UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No.1)*

ARBOR REALTY TRUST, INC.
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(Name of Issuer)

Common Stock
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(Title of Class of Securities)

038923108
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(CUSIP Number)

December 31, 2011
-----------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

[_]      Rule 13d-1(b)
[X]      Rule 13d-1(c)
[_]      Rule 13d-1(d)

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*    The  remainder  of this  cover  page  shall be filled  out for a  reporting
person's  initial  filing on this form with respect to the subject class of
securities,  and for any subsequent amendment containing  information which
would alter the disclosures provided in a prior cover page.

The  information  required in the remainder of this cover page shall not be
deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).

Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently  valid OMB
control number.

CUSIP No. 038923108
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1.   Names of Reporting  Persons/  I.R.S.  Identification  Nos. of Above Persons
(Entities only):

LEON G. COOPERMAN
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2.  Check the Appropriate Box if a Member of a Group (See Instructions)

(a)   [_]
(b)   [X]
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3.  SEC  Use  Only
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4.  Citizenship or Place of Organization:    UNITED STATES
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Number of               5.  Sole Voting Power:         2,065,400
Shares Bene-
ficially                6.  Shared Voting Power:       -0-
Owned by
Each Report-            7.  Sole Dispositive Power:    2,065,400
ing Person
With                    8.  Shared Dispositive Power:  -0-
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9.   Aggregate Amount Beneficially Owned by Each Reporting Person:  2,065,400
-------------------------------------------------------------------------

10.  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [_]
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11.  Percent of Class Represented by Amount in Row (9):   8.6 %
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12.  Type of Reporting Person:    IN
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CUSIP No. 038923108
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Item 1(a) Name of Issuer:     ARBOR REALTY TRUST, INC. (the "Issuer").

Item 1(b) Address of the Issuer's Principal Executive Offices:

ARBOR REALTY TRUST, INC.
333 Earle Ovington Blv'd, Suite 900
Uniondale NY 11553

Item 2(a) Name of Person Filing:

This statement is filed on behalf of Leon G. Cooperman  ("Mr.  Cooperman").
Mr. Cooperman is, among other  activities,  an investor engaged in investing for
his own account.

Mr.  Cooperman  is  married to an  individual  named  Toby  Cooperman.  Mr.
Cooperman has an adult son named Michael S. Cooperman.  The Michael S. Cooperman
WRA Trust (the "WRA Trust"),  is an irrevocable trust for the benefit of Michael
S.  Cooperman.  Mr.  Cooperman  has  investment  authority  over the  Michael S.
Cooperman and the WRA Trust accounts.

Mr.  Cooperman is one of the Trustees of The Leon and Toby Cooperman Family
Foundation (the  "Foundation"),  a charitable trust dated December 16, 1981. The
other  trustees are his wife,  Toby  Cooperman,  his sons,  Wayne  Cooperman and
Michael S. Cooperman, and his daughter-in law, Jodi Cooperman.

Item 2(b) Address of Principal Business Office or, if None, Residence:

The  address of the  principal  business  office of Mr.  Cooperman  and the
Foundation is 2700 No. Military Trail, Suite 230, Boca Raton FL 33431

Item 2(c) Citizenship:

Mr. Cooperman is a United States citizen;

Item 2(d) Title of Class of Securities:   Common Stock (the "Shares")

Item 2(e) CUSIP Number: 038923108

Item 3.  If this  statement  is  filed  pursuant  to  Sections  240.13d-1(b)  or
240.13d-2(b) or (c):

This Item 3 is not applicable.

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CUSIP No. 038923108
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Item 4.  Ownership:

Item 4(a)(b) Amount Beneficially Owned and Percent of Class:

Mr.  Cooperman may be deemed the beneficial owner of 2,065,400 Shares which
constitutes approximately 8.6 % of the total number of Shares outstanding.  This
is  based  on a total  of  24,137,382  Shares  outstanding  as  reported  on the
Company's Form 10-Q filed with the SEC for the quarter ended September 30, 2011.

This consists of 1,000,000  Shares owned by Mr.  Cooperman;  100,000 Shares
owned by Toby Cooperman; 615,400 Shares owned by the Foundation;  250,000 Shares
owned by Michael S. Cooperman; and 100,000 Shares owned by the WRA Trust.

Item 4(c) Number of Shares as to which such person has:

(i)     Sole power to vote or to direct the vote:                2,065,400

(ii)    Shared power to vote or to direct the vote:                -0-

(iii)   Sole power to dispose or to direct the disposition of:   2,065,400

(iv)    Shared power to dispose or to direct the disposition of:   -0-

Item 5. Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:

This Item 7 is not applicable.

Item 8. Identification and Classification of Members of the Group:

This Item 8 is not applicable.

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CUSIP No. 038923108
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Item 9. Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10. Certification:

By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
Issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having such purpose or effect.

SIGNATURE

After  reasonable  inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

DATED: February 6, 2012 as of December 31, 2011

LEON G. COOPERMAN

By /s/ ALAN M. STARK
------------------
Alan M. Stark
Attorney-in-Fact
Power of Attorney on file

ATTENTION:  INTENTIONAL  MISSTATEMENTS  OR OMISSIONS OF FACT CONSTITUTE  FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

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