

Financing and Capital Activity

•      In June 2005, the Company completed a $120.0 million 10-year interest-only mortgage refinancing of the property located at 711 Third Avenue. The mortgage bears interest at a fixed rate of 4.99% per annum. The refinancing proceeds were used to pay down the Company’s unsecured revolving line of credit.

•      In June 2005, the Company issued $100.0 million of Trust Preferred Securities, which are reflected on the balance sheet at June 30, 2005 as Junior Subordinate Deferrable Interest Debentures. The proceeds were used to repay the Company’s unsecured revolving credit facility.  The $100.0 million of junior subordinate deferred interest debentures have a 30-year term ending July 2035.  They bear interest at a fixed rate of 5.61% for the first 10 years ending July 2015. Thereafter, the rate will float at three month LIBOR plus 1.25%. The securities are redeemable at par beginning in July 2010.

•      In May 2005, the Company increased an existing term loan from $100.0 million to $200.0 million while simultaneously reducing the interest rate by 25 basis points to LIBOR plus 125.  The maturity was also extended through May 2010.

Structured Finance Activity

The Company’s structured finance investments totaled $396.9 million on June 30, 2005, a net increase of $21.8 million from March 31, 2005. The structured finance investments currently have a weighted average maturity of 6.6 years.  The weighted average yield for the quarter ended June 30, 2005 was 10.27%, down slightly from 10.43% for the quarter ended March 31, 2005.

Investment In Gramercy Capital Corp.

Fees earned from various agreements between the Company and Gramercy Capital Corp. (NYSE: GKK) totaled approximately $1.9 million for the quarter ended June 30, 2005.  The Company’s share of FFO generated from its investment of 4.7 million shares in Gramercy totaled approximately $2.2 million for the quarter ended June 30, 2005.

Dividends

During the second quarter of 2005, the Company declared dividends as follows:

•      $0.54 per common share. Dividends were paid on July 15, 2005 to stockholders of record on the close of business on June 30, 2005.

•      $0.4766 and $0.4922 per share on the Company’s Series C and D Preferred Stock, respectively, for the period April 15, 2005 through and including July 14, 2005. Dividends were paid on July 15, 2005 to stockholders of record on the close of business on June 30, 2005. Distributions reflect regular quarterly distributions, which are the equivalent of an annualized distribution of $1.90625 and $1.96875, respectively.

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Conference Call and Audio Webcast

The Company’s executive management team, led by Marc Holliday, President and Chief Executive Officer, will host a conference call and audio web cast on Tuesday, July 26, 2005 at 2:00 p.m. EDT to discuss second quarter financial results. The conference call may be accessed by dialing (800) 218-0713 Domestic or (303) 262-2194 International. No pass code is required. The live conference will be simultaneously broadcast in a listen-only mode on the Company’s web site at www.slgreen.com.

A replay of the call will be available through Tuesday, August 2, 2005 by dialing (800) 405-2236 Domestic or (303) 590-3000 International, using pass code 11033757.

Supplemental Information

The Supplemental Package outlining second quarter 2005 financial results will be available prior to the quarterly conference call on the Company’s website.

Company Profile

SL Green Realty Corp. is a self-administered and self-managed real estate investment trust, or REIT, that predominantly acquires, owns, repositions and manages a portfolio of Manhattan office properties. As of June 30, 2005, the Company owned 29 office properties totaling 18.4 million square feet. The Company is the only publicly held REIT that specializes exclusively in this niche.

To be added to the Company’s distribution list or to obtain the latest news releases and other Company information, please visit our website at www.slgreen.com or contact Investor Relations at 212-216-1601.

Disclaimers

Non-GAAP Financial Measures

During the quarterly conference call, the Company may discuss non-GAAP financial measures as defined by SEC Regulation G. In addition, the Company has used non-GAAP financial measures in this press release. A reconciliation of each non-GAAP financial measure and the comparable GAAP financial measure (net income) can be found on pages 6 and 8 of this release and in the Company’s Supplemental Package.

Forward-looking Information

This press release contains forward-looking information based upon the Company’s current best judgment and expectations. Actual results could vary from those presented herein. The risks and uncertainties associated with forward-looking information in this release include the strength of the commercial office real estate markets in New York, competitive market conditions, unanticipated administrative costs, timing of leasing income, general and local economic conditions, interest rates, capital market conditions, tenant bankruptcies and defaults, the availability and cost of comprehensive insurance, including coverage for terrorist acts, and other factors, which are beyond the Company’s control. We undertake no obligation to publicly update or revise any of the forward-looking information. For further information, please refer to the Company’s filing with the Securities and Exchange Commission.

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SL GREEN REALTY CORP.

STATEMENTS OF OPERATIONS-UNAUDITED

(Amounts in thousands, except per share data)

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SL GREEN REALTY CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands)

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SL GREEN REALTY CORP.

SELECTED OPERATING DATA-UNAUDITED

(1)  Includes wholly owned and joint venture properties.

SL GREEN REALTY CORP.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES*

(Amounts in thousands, except per share data)

*  See page 6 for a reconciliation of FFO and EBITDA to net income.

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Exhibit 99.2

SL Green Realty Corp.

Second Quarter 2005

Supplemental Data

June 30, 2005

SL Green Realty Corp. is a fully integrated, self-administered and self-managed Real Estate Investment Trust, or REIT, that primarily owns, manages, leases, acquires and repositions office properties in emerging, high-growth submarkets of Manhattan.

•                  SL Green’s common stock is listed on the New York Stock Exchange, and trades under the symbol SLG.

•                  SL Green maintains an internet site at www.slgreen.com at which most key investor relations data pertaining to dividend declaration, payout, current and historic share price, etc. can be found.  Such information is not reiterated in this supplemental financial package.  This supplemental financial package is available through the Company’s internet site.

•                  This data is presented to supplement audited and unaudited regulatory filings of the Company and should be read in conjunction with those filings.  The financial data herein is unaudited and is provided from the prospective of timeliness to assist readers of quarterly and annual financial filings.  As such, data otherwise contained in future regulatory filings covering the same period may be restated from the data presented herein.

Questions pertaining to the information contained herein should be referred to Michelle LeRoy at michelle.leroy@slgreen.com or at 212-216-1692.

This report includes certain statements that may be deemed to be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements, other than statements of historical facts, included in this report that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future, including such matters as future capital expenditures, dividends and acquisitions (including the amount and nature thereof), expansion and other development trends of the real estate industry, business strategies, expansion and growth of the Company’s operations and other such matters are forward-looking statements.  These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate.  Such statements are subject to a number of assumptions, risks and uncertainties, general economic and business conditions, the business opportunities that may be presented to and pursued by the Company, changes in laws or regulations and other factors, many of which are beyond the control of the Company.  Any such statements are not guarantees of future performance and actual results or developments may differ materially from those anticipated in the forward-looking statements.

The following discussion related to the consolidated financial statements of the Company should be read in conjunction with the financial statements for the quarter ended June 30, 2005 that will subsequently be released on Form 10-Q to be filed on or before August 10, 2005.

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TABLE OF CONTENTS

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CORPORATE PROFILE

SL Green Realty Corp. (the “Company”) was formed on August 20, 1997 to continue the commercial real estate business of S.L. Green Properties Inc. founded in 1980 by Stephen L. Green, our current Chairman.  For more than 20 years SL Green has been engaged in the business of owning, managing, leasing, acquiring and repositioning office properties in Manhattan.  The Company’s investment focus is to create value through the acquisition, redevelopment and repositioning of Manhattan office properties and releasing and managing these properties for maximum cash flow.

Looking forward, SL Green Realty Corp. will continue its opportunistic investment philosophy through three established business lines:  investment in long-term core properties, investment in opportunistic assets and structured finance investments.  With the formation of Gramercy Capital Corp., or Gramercy, (NYSE: GKK) in 2004, there will be a reduced focus on direct structured finance investments by the Company.  This three-legged investment strategy will allow SL Green to balance the components of its portfolio to take advantage of each stage in the business cycle.

Today, the Company is the only fully integrated, self-managed, self-administered Real Estate Investment Trust, or REIT, exclusively focused on owning and operating office buildings in Manhattan. SL Green is a pure play for investors to own a piece of New York.

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FINANCIAL RESULTS

Funds From Operations, or FFO, available to common stockholders totaled $46.4 million, or $1.02 per share (diluted) for the second quarter ended June 30, 2005, a 1.9% decrease compared to the same quarter in 2004 when FFO totaled $44.1 million, or $1.04 per share (diluted).  Excluding the incentive fee received in 2004 in connection with the recapitalization of One Park Avenue ($4.3 million or $0.10 per share), FFO increased 8.5% for the second quarter.

Net income available for common stockholders for the second quarter 2005 totaled $56.5 million, or $1.31 per share (diluted), compared to the same quarter in 2004 when net income totaled $45.4 million, or $1.13 per share (diluted).

Funds available for distribution, or FAD, for the second quarter 2005 decreased to $0.69 per share (diluted) versus $0.72 per share (diluted) in the prior year, a 4.4% decrease.  Excluding the incentive fee received in 2004 in connection with the recapitalization of One Park Avenue, FAD increased 11.3%.

The Company’s dividend payout ratio was 53.0% of FFO and 78.6% of FAD before first cycle leasing costs.

CONSOLIDATED RESULTS

Total quarterly revenues increased 28.3% in the second quarter to $106.1 million compared to $82.7 million in the prior year.  The $23.4 million growth in revenue resulted primarily from the following items:

•                  $16.9 million increase from 2005 and 2004 acquisitions,

•                  $3.8 million increase from same-store properties,

•                  $0.5 million decrease in other revenue, which was primarily due to the recognition of an incentive distribution received in 2004 in connection with the recapitalization of One Park Avenue ($4.3 million).  This was partially offset by fees earned from Gramercy ($1.3 million) and by the Service Corporation ($0.6 million), and

•                  $3.2 million increase in preferred equity and investment income.

The Company’s earnings before interest, taxes, depreciation and amortization, or EBITDA, increased by $10.3 million (19.1%) to $64.2 million.  The following items drove EBITDA improvements:

•                  $2.5 million increase from the equity in net income from unconsolidated joint ventures primarily due to our investments in Gramercy ($1.9 million) and 1515 Broadway ($1.7 million).  This was partially offset by the sale of an interest in One Park Avenue in 2004 ($0.6 million).

•                  $10.3 million increase from 2005 and 2004 acquisitions.

•                  $0.9 million increase from same-store properties.

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•                  $3.2 million increase in preferred equity and investment income.  The weighted-average structured finance investment balance increased to $413.6 million from $235.2 million.  The weighted-average yield increased from 10.2% to 10.3.

•                  $6.1 million decrease from higher MG&A expense.  This is primarily due to the increase in headcount at Gramercy.

•                  $0.5 million decrease in non-real estate revenues net of expenses, primarily due to the One Park incentive distribution in 2004 ($4.3 million).  This was partially offset by fee income from Gramercy ($1.3 million) and the Service Corporation ($0.6 million).

FFO before minority interests improved $2.2 million primarily as a result of:

•                  $10.3 million increase in EBITDA,

•                  $1.8 million increase in FFO from unconsolidated joint ventures,

•                  $1.5 million decrease from perpetual preferred stock dividends,

•                  $5.2 million decrease from higher interest expense, and

•                  $3.2 million decrease from discontinued operations and non-real estate depreciation and amortization.

SAME-STORE RESULTS

Same-store second quarter 2005 GAAP NOI increased $0.8 million (2.4%) to $35.7 million compared to the prior year.  Operating margins after ground rent decreased from 51.5% to 49.8%.

The $0.8 million increase in GAAP NOI was primarily due to:

•                  $1.1 million (1.9%) increase in rental revenue primarily due to improved leasing,

•                  $2.6 million (27.6%) increase in escalation and reimbursement revenue primarily due to real estate tax escalations,

•                  $0.2 million (66.6%) increase in other income,

•                  $1.3 million (7.5%) increase in real estate taxes,

•                  $1.7 million (15.2%) increase in operating expenses, and

•                  $0.1 million (2.6%) decrease in ground rent expense.

Structured Finance Activity

As of June 30, 2005, our structured finance and preferred equity investments totaled $396.9 million.  The weighted average balance outstanding for the second quarter of 2005 was $413.6 million.  During the second quarter of 2005, the weighted average yield was 10.27%.

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QUARTERLY LEASING HIGHLIGHTS

Vacancy at March 31, 2005 was 741,239 useable square feet net of holdover tenants.  During the quarter, 153,765 additional useable office, retail and storage square feet became available at an average escalated cash rent of $35.79 per rentable square foot.  The Company acquired One Madison Avenue, which included 53,032 of vacant usable square feet.  The Company sold 1414 Avenue of the Americas, which included 3,595 vacant useable square feet.  Space available to lease during the quarter totaled 944,441 useable square feet, or 5.1% of the total portfolio.

During the second quarter, 71 office leases, including early renewals, were signed totaling 386,134 rentable square feet.  New cash rents averaged $43.49 per rentable square foot.  Replacement rents were 1.7% higher than rents on previously occupied space, which had fully escalated cash rents averaging $42.75 per rentable square foot.  The average lease term was 6.4 years and average tenant concessions were 2.3 months of free rent with a tenant improvement allowance of $14.65 per rentable square foot.

The Company also signed 6 storage leases, including early renewals, for 1,179 rentable square feet.  New cash rents averaged $23.62 per rentable square foot.  Replacement rents were 19.3% higher than rents on previously occupied space, which had fully escalated cash rents averaging $19.80 per rentable square foot.  The average lease term was 1.1 years and there were no tenant concessions and no tenant improvement allowance.

REAL ESTATE ACTIVITY

Major real estate investment transactions entered into during the second quarter included:

•                                          Acquisition of the fee interest in One Madison Avenue from Metropolitan Life Insurance Company (MetLife) for $918.0 million (excluding transaction costs). One Madison Avenue consists of two contiguous buildings - the South Building and the North Tower - totaling approximately 1.4 million square feet. The South Building, which consists of approximately 1.2 million square feet, was acquired, pursuant to a joint venture agreement with Gramercy Capital Corp., for $803.0 million. SL Green owns a 55% interest in the joint venture. The building is 95.5% net leased to Credit Suisse First Boston, or CSFB, through 2020. The North Tower, which consists of 267,000 square feet and is zoned for residential and office use, was acquired for $115.0 million. SL Green and CSFB currently intend to physically separate the South Building and the North Tower and convert the North Tower to residential condominium units. SL Green and CSFB will share in the profits of the residential component. The South Building acquisition was funded by a $690.0 million 15-year mortgage with a fixed interest rate of 5.91 percent per annum. The North Tower acquisition was funded by a $115.0 million two-year loan with an interest rate of 275 basis points over the 30-day LIBOR. Approximately $98.0 million was drawn at closing.

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•                                          Acquisition of partnership interest in 19 West 44th Street from its partner, the City Investment Fund, or CIF, resulting in majority ownership and control of the property. The transaction valued the property at $91.2 million.  Pursuant to the terms of the initial joint venture agreement, SL Green would have been entitled to an incentive fee of approximately $7.3 million upon a sale of the property. With the interests being acquired by SL Green, the incentive fee income will be deferred and reflected as a reduction to the Company’s basis in the property to approximately $79.2 million, or $272 per square foot. In addition, SL Green originated a loan secured by CIF’s remaining ownership stake. CIF also granted SL Green an option to purchase CIF’s remaining equity interest.

•                                          Sale of the fee interest in 1414 Avenue of the Americas for $60.5 million, or approximately $500 per square foot. The property is approximately 121,000 square feet. The Company recognized a gain on sale of approximately $35.9 million.  The sale was effectuated through a reverse 1031 exchange with 625 Madison Avenue, which resulted in substantially all of the taxable gain on sale being deferred.

Investment In Gramercy Capital Corp.

The Company’s investment in Gramercy Capital Corp. was approximately $71.0 million at June 30, 2005.  The market value of the investment was approximately $115.2 million on that date.  Fees earned from various agreements between the Company and Gramercy Capital Corp. totaled approximately $1.9 million for the quarter ended June 30, 2005.  The Company’s share of FFO generated from its investment of 4.7 million shares in Gramercy totaled approximately $2.2 million for the quarter ended June 30, 2005.

Financing/ Capital Activity

Corporate Financings

•                  In June 2005, the Company completed a $120.0 million 10-year interest-only mortgage refinancing of the property located at 711 Third Avenue. The mortgage bears interest at a fixed rate of 4.99% per annum. The refinancing proceeds were used to pay down the Company’s unsecured revolving line of credit.

•                  In June 2005, the Company issued $100.0 million of Trust Preferred Securities, which are reflected on the balance sheet at June 30, 2005 as Junior Subordinate Deferrable Interest Debentures. The proceeds were used to repay the Company’s unsecured revolving credit facility.  The $100.0 million of junior subordinate deferred interest debentures have a 30-year term ending July 2035.  They bear interest at a fixed rate of 5.61% for the first 10 years ending July 2015. Thereafter, the rate will float at three month LIBOR plus 1.25%. The securities are redeemable at par beginning in July 2010.

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•                  In May 2005, the Company increased an existing term loan from $100.0 million to $200.0 million while simultaneously reducing the interest rate by 25 basis points to LIBOR plus 125.  The maturity was also extended through May 2010.

Dividends

On June 15, 2005, the Company declared a dividend distribution of $0.54 per common share for the second quarter 2005.  The dividend is payable July 15, 2005 to stockholders of record on the close of business on June 30, 2005.  This distribution reflects the regular quarterly dividend, which is the equivalent of an annualized distribution of $2.16 per common share.

On June 15, 2005, the Company also declared a dividend on it’s Series C preferred stock for the period April 15, 2005 through and including July 14, 2005, of $0.4766 per share, payable July 15, 2005 to stockholders of record on the close of business on June 30, 2005. The distribution reflects the regular quarterly dividend, which is the equivalent of an annualized distribution of $1.90625 per Series C preferred stock.

On June 15, 2005, the Company also declared a dividend on it’s Series D preferred stock for the period April 15, 2005 through and including July 14, 2005, of $0.4922 per share, payable July 15, 2005 to stockholders of record on the close of business on June 30, 2005. The distribution reflects the regular quarterly dividend, which is the equivalent of an annualized distribution of $1.96875 per Series D preferred stock.

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