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 25, 2005

SL GREEN REALTY CORP.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MARYLAND

(STATE OF INCORPORATION)

(212) 594-2700

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.              Results of Operations and Financial Condition

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

Following the issuance of a press release on January 24, 2005 announcing the Company’s results for the fourth quarter ended December 31, 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 99.2  to this Current Report on Form 8-K.

Item 7.01.              Regulation FD Disclosure

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

Item 9.01.              Financial Statements and Exhibits

(c)           Exhibits

99.1                           Press Release regarding fourth quarter earnings

99.2                           Supplemental package

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.

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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, 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.

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Debt to Market Capitalization Ratio

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

Coverage Ratios

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

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT
Gregory Hughes
Chief Financial Officer
(212) 594-2700
or
Michelle M. Le Roy
Investor Relations
(212) 594-2700

SL GREEN REALTY CORP. REPORTS
FOURTH QUARTER FFO OF $0.95 PER SHARE
AND FULL YEAR FFO OF $3.77 PER SHARE

Fourth Quarter and Full Year Highlights

•                  Increased full year FFO to $3.77 per fully diluted share, an increase of 8.3% from prior year

•                  Increased fourth quarter FFO to $0.95 per fully diluted share, a 6.7% increase over the same quarter in 2003

•                  Increased quarterly dividend by 8% to $0.54 per fully diluted share

•                  Completed acquisition of 625 Madison Avenue for $231.5 million, or $415 per square foot

•                  Completed two sales during the fourth quarter:

•                  1466 Broadway for $160 million, or $535 per square foot

•                  17 Battery Place North for $70 million, or $167 per square foot

•                  Realized gain on disposition of properties during the year of $2.73 per fully diluted share, including $2.14 per fully diluted share during the fourth quarter

•                  Finished the year at 96.5% occupancy, excluding the recently acquired 625 Madison Avenue

•                  Signed 293 office leases totaling 1.8 million square feet during 2004, including 73 office leases totaling 719,292 square feet during the fourth quarter

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•                  Recognized same store GAAP NOI growth of 2.7% for the year, including growth of 6.1% during the fourth quarter

•                  Committed to invest an additional $22.0 million in Gramercy Capital Corp. (NYSE: GKK) during the fourth quarter

Summary

New York, NY, January 24, 2005 - SL Green Realty Corp. (NYSE:  SLG) today reported funds from operations available to common shareholders (“FFO”) of $0.95 per fully diluted share for the fourth quarter ended December 31, 2004, a 6.7% increase over the same quarter in 2003. The Company also reported FFO of $3.77 per fully diluted share for the year ended December 31, 2004, an 8.3% increase from the prior year, which was $3.48 per fully diluted share.

Net income available to common shareholders was $111.5 million for the fourth quarter and $193.2 million for the year ended December 31, 2004, an increase of $89.8 million and $102.8 million from the respective periods in 2003. Net income available to common shareholders also increased $91.2 million from the third quarter of 2004, primarily due to gains recognized on the sale of 1466 Broadway and 17 Battery Place North.

Commenting on the Company’s performance and outlook for 2005, Marc Holliday, President and Chief Executive Officer, said, “We have assembled a very high quality portfolio in New York City, the results of which are reflected in the Company’s earnings. We have positioned ourselves for another year of industry-leading growth through the $780 million of new acquisitions made during 2004, $379 million of new structured finance investments, including the Company’s investment in Gramercy, and through internal growth generated from our same store portfolio. We will continue to execute on our strategy of recycling capital to fund our growth and upgrade our portfolio.”

Operating and Leasing Activity

Revenues and EBITDA of $349.0 million and $211.7 million increased $62.6 million (or 22%) and $55.8 million (or 36%), respectively, from the prior year, largely due to new acquisitions and structured finance investments made during 2003 and 2004. Same-store GAAP NOI increased 2.7% to $107.6 million during 2004, and increased 6.1% to $29.5

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million during the fourth quarter. Average starting office rents of $32.11 per rentable square foot for the fourth quarter represented a 5.3% increase over the previous fully escalated rents and contributed to a 2.2% average increase for the year.

1.9 million square feet, net of dispositions, were added to the portfolio during 2004, increasing total square feet under ownership and management from 15.1 million to 17.0 million square feet. Occupancy for the portfolio increased 70 basis points from 95.8% to 96.5%, when excluding the recently acquired 625 Madison Avenue. During 2004, the Company signed 293 office leases totaling 1.8 million square feet, versus 256 office leases and 1.6 million square feet in 2003.

Significant leasing activities during the fourth quarter included:

•                  73 office leases totaling 719,000 square feet signed, representing an increase in the average size lease when compared to 91 office leases totaling 522,000 square feet signed during the third quarter.

•                  Included in the 73 office leases were 22 office lease renewals totaling 432,000 square feet, representing the fourth quarter of consecutive growth in the number of office lease renewals.

•                  10 retail leases totaling 54,000 square feet signed, bringing the total number of retail leases signed during 2004 to 22 leases totaling 139,000 square feet.

•                  Renewal and expansion of the Visiting Nurse Service of New York for approximately 300,000 square feet at 1250 Broadway.

•                  Renewal with Interep National Radio for approximately 59,000 square feet at 100 Park Avenue.

Other significant leasing activities during the year included:

•                  Renewal and expansion of Viacom International, Inc. for approximately 137,000 square feet at 1515 Broadway.

•                  New lease with B&H Foto and Electronics Corp. for approximately 92,000 square feet at 440 Ninth Avenue.

•                  New lease with Commerce Bank, NA for approximately 60,000 square feet at 317 Madison Avenue.

•                  New lease with New Plan Excel Realty Trust for approximately 54,000 square feet at 420 Lexington Avenue.

•                  Renewal with CHF Industries, Inc. for approximately 53,000 square feet at One Park Avenue.

•                  New lease with AEG Live NY, LLC for approximately 43,000 square feet at 1515 Broadway.

Real Estate Investment Activity

The Company completed three acquisitions totaling $778.5 million and three dispositions totaling $468.9 million during 2004. Gains generated from these dispositions totaled approximately $112.4 million, net of minority interests. Sales proceeds were applied

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towards the acquisition of 750 Third Avenue, 485 Lexington Avenue and leasehold interests in 625 Madison Avenue; and were used to pay down corporate debt obligations throughout the year.

Major real estate investment transactions completed during the fourth quarter included:

•                  Acquisition of the leasehold interest in 625 Madison Avenue for $231.5 million, or approximately $415 per square foot. The property is approximately 558,000 square feet and contains nearly 53,000 square feet of prime retail space.

•                  Sale of 1466 Broadway for $160.0 million, or approximately $535 per square foot. Proceeds from the sale were used to pay down corporate debt obligations and to fund the acquisition of 750 Third Avenue. The Company recognized a gain on sale of approximately $73.2 million, substantially all of which was deferred through a reverse-1031 exchange with 750 Third Avenue.

•                  Sale of 17 Battery Place North for $70.0 million, or approximately $167 per square foot. Proceeds from the sale were used to pay down corporate debt obligations and to fund the acquisition of 750 Third Avenue. The Company recognized a gain on sale of approximately $22.5 million, substantially all of which was deferred through a reverse-1031 exchange with 750 Third Avenue.

Structured Finance Activity

Structured finance investments totaled $350.0 million for the year ended December 31, 2004. This is a $131.0 million increase from December 31, 2003, representing the net of originations and accretion totaling $309.6 million, and redemptions totaling $178.6 million. The yield at December 31, 2004 was 10.25%.

Structured finance transactions completed during the fourth quarter included:

•                  Investments in two separate structured finance investments for approximately $32.0 million secured by two office buildings located in New York City. The loans each mature in 59 months and bear interest at a blended fixed yield of 10.34% at December 31, 2004.

Investment In Gramercy Capital Corp.

The Company’s investment in Gramercy Capital Corp. increased from $47.0 million to $69.0 million. This includes an additional investment of approximately $22 million committed to by the Company during the fourth quarter, which settled on January 3, 2005. Net fees earned from the management, outsourcing and servicing agreements between the Company and Gramercy Capital Corp. totaled $679,000 for the year and $104,000 for the fourth quarter ended December 31, 2004.

Financing and Capital Activity

During 2004, the Company raised more than $1.2 billion of capital through private and public debt and equity markets: $235.0 million through the issuance of preferred and

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common stock, $635.5 million through an increase in secured and unsecured debt, $107.7 million through joint venture equity and $256.4 million through net sales proceeds.

The Company increased capacity of corporate debt obligations by $125 million to $425 million, and lowered the overall cost of borrowing by 25 to 35 basis points from the prior year. The Company decreased floating rate debt from 31% to 24% of total combined debt through refinancings and further reduced floating interest rate exposure by entering into step-swap agreements throughout the year. The weighted average interest rate at December 31, 2004 was approximately 5.52%. Additionally, the Company extended maturities of certain corporate debt obligations. As of December 31, 2004, the Company had $329 million of available capacity and a debt-to-market capitalization of 37.3% on a combined basis, representing a decrease from 47.9% at prior year-end.

Dividends

During the fourth quarter, the Company increased dividends on common shares from $2.00 to $2.16 per fully diluted share, representing an 8% increase on an annualized basis. Based on today’s closing price of $55.16 per share, the annualized dividend yield for a common share is 3.9%.

Dividends declared during the fourth quarter were:

•                  $0.54 per common share, an increase of $0.04 per common share. Dividends were paid on January 14, 2005 to shareholders of record on the close of business on December 31, 2004.

•                  $0.4766 and $0.4922 per fully diluted share on the Company’s Series C and D Preferred Stock, respectively, for the period October 15, 2004 through and including January 14, 2005. Dividends were paid on January 14, 2005 to shareholders of record on the close of business on December 31, 2004. Distributions reflect regular quarterly distributions, which are the equivalent of an annualized distribution of $1.90625 and $1.96875, respectively.

Commenting on the Company’s capital markets activity, Gregory Hughes, Chief Financial Officer, said, “Our focus continues to be maintaining a strong balance sheet and reducing our cost of capital. We raised $1.2 billion this year from multiple sources, and are continually seeking new and more efficient capital sources. We continue to benefit from internally generated cash flow which is our cheapest source of capital.”

Conference Call and Audio Webcast

The Company’s executive management team, led by Marc Holliday, will host a conference call and audio webcast on Tuesday, January 25, 2005 at 2:00 p.m. EST to discuss fourth quarter and full year financial results. The conference call may be accessed by dialing (800) 810-0924 Domestic or (913) 981-4900 International. No pass code is required. The live conference will be simultaneously broadcast in a listen-only mode on the Company’s website at www.slgreen.com.

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A replay of the call will be available through January 31, 2005 by dialing (888) 203-1112 Domestic or (719) 457-0820 International, using pass code 370468.

Supplemental Information

The Supplemental Package outlining fourth quarter and full year 2004 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, 2004, the Company owns 28 properties totaling 17.0 million square feet.  The Company is the only publicly held REIT that specializes exclusively in this niche.

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

Disclaimers

Non-GAAP Financial Measures

During the quarterly conference call, the Company may discuss non-GAAP financial measures as defined by SEC Regulation G. In addition, the Company has used non-GAAP financial measures in this press release. A reconciliation of each non-GAAP financial measure and the comparable GAAP financial measure (net income) can be found on pages 7 and 9 of this release and in the Company’s Supplemental Package.

Forward-looking Information

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

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SL GREEN REALTY CORP.

STATEMENTS OF OPERATIONS-UNAUDITED

(Amounts in thousands, except per share data)

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SL GREEN REALTY CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

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SL GREEN REALTY CORP.

SELECTED OPERATING DATA-UNAUDITED

(1)  Includes wholly owned and joint venture properties.

SL GREEN REALTY CORP.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES*

(Amounts in thousands)

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

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Exhibit 99.2

SL Green Realty Corp.

Fourth Quarter 2004

Supplemental Data

December 31, 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 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 year ended December 31, 2004 that will subsequently be released on Form 10-K to be filed on or before March 15, 2005.

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TABLE OF CONTENTS

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CORPORATE PROFILE

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

Looking forward, SL Green Realty Corp. will continue its opportunistic investment philosophy through three established business lines:  investment in long-term core properties, investment in opportunistic assets and structured finance investments.  With the formation of Gramercy Capital Corp. (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 (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

FOURTH QUARTER 2004

UNAUDITED

FINANCIAL RESULTS

Funds From Operations (FFO) available to common shareholders, for the fourth quarter 2004 totaled $42.6 million, or $0.95 per share (diluted), a 6.7% increase compared to the same quarter in 2003 when FFO totaled $35.2 million, or $0.89 per share (diluted).

Net income available for common shareholders for the fourth quarter 2004 totaled $111.5 million, or $2.64 per share (diluted), compared to the same quarter in 2003 when net income totaled $21.7 million, or $0.58 per share (diluted).  The three months ended December 31, 2004 included a gain on sale of 17 Battery Place North and 1466 Broadway totaling $90.2 million, net of minority interest ($2.14 per share).

Funds available for distribution (FAD) for the fourth quarter 2004 increased to $0.63 share per share (diluted) versus $0.56 per share (diluted) in the prior year, a 12.5% increase.

The Company’s dividend payout ratio was 56.7% of FFO and 85.8% of FAD before first cycle leasing costs.

CONSOLIDATED RESULTS

Total quarterly revenues increased 18% in the fourth quarter to $95.5 million compared to $80.9 million last year.  The $14.6 million growth in revenue resulted primarily from the following items:

•                  $10.5 million increase from 2003 and 2004 acquisitions,

•                  $1.4 million decrease in preferred and investment income,

•                  $4.3 million increase from same-store properties, and

•                  $1.2 million increase in other revenue, which was primarily due to fees earned from Gramercy Capital Corp. ($0.8 million).

The Company’s EBITDA increased by $15.8 million to $58.3 million.  The following items drove EBITDA improvements:

(1)          $8.1 million increase from the equity in net income from unconsolidated joint ventures primarily due to 1221 Avenue of the Americas ($6.8 million), 1515 Broadway ($1.3 million) and new 2004 joint ventures ($1.1 million).  This was partially offset by the sale of an interest in One Park Avenue ($1.1 million).

(2)          $6.5 million increase from 2003 and 2004 acquisitions.

(3)          $2.5 million increase from same-store properties.

(4)          $1.4 million decrease in investment and preferred income primarily due to the recognition of a one-time gain on a mortgage investment in 2003 ($3.1 million).  The weighted-average asset balance increased to $332.9 million from $169.4 million.  The weighted-average yield decreased from 11.5% to 10.0%.

(5)    $1.2 million decrease from higher MG&A expense.

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(6)    $1.3 million increase in non- real estate revenues net of expenses.

FFO before minority interests improved $7.4 million primarily as a result of:

•                  $15.8 million increase in EBITDA,

•                  $2.4 million increase in FFO from unconsolidated joint ventures,

•                  $0.1 million decrease in FFO from other adjustments,

•                  $4.4 million decrease from perpetual preferred stock dividends,

•                  $4.4 million decrease from higher interest expense, and

•                  $2.1 million decrease from discontinued operations.

SAME-STORE RESULTS

Same-store fourth quarter GAAP NOI increased $1.7 million (6%) to $29.5 million in 2004.  Operating margins after ground rent were essentially flat at 53.6%.

The $1.7 million increase in GAAP NOI was primarily due to:

•                  $1.7 million (4%) increase in rental revenue primarily due to improved leasing at 555 West 57^th Street and 420 Lexington Avenue,

•                  $1.2 million (13%) increase in escalation and reimbursement revenue primarily due to real estate tax and utility reimbursements,

•                  $0.4 million (281%) increase in other income primarily due to lease buy-out income,

•                  $1.1 million (13%) increase in real estate taxes, and

•                  $0.5 million (4%) increase in operating expenses.  Ground rent expense was flat.

Structured Finance Activity

As of December 31, 2004, the par value of our structured finance and preferred equity investments totaled $350.7 million.  The weighted average balance outstanding for the fourth quarter of 2004 was $332.9 million.  During the fourth quarter of 2004, the weighted average yield was 10.0%.

During the fourth quarter 2004, the Company originated $32.0 million of structured finance investments with an initial yield of approximately 10.45%.  The Company also received redemptions totaling $7.7 million that were yielding 9.92%.

QUARTERLY LEASING HIGHLIGHTS

Vacancy at September 30, 2004 was 708,944 useable square feet net of holdover tenants.  During the quarter, 163,625 additional usable office, retail and storage square feet became available at an average escalated cash rent of $36.99 per rentable square foot.  Space available to lease during the quarter totaled 1,028,917 useable square feet, or 6.9% of the total portfolio.

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During the fourth quarter, 73 office leases, including early renewals, were signed totaling 719,292 rentable square feet.  New cash rents averaged $32.11 per rentable square foot.  Replacement rents were 5.3% higher than rents on previously occupied space, which had fully escalated cash rents averaging $30.49 per rentable square foot.  The average lease term was 9.5 years and average tenant concessions were 2.8 months of free rent with a tenant improvement allowance of $25.40 per rentable square foot.

The Company also signed 13 retail and storage leases, including early renewals, for 57,478 rentable square feet.  New cash rents averaged $82.61 per rentable square foot.  Replacement rents were 205.8% higher than rents on previously occupied space, which had fully escalated cash rents averaging $27.01 per rentable square foot.  The average lease term was 8.1 years and average tenant concessions were 2.3 months of free rent, with no tenant improvement allowance.

REAL ESTATE ACTIVITY

Major real estate investment transactions completed during the fourth quarter included:

•                  Acquisition of the leasehold interest in 625 Madison Avenue for $231.5 million, or approximately $415 per square foot. The property is approximately 558,000 square feet and contains nearly 53,000 square feet of prime retail space.

•                  Sale of 1466 Broadway for $160.0 million, or approximately $535 per square foot. Proceeds from the sale were used to pay down corporate debt obligations and to fund the acquisition of 750 Third Avenue. The Company recognized a gain on sale of approximately $73.2 million, substantially all of which was deferred through a reverse-1031 exchange with 750 Third Avenue.

•                  Sale of 17 Battery Place North for $70.0 million, or approximately $167 per square foot. Proceeds from the sale were used to pay down corporate debt obligations and to fund the acquisition of 750 Third Avenue. The Company recognized a gain on sale of approximately $22.5 million, substantially all of which was deferred through a reverse-1031 exchange with 750 Third Avenue.

Investment In Gramercy Capital Corp.

The Company’s investment in Gramercy Capital Corp. increased from $47.0 million to $69.0 million. This includes an additional investment of $22 million committed to by the Company during the fourth quarter, which settled on January 3, 2005. Net fees earned from the management, outsourcing and servicing agreements between the Company and Gramercy Capital Corp. totaled $679,000 for the year ended December 31, 2004 and $104,000 for the fourth quarter.

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Financing/ Capital Activity

625 Madison Avenue

Upon the closing of 625 Madison Avenue the Company assumed the $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.

Dividends

On December 6, 2004, the Company declared a dividend distribution of $0.54 per common share for the fourth quarter 2004, an 8% increase over the prior quarter.  This distribution reflects the regular quarterly dividend, which is the equivalent of an annualized distribution of $2.16 per common share.

On December 6, 2004, the Company also declared a dividend on it’s Series C preferred stock for the period October 15, 2004 through and including January 14, 2005, of $0.4766 per share, payable January 14, 2005 to shareholders of record on the close of business on December 31, 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 December 6, 2004, the Company also declared a dividend on it’s Series D preferred stock for the period October 15, 2004 through and including January 14, 2004, of $0.4922 per share, payable January 14, 2005 to shareholders of record on the close of business on December 31, 2004. The distribution reflects the regular quarterly dividend, which is the equivalent of an annualized distribution of $1.96875 per Series D preferred stock.

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SL Green Realty Corp.
Key Financial Data
December 31, 2004
(Dollars in Thousands Except Per Share and Sq. Ft.)

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