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):

October 19, 2004

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 99.3) 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 October 19, 2004 announcing the Company’s results for the third quarter ended September 30, 2004, 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 99.3  to this Current Report on Form 8-K.

Item 7.01.              Regulation FD Disclosure

The information being furnished pursuant to this “ Item 9.01 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 October 19, 2004, the Company acquired 625 Madison Avenue for $231.5 million, or approximately $415 per square foot. The approximately 558,000 square feet, 17-story building contains 53,000 square feet of retail space and is 68% occupied. The property was acquired with cash and the issuance of approximately 300,000 common units in SL Green Operating Partnership, L.P., valued at $50.50 per unit. The building is also encumbered by a $102 million mortgage loan held by the New York State Teacher’s Retirement System that SL Green will assume upon closing. The mortgage has a fixed annual interest rate of 6.27% and will mature in November 2015. The property being acquired is subject to a ground lease expiring on June 30, 2054, after exercise of all options.

Item 9.01.              Financial Statements and Exhibits

(c)           Exhibits

99.1         Press Release regarding third quarter earnings

99.2         Press Release regarding acquisition of 625 Madison Avenue

99.3         Supplemental package

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NON-GAAP Supplemental Financial Measures

Funds from Operations (FFO)

FFO is a widely recognized measure of REIT performance.  Although FFO is a non-GAAP financial measure, the Company believes that information regarding FFO is helpful to shareholders and potential investors.  The Company computes FFO in accordance with standards established by the National Association of Real Estate Investment Trusts (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 the Company.  The revised White Paper on FFO approved by the Board of Governors of NAREIT in October 1999 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 believe that FFO is helpful to investors as a measure of the performance of an equity REIT because, along with cash flow from operating activities, financing activities and investing activities, it provides investors with an indication of our ability to incur and service debt, to make capital expenditures and to fund other cash needs.  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

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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, 2003, 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

420 Lexington Avenue, New York City, NY 10170

CONTACT

Gregory F. Hughes

Chief Financial Officer

(212) 594-2700

or

Michelle LeRoy

VP Investor Relations

(212) 594-2700

FOR IMMEDIATE RELEASE

SL GREEN REALTY CORP. REPORTS
THIRD QUARTER FFO OF $0.94 PER SHARE

Release Highlights

•                  FFO for the quarter increased 8% to $0.94 per share (diluted) versus $0.87 per share (diluted) for the same quarter in 2003

•                  Acquired 750 Third Avenue and 485 Lexington Avenue for $480 million, or $282 per square foot

•                  Signed agreements to sell 1466 Broadway for $160 million, or $537 per square foot, and 17 Battery Place North for $70 million, or $170 per square foot

•                  Acquired 625 Madison Avenue for $231.5 million, or $415 per square foot

•                  Issued 1.35 million shares of common stock at $48.50 per share raising gross proceeds net of discount of $65.2 million and 1.55 million shares of 7.875% Series D preferred stock raising net proceeds of approximately $37.3 million

•                  Increased term loan by $125 million while reducing the overall cost of borrowing under this facility and the secured and unsecured credit facilities by 25 to 35 basis points

•                  Refinanced 1250 Broadway with a $115 million mortgage generating $16.7 million of proceeds to the Company

•                  Signed 91 office leases totaling approximately 522,000 rentable square feet

•                  Invested approximately $47 million in Gramercy Capital Corp. (NYSE: GKK), which completed its initial public offering and sold 12.5 million shares at $15 per share raising gross proceeds of $187.5 million.

•                  Originated $80 million in structured finance investments

•                  Ended the quarter at 95.9% occupancy

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Financial Results

New York, NY, October 19, 2004 – SL Green Realty Corp. (NYSE:SLG) reported funds from operations before minority interests (FFO) totaling $40.7 million, or $0.94 per share (diluted), for the three months ended September 30, 2004, compared to $33.9 million, or $0.87 per share (diluted), for the same quarter in 2003.

For the nine months ended September 30, 2004, operating results improved 9% per share as FFO before minority interests totaled $119.8 million, or $2.81 per share (diluted), compared to $100.3 million, or $2.59 per share (diluted), for the same period in 2003.  The increase is primarily attributable to 2003 and 2004 acquisitions and increased investment income.

Net income available to common shareholders for the three months ended September 30, 2004 totaled $20.3 million, or $0.49 per share (diluted), compared to the same quarter in 2003 when net income totaled $19.4 million, or $0.59 per share (diluted).  The three months ended September 30, 2003 included a gain on sale of 1370 Broadway totaling $3.7 million ($0.10 per share).

Net income available to common shareholders for the nine months ended September 30, 2004 totaled $81.6 million, or $2.03 per share (diluted) compared to the same period in 2003 when net income totaled $68.9 million, or $2.09 per share (diluted).  Depreciation expense increased primarily as of result of new acquisitions.

The Company’s third quarter weighted average diluted shares outstanding increased 4.1 million, or 10.5%, to 43.3 million in 2004 from 39.2 million in 2003.  The increase was primarily attributable to (i) the 1.8 million common stock offering completed in January 2004, (ii) the 1.35 million common stock offering completed in August 2004, and (iii) the effects of stock and option-based compensation.

Consolidated Results

Total quarterly revenues increased 15% in the third quarter of 2004 to $87.3 million compared to $75.9 million in the same quarter of 2003.  The $11.4 million growth in revenue resulted primarily from the following items:

•                  $5.9 million increase from 2003 and 2004 acquisitions

•                  $4.4 million increase in preferred and investment income

•                  $1.8 million increase from same store properties including $0.5 relating to assets held for sale reflected in discontinued operations

•                  $0.2 million decrease in other revenue which was partially offset by an increase in other income, primarily due to lease buy-out income

The Company’s EBITDA increased by $13.6 million in the third quarter to $53.6 million, compared to $40.0 million in the same quarter in 2003.  The following items drove the EBITDA increase:

•                  $7.6 million increase in income from unconsolidated joint ventures

•                  $4.3 million increase from 2003 and 2004 acquisitions

•                  $1.4 million increase from same-store properties including $0.6 million relating to assets held for sale reflected in discontinued operations

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•                  $4.4 million increase in preferred and investment income

•                  $2.6 million decrease from higher MG&A expense

•                  $0.9 million decrease in non-real estate revenues net of expenses

FFO before minority interests increased $6.7 million primarily as a result of:

•                  $13.6 million increase in EBITDA

•                  $2.4 million increase in FFO related to the joint venture depreciation, primarily 1221 Avenue of the Americas

•                  $0.3 million decrease in FFO from other adjustments

•                  $4.8 million decrease from perpetual preferred stock dividends

•                  $4.7 million decrease from higher interest expense

•                  $0.5 million increase from discontinued operations

The $4.7 million increase in interest expense was primarily associated with additional debt used to fund new investment activity ($5.2 million) and higher interest costs associated with property-level refinancings ($1.6 million) which were partially offset by reduced loan balances due to previous disposition activity ($1.5 million) and proceeds from the Company’s common and preferred stock offerings and other ($0.6 million).

Same-Store Results

For the third quarter of 2004, same-store GAAP NOI increased by $2.1 million (7%) to $30.8 million, as compared to $28.7 million for the same quarter in 2003.  The increase in same-store GAAP NOI was primarily due to:

•                  $1.2 million (3%) increase in rental revenue primarily due to improved leasing at 555 West 57^th Street and 1372 Broadway

•                  $0.5 million (5%) increase in escalation and reimbursement revenue primarily due to real estate tax and utility reimbursements

•                  $0.9 million (9%) increase in other income primarily due to lease buy-out income

•                  $0.6 million (6%) increase in real estate taxes

•                  $0.1 million (3%) decrease in ground rent. Operating expenses were flat.

Structured Finance Activity

As of September 30, 2004, the par value of our structured finance and preferred equity investments totaled $325.8 million.  The weighted average balance outstanding for the third quarter of 2004 was $302.1 million.  During the third quarter of 2004, the weighted average yield was 10.2%.

During the third quarter 2004, the Company originated $80.0 million of structured finance investments with an initial yield of approximately 11.1%.  The Company also received redemptions totaling $19 million that were yielding 13.5%.

Leasing Activity

For the third quarter of 2004, the Company signed 98 leases totaling approximately 573,000 rentable square feet of which 91 leases and approximately 522,000 square feet represent office leases.  Starting office cash rents averaged $31.48 per square foot, a 0.3% increase over

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previously fully escalated cash rents averaging $31.38 per square foot.  Tenant concessions averaged 3.5 months of free rent with an allowance for tenant improvements of $25.06 per rentable square foot.

For the nine months ended September 30, 2004, the Company signed 242 leases totaling approximately 1,208,000 rentable square feet of which 220 leases and 1,115,000 square feet represent office leases.  Starting office cash rents averaged $31.66 per square foot, a slight increase over previously fully escalated cash rents averaging $31.60 per square foot.  Tenant concessions averaged 2.0 months of free rent with an allowance for tenant improvements of $20.42 per rentable square foot.  This leasing activity includes early renewals for 36 office leases totaling approximately 240,000 rentable square feet.

Real Estate Activity

750 Third Avenue and 485 Lexington Avenue

In July 2004, we acquired two office buildings, comprising 1.7 million square feet, located at 750 Third Avenue (“750 Third”) and 485 Lexington Avenue (“485 Lexington”) for $480.0 million, or $282 per square foot.  The properties were acquired from TIAA-CREF, a national financial services company.  The properties were acquired separately by two SL Green-controlled entities.

750 Third was purchased by us as a wholly-owned asset for $255.0 million.  The acquisition was initially funded by proceeds from our unsecured revolving credit facility.

485 Lexington was acquired in a joint venture with The City Investment Fund and The Witkoff Group.  We own approximately 30.0% of the equity interests in the property.  SL Green’s interest may increase based on incentive performance.  The allocated price for 485 Lexington was $225.0 million.  The joint venture entered into a $240.0 million credit facility to finance the acquisition and redevelopment of 485 Lexington Avenue.  The loan, which will bear interest at 200 basis points over the 30-day LIBOR, is for three years and has two one-year extension options.  At closing, the joint venture drew approximately $175.0 million to fund the acquisition.

1466 Broadway

The Company entered into an agreement to sell 1466 Broadway, also known as 6 Times Square, to Sitt Asset Management and Steven J. Sutton. The transaction, which is subject to customary closing conditions, is expected to close during November 2004. The purchase price is $160.0 million, or approximately $537 per square foot. Proceeds from the sale will be used to pay down corporate debt and to fund future acquisitions.  Substantially all of the taxable gain on sale will be deferred through a reverse-1031 exchange with 750 Third Avenue.

17 Battery Place North

The Company entered into an agreement to sell 17 Battery Place North to an affiliate of the Moinian Group. The transaction, which is subject to customary closing conditions, is expected to close during the fourth quarter of 2004. The purchase price is $70.0 million, or approximately $170 per square foot. Substantially all of the taxable gain on sale will be deferred through a reverse-1031 exchange with 750 Third Avenue.

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625 Madison Avenue

On October 19, 2004, the Company acquired 625 Madison Avenue for $231.5 million, or approximately $415 per square foot. The approximately 558,000 square feet, 17-story building contains 53,000 square feet of retail space and is 68% occupied. The property was acquired with cash and the issuance of approximately 300,000 common units in SL Green Operating Partnership, L.P., valued at $50.50 per unit. The building is also encumbered by a $102 million mortgage loan held by the New York State Teacher’s Retirement System that SL Green will assume upon closing. The mortgage has a fixed annual interest rate of 6.27% and will mature in November 2015. The property being acquired is subject to a ground lease expiring on June 30, 2054, after exercise of all options.

Financing/ Capital Activity

Common Stock Offering

In August 2004, the Company priced a public offering of 1,350,000 shares of our common stock at $48.50 per share.  Gross proceeds from this offering, net of discount, (approximately $65.2 million) were used to repay amounts outstanding under our unsecured revolving credit facility.

Series D Perpetual Preferred Stock

In July 2004, we issued an additional 1.55 million shares of our Series D preferred stock.  We received net proceeds of approximately $37.3 million.  The gross proceeds from the total Series D offerings were $100.0 million.

Corporate Debt Obligations

In August 2004, we modified three separate corporate debt obligations, increasing capacity from $625 million to $750 million and lowering the overall cost of borrowing under the facilities by 25 to 35 basis points.

Our $200 million term loan was increased by $125 million to $325 million. In addition to certain covenant modifications, the agreement reduced borrowing spreads to between 1.10% and 1.40% over LIBOR, depending on our overall leverage ratio.  The maturity date was extended to August 2009. $325 million is currently outstanding under the term loan. To limit exposure to the variable LIBOR rate, we entered into a step swap agreement on the new term loan borrowings. The swap agreement includes an initial 12-month all-in rate of approximately 4.11% and a blended all-in rate of approximately 5.05% with a final maturity date in August 2009.

In two other separate agreements executed in September 2004, borrowing spreads on the $300 million unsecured revolving credit facility and $125 million secured revolving credit facility were reduced to between 1.05% and 1.35% over LIBOR, depending on our overall leverage ratio. $45 million and $125 million are currently outstanding under the unsecured and secured revolving credit facilities, respectively.

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Conference Call

The Company will host a conference call and audio web cast on Wednesday, October 20, 2004 at 2 pm ET to discuss the financial results. The conference call can be accessed by dialing (800) 289-0494 Domestic or (913) 981-5520 International. A replay of the call will be available through October 27, 2004 by dialing (888) 203-1112 or (719) 457-0820 and using confirmation code 945906. The call will be simultaneously broadcast via the Internet and individuals who wish to access the conference call should go to www.slgreen.com to log onto the call or to listen to a replay following the call.

Non-GAAP Financial Measures

During the October 20, 2004 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 seven and nine of this release and in our third quarter supplemental data package.

* Financial Tables attached

To receive the Company’s latest news releases and other corporate documents, including third quarter supplemental data please contact Investor Relations at 212-216-1601.  All releases and supplemental data can also be downloaded directly from the SL Green website at: www.slgreen.com.

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

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Exhibit 99.2

FOR IMMEDIATE RELEASE

CONTACT

Marc Holliday

Chief Executive Officer

(212) 594-2700

or

Michelle LeRoy

Investor Relations

(212) 594-2700

SL GREEN ACQUIRING 100% LEASEHOLD INTEREST IN

625 MADISON AVENUE, NEW YORK

MANHATTAN REIT UNCOVERS OPPORTUNITY ALONG NEW YORK’S “GOLDEN MILE”

New York, NY – October 19, 2004 — Continuing to expand its significant market share in New York City’s Midtown Manhattan market, SL Green Realty Corp. (NYSE: SLG) announced today it is acquiring the long-term leasehold interest in 625 Madison Avenue for $231.5 million, or approximately $415 per square foot. Formerly known as the Revlon Building, the acquisition of this premier office and retail property is a strategic addition for SL Green in the prominent Plaza submarket.

The approximately 558,000 square feet, 17-story building is located in the highly-desirable Plaza office district and is directly across Madison Avenue from the General Motors building. The building is home to well-known tenants such as Polo Ralph Lauren, Wachovia Corporation and the Neiman Marcus Group. Currently, the building is only 68% leased due to the recent departure of Revlon in late 2003, which left 172,000 square feet of office space vacant. With an improving office rental market and limited availability in Midtown Manhattan for premier office space, the Company is confident in its ability to lease up existing vacancy and to bring the building to full occupancy, according to Marc Holliday, Chief Executive Officer of SL Green.

The property also contains approximately 53,000 square feet of retail space, currently 100% occupied by top retail companies such as Swarovski, Wolford Boutiques, Baccarat and Pierre Deux. Nearly 50% of the retail space, which is currently about 18% below market, will be renewed or re-tenanted at market rents over the next five years, resulting in a substantial increase to cash returns. 625 Madison is located between 58th and 59th Streets along New York’s prestigious stretch of Madison Avenue, commonly referred to as the “Golden Mile”. This area is known for commanding top retail rents ranging from $600 - $1,000 per square foot.

Mr. Holliday said, “The acquisition of 625 Madison is an important transaction for SL Green, as it further signifies our focus on building a premier and quality portfolio in midtown Manhattan with strategic entry into the Plaza district. This transaction is in alignment with the improving Manhattan office market in that we will have the opportunity to create immediate value by leasing current and near-term vacancies at rising office and retail rents. With vacancies at a 21-month low, continued positive net absorption and limited new supply in the Midtown pipeline, we’re confident in our abilities to bring the building to full occupancy.”

The property is being acquired with borrowings under the credit facility, approximately 300,000 units of limited partnership interest in SL Green Operating Partnership, L.P. having an aggregate value of approximately $15.5 million, and the assumption of a $102 million mortgage loan held by the New York State Teacher’s Retirement System. The mortgage has a fixed annual interest rate of 6.27% and will mature in November 2015. The property is subject to a ground lease with a final expiration date of June 30, 2054.

Jonathan R. Serko and Yoron Cohen of Cushman and Wakefield were the sole advisors on the sale of 625 Madison Avenue.

Including 625 Madison, SL Green’s portfolio today consists of interests in 30 properties, aggregating 17.7 million square feet.

SL Green Realty Corp. is a self-administered and self-managed real estate investment trust (“REIT”) that acquires, owns, repositions and manages a portfolio of commercial office properties in Manhattan. SL Green is the only publicly traded REIT, which exclusively specializes in this niche.

# # #

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, many of 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.

To receive SL Green’s latest news release and other corporate documents, please contact Investor Relations at 212-594-2700. All releases and supplemental data can also be downloaded directly from the SL Green website at www.slgreen.com.

Exhibit 99.3

SL Green Realty Corp.

Third Quarter 2004

Supplemental Data

September 30, 2004

SL Green Realty Corp. is a fully integrated, self-administered and self-managed Real Estate Investment Trust (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 Gregory F. Hughes at greg.hughes@slgreen.com or at 212-594-2700.

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 September 30, 2004 that will subsequently be released on Form 10-Q to be filed on or before November 10, 2004.

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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.  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 (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 HIGHLIGHTS

THIRD QUARTER 2004

UNAUDITED

FINANCIAL RESULTS

Funds From Operations before minority interests (FFO), for the third quarter 2004 totaled $40.7 million, or $0.94 per share (diluted), a 8% increase compared to the same quarter in 2003 when FFO totaled $33.9 million, or $0.87 per share (diluted).

Net income available to common shareholders for the third quarter 2004 totaled $20.3 million, or $0.49 per share (diluted), compared to the same quarter in 2003 when net income totaled $19.4 million, or $0.59 per share (diluted).  The three months ended September 30, 2003 included a gain on sale of 1370 Broadway totaling $3.7 million ($0.10 per share).

Funds available for distribution (FAD) for the third quarter 2004 decreased to $0.57 share per share (diluted) versus $0.68 per share (diluted) in the prior year, a 17% decrease.  The decrease was primarily due to the $0.12 per share increase in free and straight line rent tenant improvements and leasing commissions at the unconsolidated joint venture properties.

The Company’s dividend payout ratio was 53% of FFO and 89% of FAD before first cycle leasing costs.

CONSOLIDATED RESULTS

Total quarterly revenues increased 15% in the third quarter to $87.3 million compared to $75.9 million last year.  The $11.4 million growth in revenue resulted primarily from the following items:

•                  $5.9 million increase from 2003 and 2004 acquisitions

•                  $4.4 million increase in preferred and investment income

•                  $1.8 million increase from same-store properties including $0.5 relating to assets held for sale reflected in discontinued operations

•                  $0.2 million decrease in other revenue which was partially offset by an increase in other income, primarily due to lease buy-out income

The Company’s EBITDA increased by $13.6 million to $53.6 million; margins before ground rent increased to 77.5% compared to 63.8% for the same period last year.  The following items drove EBITDA improvements:

(1)   $7.6 million increase from the equity in income from unconsolidated joint ventures primarily due to the December 2003 acquisition of 1221 Avenue of the Americas ($7.0 million).

(2)   $4.3 million increase from 2003 and 2004 acquisitions

(3)   $1.4 million increase from same-store properties including $0.6 million relating to assets held for sale reflected in discontinued operations.

(4)   $4.4 million increase in investment and preferred income primarily due to the recognition of accelerated origination and

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exit fees related to the early redemption of several mortgage investments, and an increase in the weighted-average asset balance from $194.7 million to $302.1 million.  The weighted-average yield decreased from 12.45% to 10.2%.

(5)   $2.6 million decrease from higher MG&A expense.

(6)   $0.9 million decrease in non- real estate revenues net of expenses.

FFO before minority interests improved $6.7 million primarily as a result of:

•                  $13.6 million increase in EBITDA

•                  $2.4 million increase in FFO from unconsolidated joint ventures primarily due to increased depreciation expense from 1221 Avenue of the Americas

•                  $0.3 million decrease in FFO from other adjustments

•                  $4.8 million decrease from perpetual preferred stock dividends

•                  $4.7 million decrease from higher interest expense

•                  $0.5 million increase from discontinued operations

The $4.7 million increase in interest expense was primarily associated with additional debt used to fund new investment activity ($5.2 million) and higher interest costs associated with property-level refinancings ($1.6 million) which were partially offset by reduced loan balances due to previous disposition activity ($1.5 million) and proceeds from the Company’s common and preferred stock offerings and other ($0.6 million).

SAME-STORE RESULTS

Same-store third quarter GAAP NOI increased $2.1 million (7%) to $30.8 million in 2004.  Operating margins after ground rent were essentially flat increasing 1.1% to 50.7%.

The $2.1 million increase in GAAP NOI was primarily due to:

•                  $1.2 million (3%) increase in rental revenue primarily due to improved leasing at 555 West 57^th Street and 1372 Broadway

•                  $0.5 million (5%) increase in escalation and reimbursement revenue primarily due to real estate tax and utility reimbursements

•                  $0.9 million (9%) increase in other income primarily due to lease buy-out income

•                  $0.6 million (6%) increase in real estate taxes

•                  $0.1 million (3%) decrease in ground rent. Operating expenses were flat.

Structured Finance Activity

As of September 30, 2004, the par value of our structured finance and preferred equity investments totaled $325.8 million.  The weighted average balance outstanding for the third quarter of

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2004 was $302.1 million.  During the third quarter of 2004, the weighted average yield was 10.2%.

During the third quarter 2004, the Company originated $80.0 million of structured finance investments with an initial yield of approximately 11.1%.  The Company also received redemptions totaling $19 million that were yielding 13.5%.

QUARTERLY LEASING HIGHLIGHTS

Vacancy at September 30, 2004 was 554,940 usable square feet net of holdover tenants.  During the quarter, 620,145 additional usable office, retail and storage square feet became available at an average escalated cash rent of $31.60 per rentable square foot.  Space available before holdovers to lease during the quarter totaled 1,175,085 usable square feet, or 6.9% of the total portfolio.

During the third quarter, 79 leases were signed totaling 383,046 usable square feet.  New cash rents averaged $34.91 per rentable square foot.  Replacement rents were 28% higher than rents on previously occupied space, which had fully escalated cash rents averaging $27.36 per rentable square foot.  The average lease term was 9.6 years and average tenant concessions were 4.9 months of free rent with a tenant improvement allowance of $25.96 per rentable square foot.  Including early renewals and excluding holdover tenants, the tenant renewal rate was 31% based on square feet expiring.  36 leases have expired comprising 83,095 usable square feet that are in a holdover status.  This results in 708,944 usable square feet (net of holdovers) remaining available as of September 30, 2004.

The Company signed 19 office leases for 119,695 square feet that were for early renewals.  The early renewals for space were not scheduled to become available until after the fourth quarter of 2004.  The Company renewed the current office tenants at an average cash rent of $35.55 per rentable square foot, representing an increase of 2.5% above the previously fully escalated rents of $34.68.  The average lease term extension on the office early renewals was 8.3 years with a tenant improvement allowance of $15.70 per rentable square foot and 0.9 months of free rent.

REAL ESTATE ACTIVITY

750 Third Avenue and 485 Lexington Avenue

In July 2004, we acquired two office buildings, comprising 1.7 million square feet, located at 750 Third Avenue (“750 Third”) and 485 Lexington Avenue (“485 Lexington”) for $480.0 million, or $282 per square foot.  The properties were acquired from TIAA-CREF, a national financial services company.  The properties were acquired separately by two SL Green-controlled entities.

750 Third was purchased by us as a wholly-owned asset for $255.0 million.  The acquisition was initially funded by proceeds from our unsecured revolving credit facility.

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485 Lexington was acquired in a joint venture with The City Investment Fund and The Witkoff Group.  We own approximately 30.0% of the equity interests in the property.  SL Green’s interest may increase based on incentive performance.  The allocated price for 485 Lexington was $225.0 million.  The joint venture entered into a $240.0 million credit facility to finance the acquisition and redevelopment of 485 Lexington Avenue.  The loan, which will bear interest at 200 basis points over the 30-day LIBOR, is for three years and has two one-year extension options.  At closing, the joint venture drew approximately $175.0 million to fund the acquisition.

1466 Broadway

The Company entered into an agreement to sell 1466 Broadway, also known as 6 Times Square, to Sitt Asset Management and Steven J. Sutton. The transaction, which is subject to customary closing conditions, is expected to close during November 2004. The purchase price is $160.0 million, or approximately $537 per square foot. Proceeds from the sale will be used to pay down corporate debt and to fund future acquisitions.  Substantially all of the taxable gain on sale will be deferred through a reverse-1031 exchange with 750 Third Avenue.

17 Battery Place North

The Company entered into an agreement to sell 17 Battery Place North to an affiliate of the Moinian Group. The transaction, which is subject to customary closing conditions, is expected to close during the fourth quarter of 2004. The purchase price is $70.0 million, or approximately $170 per square foot. Substantially all of the taxable gain on sale will be deferred through a reverse-1031 exchange with 750 Third Avenue.

625 Madison Avenue

Subsequent to September 30, 2004, the Company acquired 625 Madison Avenue for $231.5 million, or approximately $415 per square foot. The approximately 558,000 square feet, 17-story building contains 53,000 square feet of retail space and is 68% occupied. The property was acquired with cash and the issuance of approximately 300,000 common units in SL Green Operating Partnership, L.P., valued at $50.50 per unit. The building is also encumbered by a $102 million mortgage loan held by the New York State Teacher’s Retirement System that SL Green will assume upon closing. The mortgage has a fixed annual interest rate of 6.27% and will mature in November 2015. The property being acquired is subject to a ground lease expiring on June 30, 2054, after exercise of all options.

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Financing/ Capital Activity

Common Stock Offering

In August 2004, the Company priced a public offering of 1,350,000 shares of our common stock at $48.50 per share.  Gross proceeds from this offering (approximately $65.2 million) were used to repay amounts outstanding under our unsecured revolving credit facility.

Series D Perpetual Preferred Stock

In July 2004, we issued an additional 1.55 million shares of our Series D preferred stock.  We received net proceeds of approximately $37.3 million.  The gross proceeds from the Series D offerings were $100.0 million.

Corporate Debt Obligations

In August 2004, we modified three separate corporate debt obligations, increasing capacity from $625 million to $750 million and lowering the overall cost of borrowing under the facilities by 25 to 35 basis points.

Our $200 million term loan was increased by $125 million to $325 million. In addition to certain covenant modifications, the agreement reduced borrowing spreads to between 1.10% and 1.40% over LIBOR, depending on our overall leverage ratio.  The maturity date was extended to August 2009. $325 million is currently outstanding under the term loan. To limit exposure to the variable LIBOR rate, we entered into a step swap agreement on the new term loan borrowings. The swap agreement includes an initial 12-month all-in rate of approximately 4.11% and a blended all-in rate of approximately 5.05% with a final maturity date in August 2009.

In two other separate agreements executed in September 2004, borrowing spreads on the $300 million unsecured revolving credit facility and $125 million secured revolving credit facility were reduced to between 1.05% and 1.35% over LIBOR, depending on our overall leverage ratio. $45 million and $125 million are currently outstanding under the unsecured and secured revolving credit facilities, respectively.

Other

Dividends

On September 15, 2004, the Company declared a dividend distribution of $0.50 per common share for the third quarter 2004.  This distribution reflects the regular quarterly dividend, which is the equivalent of an annualized distribution of $2.00 per common share.

On September 15, 2004, the Company also declared a dividend on it’s Series C preferred stock for the period July 15, 2004 through and including October 14, 2004, of $0.4766 per share, payable October 15, 2004 to shareholders of record on the close of business on September 30, 2004. The distribution reflects the regular quarterly dividend, which is the equivalent of an annualized distribution of $1.90625 per Series C preferred stock.

On September 15, 2004, the Company also declared a dividend on it’s Series D preferred stock for the period July 15, 2004 through and including October 14, 2004, of $0.4922 per share, payable October 15, 2004 to shareholders of record on the close

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of business on September 30, 2004. The distribution reflects the regular quarterly dividend, which is the equivalent of an annualized distribution of $1.96875 per Series D preferred stock.

Consolidation of Affiliate

In connection with recently enacted accounting pronouncements (FIN 46) the Company has consolidated the results of its previously unconsolidated affiliate.  The consolidation is effective July 1, 2003 and is not retroactive for the three and six months ended December 31, 2003.  The consolidated affiliate revenue totaled $2.0 million and consolidated expenses totaled $1.8 for the three months ended September 30, 2004.

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OTHER

Annually, the Company adjusts the same-store pool to include all properties owned for a minimum of twenty-one months (since January 1, 2003).  The 2004 same-store pool will include the following wholly owned properties:

2004 SAME-STORE

The 2004 same-store pool for the fourth quarter will be adjusted to remove 1466 Broadway and 17 Battery Place North as they are under contract of sale.  The sales, which are subject to normal closing conditions, are expected to close during the fourth quarter.

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SL Green Realty Corp.

Key Financial Data

September 30, 2004

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

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