UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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))

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant hereby amends the following items, financial statements, exhibits or other portions of its Current Report on Form 8-K, dated October 19, 2004 (filed with the Securities and Exchange Commission on October 20, 2004), as set forth in the pages attached hereto.

Item 9.01.               Financial Statements And Exhibits

(a) and (b) Financial Statements Of Property Acquired And Pro Forma Financial Information

(c)           EXHIBITS

99.1. Consent of Weiser LLP

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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.

Date:  December 29, 2004

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SL GREEN REALTY CORP.

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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 assumed 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.

On July 28, 2004, we acquired the property located at 750 Third Avenue and a 30% interest in the property located at 485 Lexington Avenue (collectively the “TIAA Acquisition”).

The unaudited pro forma condensed consolidated balance sheet of SL Green Realty Corp. (the “Company”) as of September 30, 2004 has been prepared as if the Company’s acquisition of the property located at 625 Madison Avenue had been consummated on September 30, 2004. The unaudited pro forma condensed consolidated income statements for the year ended December 31, 2003 and the nine months ended September 30, 2004 are presented as if the Company’s acquisition of the properties located at 625 Madison Avenue, 750 Third Avenue and the 30% interest in 485 Lexington Avenue occurred on January 1, 2003 and the effect was carried forward through the year and the nine month period.

The pro forma condensed consolidated financial statements do not purport to represent what our financial position or results of operations would have been assuming the completion of these acquisitions had occurred on January 1, 2003 and for the period indicated, nor do they purport to project our financial position or results of operations at any future date or for any future period. These pro forma condensed consolidated financial statements should be read in conjunction with our 2003 Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004.

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SL GREEN REALTY CORP.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2004

(UNAUDITED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

The accompanying notes are an integral part of these pro forma financial statements.

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SL GREEN REALTY CORP.

PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004

(UNAUDITED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

The accompanying notes are an integral part of these pro forma financial statements.

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SL GREEN REALTY CORP.

PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED DECEMBER 31, 2003

(UNAUDITED)

(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

The accompanying notes are an integral part of these pro forma financial statements.

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SL GREEN REALTY CORP.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2004

(UNAUDITED AND IN THOUSANDS)

(A)          To reflect the unaudited condensed consolidated balance sheet of SL Green Realty Corp. at September 30, 2004 as reported on the Company’s Quarterly Report on Form 10-Q.

(B)           To reflect the purchase price allocation of the Company’s acquisition of the property located at 625 Madison Avenue as of September 30, 2004 for $231,500.  There was no independent valuation performed on this property. The Company intends to account for the acquisition in accordance with SFAS 141 and 142. We are currently in the process of analyzing the fair value of our in-place leases; and, consequently, no value has yet been assigned to the leases. Therefore, the purchase price allocation is preliminary and subject to change The purchase was funded through the Company’s unsecured revolving credit facility, the assumption of a $102,000 first mortgage and the issuance of units of limited partnership interest valued at $15,500.

NOTES TO PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

NINE MONTHS ENDED SEPTEMBER 30, 2004

(UNAUDITED AND IN THOUSANDS)

(A)          To reflect the consolidated statement of income of SL Green Realty Corp. for the nine month period ended September 30, 2004 as reported on the Company’s Quarterly Report on Form 10-Q.

(B)           To reflect the historical operations of 625 Madison Avenue, 750 Third Avenue and the 30% interest in 485 Lexington Avenue for the nine month period ended September 30, 2004.

(C)           Rental income for 625 Madison Avenue adjusted to reflect straight-line amounts as of January 1, 2003 and for 750 Third Avenue adjusted to reflect the master lease as of January 1, 2003.

(D)          To eliminate revenues and expenses not being assumed.

(E)           To record interest expense for borrowings under the revolving credit facilities ($383,825 at the weighted average interest rate of 2.72%) and the assumed first mortgage ($102,000) at the fixed rate of 6.27%.

(F)           To reflect straight-line depreciation for 625 Madison Avenue and 750 Third Avenue based on an estimated useful life of 40 years.

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(G)           To adjust for SL Green’s 30% equity interest in the net income of the joint venture:

(a)           This represent the historical financial statements of 485 Lexington Avenue.

(b)           Rental income from 485 Lexington was increased to reflect pro forma straight line amounts as of January 1, 2003 ($8,636) and the historic straight line amount ($1,167) was deducted.

(c)           To eliminate all revenue and expenses not being assumed.

(d)           To reflect interest expense on $175,585 of new property level mortgage debt ($2,759) at a weighted average annual rate of 3.14%.

(e)           To reflect straight line depreciation of $4,500 per annum for 485 Lexington based on an estimated useful life of 40 years and a purchase price of $225,000.

(f)            To reflect the Company’s 30% equity interest in the pro forma net income of 485 Lexington.

(H)          To reflect the minority shareholders interest of 6.19% in the operating partnership.

(I)            Basic income per common share is calculated based on 38,670 weighted average common shares outstanding and diluted income per common share is calculated based on 42,872 weighted average common shares and common share equivalents outstanding.

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YEAR ENDED DECEMBER 31, 2003

NOTES TO PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

(UNAUDITED AND IN THOUSANDS)

(A)          To reflect the consolidated statement of income of SL Green Realty Corp. for the year ended December 31, 2003 as reported on the Company’s Annual Report on Form 10-K.

(B)           To reflect the historical operations of 625 Madison Avenue, 750 Third Avenue and the 30% interest in 485 Lexington Avenue for the year ended December 31, 2003.

(C)           Rental income for 625 Madison Avenue adjusted to reflect straight-line amounts as of January 1, 2003 and for 750 Third Avenue adjusted to reflect the master lease as of January 1, 2003.

(D)          To eliminate revenues and expenses not being assumed.

(E)           To record interest expense for borrowings under the revolving credit facilities ($383,825 at the weighted average interest rate of 2.60%) and the assumed first mortgage ($102,000) at the fixed rate of 6.27%.

(F)           To reflect straight-line depreciation for 625 Madison Avenue and 750 Third Avenue based on an estimated useful life of 40 years.

(G)           To adjust for SL Green’s 30% equity interest in the net income of the joint venture:

(a)           This represent the historical financial statements of 485 Lexington Avenue.

(b)           Rental income from 485 Lexington was increased to reflect the master lease on a pro forma straight line basis as of January 1, 2003 ($17,272) and the historic rental revenue ($2,299) was deducted.

(c)           To eliminate all revenues and expenses not being assumed.

(d)           To reflect interest expense on $175,585 of new property level mortgage debt ($5,624) at a weighted average annual rate of 3.20%.

(e)           To reflect straight line depreciation of $4,500 per annum for 485 Lexington based on an estimated useful life of 40 years and a purchase price of $225,000.

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(f)            To reflect the Company’s 30% equity interest in the pro forma net income of 485 Lexington.

(H)          To reflect the minority shareholders interest of 7.49% in the operating partnership.

(I)            Basic income per common share is calculated based on 32,265 weighted average common shares outstanding and diluted income per common share is calculated based on 39,277 weighted average common shares and common share equivalents outstanding. The preferred shares outstanding were anti-dilutive during this period.

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INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and

Stockholders of

SL Green Realty Corp.

We have audited the accompanying statement of revenues and certain expenses of 625 Madison Avenue Associates, L.P. for the year ended December 31, 2003.  The financial statement is the responsibility of the Partnership’s management.  Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenues and certain expenses is free from material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues and certain expenses.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenues and certain expenses was prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the Securities and Exchange Commission for inclusion in Form 8-K of SL Green Realty Corp. and is not intended to be a complete presentation of the Partnership’s revenues and expenses.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the revenues and certain expenses of 625 Madison Avenue Associates, L.P. described in Note 1 in conformity with U.S. generally accepted accounting principles.

New York, New York

December 14, 2004

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625 MADISON AVENUE ASSOCIATES, L.P.

(A Limited Partnership)

STATEMENTS OF REVENUES AND CERTAIN EXPENSES

See notes to statements of revenues and certain expenses.

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625 MADISON AVENUE ASSOCIATES, L.P.

(A Limited Partnership)

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES

DECEMBER 31, 2003

1. Basis of Presentation

Presented herein is the statement of revenues and certain expenses related to the operation of an office building located at 625 Madison Avenue (the “Property”) in Manhattan, New York.  On October 19, 2004, SL Green Realty Corp. acquired the Property.

The accompanying financial statements have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission for the acquisition of real estate properties.  Accordingly, the financial statements exclude interest income and certain expenses that may not be comparable to those expected to be incurred by the Company in the proposed future operations of the aforementioned property.  Items excluded consist of mortgage prepayment penalties, mortgage transfer fee, depreciation and general and administrative expenses not directly related to the future operations.

2. Use of Estimates

The preparation of the statement of revenues and certain expenses in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the statement of revenue and certain expenses and accompanying notes.  Actual results could differ from those estimates.

3. Revenue Recognition

The Property is being leased to tenants under operating leases.  Minimum rental income is generally recognized on a straight-line basis over the term of the lease.  The excess of amounts so recognized over amounts due pursuant to the underlying leases amounted to $895,016 (unaudited) for the nine months ended September 30, 2004 and $1,339,361 for the year ended December 31, 2003.

4. Future Minimum Rents Schedule

Future minimum lease payments to be received by the Partnership as of December 31, 2003 under non-cancelable operating leases are as follows:

The lease agreements generally contain provisions for reimbursement of real estate taxes and operating expenses over base year amounts, as well as fixed increases in rent.

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5. Mortgage payable

The Partnership borrowed $55,000,000 under the terms of a Consolidation, Modification and Extension Agreement (“the “Agreement”).  Between 1987 and 1992, the Partnership amended, modified and extended the Agreement and borrowed an additional $51,000,000.  The modified loan agreement was set to mature on December 10, 2004 and bore interest at 10% per annum.  Monthly payments of principal and interest aggregating $994,541 were required until December 10, 2004, at which time the remaining balance of $76,616,951, representing principal and accrued interest, would have been due.

On October 10, 2003, the Partnership refinanced the loan by entering into a new loan agreement in the amount of $102,000,000 with New York State Teachers’ Retirement System (“NYSTRS”).  The loan bears interest at 6.27% per annum.  The Partnership is required to make monthly interest only payments totaling $532,950 for the period from November 10, 2003 through and including November 10, 2006.  Thereafter, monthly payments of principal and interest totaling $698,786 are required for the period from December 10, 2006 through and including October 10, 2015.  The loan matures on November 1, 2015, at which time the balance of principal and any accrued interest is due.  The mortgage is collateralized by the Partnership’s interest in the leasehold.

Interest expense incurred on the mortgage loans for the year ended December 31, 2003 amount to $7,980,146. The Partnership incurred a prepayment penalty on the original loan in the amount of $8,023,688.

The principal payments required in each of the five succeeding years, and in the aggregate, thereafter are:

NYSTRS, in accordance with the terms of an estoppel certificate can make an additional loan to the Partnership in the amount of $13,000,000, which may be evidenced by a separate and non-consolidated mortgage.