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):

January 23, 2006

SL GREEN REALTY CORP.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(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 January 23, 2006 announcing the Company’s results for the fourth quarter ended December 31, 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.

As discussed in Item 2.02 above, on January 23, 2006, the Company issued a press release announcing its results for the fourth quarter ended December 31, 2005.

Item 8.01.              Other Events

On January 24, 2005, the Company issued a press release announcing the refinancing of  485 Lexington Avenue. The joint venture owning the property closed on a three-year $390.0 million loan from HSH Nordbank AG. The loan bears interest at 135 basis points over LIBOR. The initial funding was approximately $293.0 million.

On January 24, 2006, the Company issued a press release announcing the signing of  a 165,183 square foot lease renewal and expansion at 1372 Broadway.

2

A copy of the press releases announcing these transactions are attached hereto as Exhibit 99.3, 99.4 and 99.5 and are incorporated herein by reference.

Item 9.01.              Financial Statements and Exhibits

(c)           Exhibits

99.1         Press Release regarding fourth quarter earnings.

99.2         Supplemental package.

99.3         Press release regarding refinancing of 485 Lexington Avenue.

99.4         Press release regarding leasing activity at 1372 Broadway.

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 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.

3

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 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

4

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).

5

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.

Date:  January 24, 2006

6

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

FOURTH QUARTER FFO OF $1.02 PER SHARE AND

FULL YEAR FFO OF $4.16 PER SHARE

Fourth Quarter Highlights

•                  Increased full year FFO to $4.16 per share (diluted), an increase of 10.3% over the prior year.

•                  Increased fourth quarter FFO to $1.02 per share (diluted) from $0.95 during the fourth quarter of 2004, an increase of 7.4%.

•                  Net income available to common stockholders in the fourth quarter of 2005 totaled $0.48 per share (diluted).

•                  Increased quarterly common stock dividend by 11.1% to $0.60 per fully diluted share.

•                  For office leases signed during the fourth quarter, increased average office starting rents to $46.89, representing a 20.26% increase over previously fully escalated rents reflecting the upward trend in rents.

•                  Signed 55 office leases totaling 963,087 square feet during the fourth quarter.

•                  Finished the year at 96.7% occupancy, up from 96.0% at the end of the third quarter.

•                  SL Green/Gale joint venture signed a 670,000 square foot net-lease with Sanofi-Aventis for its US headquarters.

•                  Completed 1515 Broadway recapitalization by refinancing the property with a $625 million loan, which resulted in the Company’s economic stake increasing from 55% to 68.5%.

•                  Closed new $205 million credit facility for the residential conversion and development of One Madison – Clock Tower.

•                  Closed on previously announced $175 million refinancing of 100 Park Avenue.

•                  Received $7.7 million in dividends and fees from our investment in, and management arrangement with, Gramercy Capital Corp.  This amount includes a $1.2 million incentive fee earned during the quarter.

•                  Recognized combined same-store GAAP NOI growth of 1.0% during the fourth quarter and 4.0% for the year.

1

•                  Closed on previously announced retail acquisitions of leasehold interests in 1604 Broadway and 379 West Broadway.

Summary

New York, NY, January 23, 2006 - SL Green Realty Corp. (NYSE:  SLG) today reported funds from operations available to common stockholders, or FFO, of $46.9 million, or $1.02 per share for the fourth quarter ended December 31, 2005, a 7.4% increase over the same quarter in 2004.  The Company also reported FFO of $4.16 per share for the year ended December 31, 2005, a 10.3% increase over the same period in 2004, which was $3.77 per share.

Net income available to common stockholders totaled $20.8 million, or $0.48 per share, for the fourth quarter and $137.5 million, or $3.20 per share, for the year ended December 31, 2005, a decrease of $90.7 million and $55.6 million over the respective periods in 2004.  The annual decrease was primarily due to gains on dispositions that closed in 2004, including 17 Battery Place North, 1466 Broadway and an interest in One Park Avenue ($117.7 million, or $2.73 per share) compared to gains on sale of 1414 Avenue of the Americas and 180 Madison Avenue ($47.5 million, or $1.04 per share) in 2005 and a reduction in income from discontinued operations ($0.16 per share) for 2004 compared to 2005.

All per share amounts are presented on a diluted basis.

Operating and Leasing Activity

For the fourth quarter of 2005, the Company reported revenues and EBITDA of $114.6 million and $64.9 million, respectively, increases of $20.5 million (or 21.8%) and $7.3 million (or 12.7%), respectively, over the same period in 2004, largely due to the new acquisitions in 2004 and 2005, including 625 Madison Avenue (October 2004), 28 West 44^th Street (February 2005), One Madison Avenue (April 2005) and an additional interest in 19 West 44^th Street (June 2005).  Same-store GAAP NOI on a combined basis increased by 1.0% for the quarter when compared to the prior year, with the wholly-owned properties increasing 0.4% to $37.9 million during the fourth quarter and the joint venture properties increasing by 1.0% to $21.7 million.

Average starting office rents of $46.89 per rentable square foot for the fourth quarter represented a 20.26% increase over the previously fully escalated rents.

Occupancy for the portfolio increased from 96.0% at September 30, 2005 to 96.7% at December 31, 2005.  During the quarter, the Company signed 68 leases totaling 1,008,970 square feet with 55 leases, and 963,087 square feet, representing office leases.

Significant leasing activities during the fourth quarter included:

2

•                  New lease with Citigroup for approximately 296,000 square feet at 485 Lexington Avenue.

•                  New lease with Travelers Indemnity for approximately 211,000 square feet at 485 Lexington Avenue.

•                  New lease with TIAA for approximately 86,000 square feet at 750 Third Avenue.

•                  New lease with Advance Magazine for approximately 54,000 square feet at 485 Lexington Avenue.

•                  New lease with NY Hospital for approximately 49,000 square feet at 673 First Avenue.

•                  New lease with Polo Ralph Lauren for approximately 43,000 square feet at 625 Madison Avenue.

Real Estate Investment Activity

During the fourth quarter of 2005, the Company announced acquisitions totaling approximately $24.2 million.

Investment activity announced during the fourth quarter included:

•                  In November 2005, the Company, in a joint venture with Jeff Sutton, acquired a controlling leasehold interest in 1604 Broadway – a retail property located in Manhattan’s Times Square. The joint venture acquired a 90% interest in the 41,100-square-foot Times Square building.  The property is subject to a ground lease that was extended from 2019 to 2036 as part of the transaction. The Company has a 50% interest in the joint venture with Jeff Sutton. The Company has the opportunity to earn incentive fees based upon the financial performance of the property.

•                  In December 2005, the Company, in a joint venture with Jeff Sutton, acquired a 90% interest in the leasehold interest at 379 West Broadway, an office/retail property in New York City’s Cast Iron Historic District.  The lease includes an option to acquire the fee interest in 2016.  The five-story, 62,006-square-foot property is fully leased.  The Company has a 50% interest in the joint venture with Jeff Sutton.

Financing and Capital Activity

In November 2005, the Company and SITQ, a subsidiary of the Caisse de depot et placement du Québec, completed a recapitalization of 1515 Broadway.  The joint venture obtained $625 million in financing in the form of a two-year loan bearing interest at LIBOR plus 90 basis points from Lehman Brothers and Wachovia Bank, the existing lenders. The recapitalization allowed SL Green to exceed the performance thresholds established with SITQ, resulting in an increased economic stake in the property from 55% to approximately 68.5%. SL Green used its portion of the refinancing proceeds to repay its unsecured revolving credit facility and for general corporate purposes.

In November 2005, the Company closed on a $205.1 million credit facility with Wells Fargo Bank, NA. This facility, which bears interest at 160 basis points over LIBOR, has a two-year term and two six-month extension options. This facility replaced the acquisition loan of $115.0 million at One Madison-Clock Tower and will be used in part to fund the

3

conversion and development of the Clock Tower. Approximately $113.4 million was drawn at closing.

In December 2005, the Company modified and enhanced the covenants under its $325.0 million term loan to correspond with those under the 2005 unsecured revolving credit facility, which closed in August 2005.

Structured Finance Activity

The Company’s structured finance investments totaled $400.1 million on December 31, 2005, consistent with the balance at September 30, 2005. The structured finance investments currently have a weighted average maturity of 6.5 years.  The weighted average yield for the quarter ended December 31, 2005 was 10.4%, up slightly from 10.26% for the quarter ended September 30, 2005.

Investment In Gramercy Capital Corp.

At December 31, 2005, the Company’s investment in Gramercy Capital Corp. (NYSE: GKK) totaled $96.5 million. Fees earned from various arrangements between the Company and Gramercy totaled approximately $5.0 million for the quarter ended December 31, 2005, including an incentive fee of $1.2 million earned as a result of Gramercy’s FFO exceeding the 9.5% return on equity performance threshold.  For the year ended December 31, 2005, the Company earned $12.6 million in fees from Gramercy Capital Corp.  The Company’s share of FFO generated from its investment in Gramercy totaled approximately $3.2 million and $9.1 million for the quarter and year ended December 31, 2005, respectively.

The Company’s marketing, general and administrative, or MG&A, expenses includes the consolidation of the expenses of its subsidiary GKK Manager, the entity which manages and advises Gramercy Capital Corp.  There are currently approximately 22 employees of GKK Manager dedicated to the operations of Gramercy compared to five at the time of Gramercy’s IPO.  For the quarter and year ended December 31, 2005, the Company’s MG&A includes approximately $2.2 million and $7.4 million, respectively, of costs associated with GKK Manager.

Dividends

During the fourth quarter of 2005, the Company increased the quarterly dividend on its common shares from $0.54 to $0.60 per share, representing an 11.1% increase.  On an annualized basis, the Company’s dividend will now be $2.40 compared to $2.16 prior to the increase.  Dividends declared during the fourth quarter were as follows:

•                  $0.60 per common share. Dividends were paid on January 16, 2006 to stockholders of record on the close of business on December 31, 2005.

•                  $0.4766 and $0.4922 per share on the Company’s Series C and D Preferred Stock, respectively, for the period October 15, 2005 through and including January 14, 2006. Distributions were made on January 16, 2006 to stockholders of record on the close of business on December 31, 2005. Distributions reflect regular quarterly distributions, which are the equivalent of an annualized distribution of $1.90625 and $1.96875, respectively.

4

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, January 24, 2006 at 2:00 p.m. ET to discuss fourth quarter and full year 2005 financial results.

The live conference will be webcast in listen-only mode on the Company’s web site at www.slgreen.com and on Thomson’s StreetEvents Network. The conference may also be accessed by dialing (866) 831-6291 Domestic or (617) 213-8860 International, using pass code 88020953.

A replay of the call will be available through Tuesday, January 31, 2006 by dialing (888) 286-8010 Domestic or (617) 801-6888 International, using pass code 50601422.

Supplemental Information

The Supplemental Package outlining fourth 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 December 31, 2005, the Company owned 28 office properties totaling 18.2 million square feet. SL Green’s retail space ownership totals 168,300 square feet at five properties.  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.

5

SL GREEN REALTY CORP.

STATEMENTS OF OPERATIONS-UNAUDITED

(Amounts in thousands, except per share data)

6

SL GREEN REALTY CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in Thousands)

7

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 7 for a reconciliation of FFO and EBITDA to net income.

8

Exhibit 99.2

SL Green Realty Corp.
Fourth Quarter 2005
Supplemental Data
December 31, 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 December 31, 2005 that will subsequently be released on Form 10-K to be filed on or before March 10, 2006.

2

TABLE OF CONTENTS

3

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.

4

FINANCIAL HIGHLIGHTS

FOURTH QUARTER 2005
UNAUDITED

FINANCIAL RESULTS

Funds From Operations, or FFO, available to common stockholders totaled $46.9 million, or $1.02 per share (diluted) for the fourth quarter ended December 31, 2005, a 7.4% increase over the same quarter in 2004 when FFO totaled $42.6 million, or $0.95 per share (diluted).

Net income available for common stockholders totaled $20.8 million, or $0.48 per share (diluted) for the fourth quarter ended December 31, 2005. Net income available to common stockholders totaled $111.5 million, or $2.64 per share (diluted) in the same quarter in 2004.  This included $2.14 per share relating to gains on asset sales and $0.04 per share relating to discontinued operations in 2004 and none in 2005.

Funds available for distribution, or FAD, for the fourth quarter 2005 increased to $0.67 per share (diluted) versus $0.63 per share (diluted) in the prior year, a 6.4% increase.

The Company’s dividend payout ratio was 58.7% of FFO and 89.0% of FAD before first cycle leasing costs.

CONSOLIDATED RESULTS

Total quarterly revenues increased 21.8% in the fourth quarter to $114.6 million compared to $94.1 million in the prior year.  The $20.5 million growth in revenue resulted primarily from the following items:

•                  $9.3 million increase from 2005 and 2004 acquisitions,

•                  $3.6 million increase from same-store properties,

•                  $5.3 million increase in other revenue, which was primarily due to fees earned from Gramercy ($3.5 million), and

•                  $2.3 million increase in preferred equity and investment income.

The Company’s earnings before interest, taxes, depreciation and amortization, or EBITDA, increased by $7.4 million (12.7%) to $64.9 million.  The following items drove EBITDA improvements:

•                  $5.2 million increase from 2005 and 2004 acquisitions.

•                  $0.6 million decrease from same-store properties.

•                  $2.3 million increase in preferred equity and investment income.  The weighted-average structured finance investment balance for the quarter increased to $400.0 million from $332.9 million in the prior year.  The weighted-average yield for the quarter increased to 10.43% from 10.0% in the prior year.

•                  $1.3 million decrease from the equity in net income from unconsolidated joint ventures primarily due to our investments at 1515 Broadway ($2.1 million), 180 Madison Avenue, which was sold in August 2005 ($0.3 million), and One Madison Avenue-South Building ($0.5 million).  This was partially offset by increases at Gramercy ($2.2 million).

•                  $2.6 million decrease from higher MG&A expense.  This is primarily due to the increase in headcount at Gramercy and SL Green.

5

•                  $4.4 million increase in non-real estate revenues net of expenses, primarily due to fee income from Gramercy ($3.5 million).

FFO before minority interests improved $4.3 million primarily as a result of:

•                  $7.4 million increase in EBITDA,

•                  $2.0 million increase in FFO from unconsolidated joint ventures,

•                  $3.3 million decrease from higher interest expense, and

•                  $1.8 million decrease from discontinued operations and non-real estate depreciation.

SAME-STORE RESULTS

Consolidated Properties

Same-store fourth quarter 2005 GAAP NOI increased $0.1 million (0.4%) to $37.9 million compared to the prior year.  Operating margins after ground rent decreased from 52.9% to 50.2%.

The $0.1 million increase in GAAP NOI was primarily due to:

•                  $2.8 million (4.8%) increase in rental revenue primarily due to improved leasing,

•                  $1.6 million (13.0%) increase in escalation and reimbursement revenue primarily due to electric reimbursements,

•                  $0.8 million (39.1%) decrease in other income, and

•                  $4.2 million (24.2%) increase in operating expenses, primarily driven by increases in utilities and insurance.

Joint Venture Properties

Joint Venture properties fourth quarter 2005 GAAP NOI increased $0.2 million (0.7%) to $21.7 million compared to the prior year.  Operating margins after ground rent decreased from 58.3% to 55.6%.

The $0.2 million increase in GAAP NOI was primarily due to:

•                  $0.5 million (1.5%) increase in rental revenue primarily due to improved leasing,

•                  $1.4 million (21.2%) increase in escalation and reimbursement revenue primarily due to electric reimbursements,

•                  $0.4 million (377.2%) increase in other income,

•                  $0.2 million (3.0%) increase in real estate taxes, and

•                  $1.8 million (21.9%) increase in operating expenses primarily driven by increases in utilities and insurance.

6

STRUCTURED FINANCE ACTIVITY

As of December 31, 2005, our structured finance and preferred equity investments totaled $400.1 million.  The weighted average balance outstanding for the fourth quarter of 2005 was $400.0 million.  During the fourth quarter of 2005, the weighted average yield was 10.43%.

QUARTERLY LEASING HIGHLIGHTS

Vacancy at September 30, 2005 was 719,964 useable square feet net of holdover tenants.  During the quarter, 837,607 additional useable office, retail and storage square feet became available at an average escalated cash rent of $39.70 per rentable square foot.  Space available to lease during the quarter totaled 1,557,571 useable square feet, or 8.6% of the total portfolio.

During the fourth quarter, 55 office leases, including early renewals, were signed totaling 963,807 rentable square feet.  New cash rents averaged $46.89 per rentable square foot.  Replacement rents were 20.26% higher than rents on previously occupied space, which had fully escalated cash rents averaging $38.99 per rentable square foot.  The average lease term was 10.1 years and average tenant concessions were 6.2 months of free rent with a tenant improvement allowance of $39.57 per rentable square foot.

The Company also signed 13 retail and storage leases, including early renewals, for 45,883 rentable square feet.  The average lease term was 6.9 years and the average tenant concessions were 1.6 months of free rent with a tenant improvement allowance of $9.11 per rentable square foot.

REAL ESTATE ACTIVITY

Real estate investment transactions entered into during the fourth quarter totaled approximately $24.2 million and included:

•                  In November 2005, the Company, in a joint venture with Jeff Sutton, acquired a controlling leasehold interest in 1604 Broadway – a retail property located in Manhattan’s Times Square. The joint venture acquired a 90% interest in the 41,100-square-foot Times Square building.  The property is subject to a ground lease that was extended from 2019 to 2036 as part of the transaction. The Company has a 50% interest in the joint venture with Jeff Sutton. The Company has the opportunity to earn incentive fees based upon the financial performance of property.

•                  In December 2005, the Company, in a joint venture with Jeff Sutton, acquired a 90% interest in the leasehold interest at 379 West Broadway, an office/retail property in New York City’s Cast Iron Historic District.  The lease includes an option to acquire the fee interest in 2016.  The five-story, 62,006-square-foot property is fully leased.  The Company has a 50% interest in the joint venture with Jeff Sutton.

7

Investment In Gramercy Capital Corp.

At December 31, 2005, the Company’s investment in Gramercy Capital Corp. (NYSE: GKK) was $96.5 million.  Fees earned from various arrangements between the Company and Gramercy totaled approximately $5.0 million for the quarter ended December 31, 2005, including an incentive fee of $1.2 million earned as a result of Gramercy’s FFO exceeding the 9.5% return on equity performance threshold.  For the year ended December 31, 2005, the Company earned $12.6 million in fees from Gramercy Capital Corp.  The Company’s share of FFO generated from its investment in Gramercy totaled approximately $3.2 million and $9.1 million for the quarter and year ended December 31, 2005, respectively.

The Company’s marketing, general and administrative, or MG&A, expenses includes the consolidation of the expenses of its subsidiary GKK Manager, the entity which manages and advises Gramercy Capital Corp.  There are currently approximately 22 employees of GKK Manager dedicated to the operations of Gramercy compared to five at the time of Gramercy’s IPO.  For the quarter and year ended December 31, 2005, the Company’s MG&A includes approximately $2.2 million and $7.4 million, respectively, of costs associated with GKK Manager.

Financing/ Capital Activity

In November 2005, the Company and SITQ, a subsidiary of the Caisse de depot et placement du Québec, completed a recapitalization of 1515 Broadway.  The joint venture obtained $625 million in financing in the form of a two-year loan bearing interest at LIBOR plus 90 basis points from Lehman Brothers and Wachovia Bank, the existing lenders. The recapitalization allowed SL Green to exceed the performance thresholds established with SITQ, resulting in an increased economic stake in the property from 55% to approximately 68.5%. SL Green used its portion of the refinancing proceeds to repay its unsecured revolving credit facility and for general corporate purposes.

In November 2005, the Company closed on a $205.1 million credit facility with Wells Fargo Bank, NA. This facility, which bears interest at 160 basis points over LIBOR, has a two-year term and two six-month extension options. This facility replaced the acquisition loan of $115.0 million at One Madison-Clock Tower and will be used in part to fund the conversion and development of the Clock Tower. Approximately $113.4 million was drawn at closing.

In December 2005, the Company modified and enhanced the covenants under its $325.0 million term loan to correspond with those under the 2005 unsecured revolving credit facility, which closed in August 2005.

Dividends

On December 2, 2005, the Company declared a dividend of $0.60 per common share for the fourth quarter 2005.  The dividend was payable January 16, 2006 to stockholders of

8

record on the close of business on December 31, 2005.  This distribution reflects the regular quarterly dividend, which is the equivalent of an annualized distribution of $2.40 per common share.

On December 2, 2005, the Company also approved a distribution on it’s Series C preferred stock for the period October 15, 2005 through and including January 14, 2006, of $0.4766 per share, payable January 16, 2006 to stockholders of record on the close of business on December 31, 2005. The distribution reflects the regular quarterly distribution, which is the equivalent of an annualized distribution of $1.90625 per Series C preferred stock.

On December 2, 2005, the Company also approved a distribution on it’s Series D preferred stock for the period October 15, 2005 through and including January 14, 2006, of $0.4922 per share, payable January 16, 2006 to stockholders of record on the close of business on December 31, 2005. The distribution reflects the regular quarterly distribution, which is the equivalent of an annualized distribution of $1.96875 per Series D preferred stock.

Other

For 2006, the consolidated Same-Store Properties will include 750 Third Avenue and 625 Madison Avenue.

9

SL Green Realty Corp.

Key Financial Data

December 31, 2005

(Dollars in Thousands Except Per Share and Sq. Ft.)

10