Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

                               (Amendment No. 2)*

                            ARBOR REALTY TRUST, INC.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                 (CUSIP Number)

                                December 31,2012
             (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)

*    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

1.   Names of Reporting  Persons/  I.R.S.  Identification  Nos. of Above Persons
     (Entities only):

                                    LEON G. COOPERMAN

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

         (a)   [_]
         (b)   [X]

3.  SEC  Use  Only

4.  Citizenship or Place of Organization:       UNITED STATES

Number of               5.  Sole Voting Power:         2,572,136
Shares Bene-
ficially                6.  Shared Voting Power:             -0-
Owned by
Each Report-            7.  Sole Dispositive Power:    2,572,136
ing Person
With                    8.  Shared Dispositive Power:        -0-

9.   Aggregate Amount Beneficially Owned by Each Reporting Person:


10.  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [_]

11.  Percent of Class Represented by Amount in Row (9):  8.2%

     The beneficial ownership percentage has been calculated based on 31,249,255
Shares of the Issuer as reported  on the  Issuer's  Form 10-Q for the  quarterly
period ended September 30, 2012.

12.  Type of Reporting Person:           IN


CUSIP No. 038923108

Item 1(a) Name of Issuer:

         ARBOR REALTY TRUST, INC. (the "Issuer").

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

         333 Earle Ovington Blvd, 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
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 North 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


CUSIP No. 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.

Item 4.  Ownership:

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

     Mr.  Cooperman  is  the  beneficial  owner  of  2,572,136   Shares,   which
constitutes  approximately 8.2% of the total number of Shares outstanding.  This
consists of 863,436 Shares owned by Mr. Cooperman,  200,000 Shares owned by Toby
Cooperman,  1,158,700  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:                2,572,136

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

(iii)   Sole power to dispose or to direct the disposition of:   2,572,136

(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.


CUSIP No. 038923108

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.


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 8, 2013 as of December 31, 2012


  Alan M. Stark
  Power of Attorney on file