<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998

                                                   Registration No. 333-________

--------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                            --------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933

                            --------------------
                         GETTY REALTY HOLDING CORP.
           (Exact name of registrant as specified in its charter)

                                      
           MARYLAND                                             11-3412575
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                              125 JERICHO TURNPIKE
                            JERICHO, NEW YORK 11753
                    (Address of principal executive offices)

                            --------------------

       GETTY REALTY CORP. RETIREMENT (401(k)) AND PROFIT SHARING PLAN
                            (Full title of Plan)

                            --------------------

                              RANDI YOUNG FILIP
                             CORPORATE SECRETARY
                             GETTY REALTY CORP.
                            125 JERICHO TURNPIKE
                          JERICHO, NEW YORK  11753
                               (516) 338-6000
     (Name, address, including zip code, and telephone number, including
                      area code, of agent for service)

                                  Copy to:

                           MARC D. BASSEWITZ, ESQ.
                              LATHAM & WATKINS
                                 SEARS TOWER
                                 SUITE 5800
                              CHICAGO, IL 60606
                               (312) 876-7700

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------       
                                                                        Proposed                                                 
                           Amount               Proposed                 Maximum
Title of Each Class      of Shares              Maximum                 Aggregate       Amount of  
of Securities to          to be              Offering Price             Offering       Registration       
be Registered          Registered(1)          Per Share(2)             Price (2)          Fee  
--------------------------------------------------------------------------------------------------------       
<S>                       <C>                   <C>                  <C>                 <C>
Common Stock
$.01 par value (3)         50,000               $21.37               $1,068,500          $315.21

</TABLE>



<PAGE>   2
(1)         Represents the maximum number of shares that may be acquired under
            the Getty Realty Corp. Retirement (401(k)) and Profit Sharing Plan
            (the "Plan").

(2)         For purposes of computing the registration fee only.  Pursuant to
            Rule 457(h) under the Exchange Act, the Proposed Maximum Offering
            Price Per Share is based upon $21.37, the average of the high and
            low price for shares of the Registrant's Common Stock as reported
            on the New York Stock Exchange composite tape on January 26, 1998.

(3)         In addition, pursuant to Rule 416(c) under the Securities Act of
            1933, as amended, this registration statement also covers an
            indeterminate amount of interests to be offered or sold pursuant to
            the Plan described herein.

                                  ____________


                                     PART I

Item 1.     Plan Information

            Not required to be filed with this Registration Statement.


Item 2.     Registrant Information and Employee Plan Annual Information

            Not required to be filed with this Registration Statement.


                                    PART II

Item 3.     Incorporation of Documents by Reference

            The following documents filed with the Securities and Exchange
Commission by Getty Realty Holding Corp., a Maryland corporation that on or 
about January 30, 1998 will become known as Getty Realty Corp. (the "Company"),
and are incorporated as of their respective dates in this Registration 
Statement by reference:

            (1)     The Company's Registration Statement on Form 8-A filed with
                    the Commission on January 13, 1998 (No.  001-13777),
                    including the exhibits thereto.

            (2)     The description of the Company's common stock, par value
                    $0.01 per share ("Common Stock"), contained in the Company's
                    Registration Statement on Form 8-A referred to in (1)
                    above.

            All documents filed by the Company or the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.


Item 4.     Description of Securities

            Not applicable.


Item 5.     Interests of Named Experts and Counsel

            Not applicable.


Item 6.     Indemnification of Directors and Officers

            The Maryland General Corporation Law ("MGCL") permits a Maryland 
corporation to include in its charter a provision limiting the liability of its 
directors and officers to the corporation and its stockholders for money
damages except for liability resulting from (a) actual receipt of an improper
benefit or profit in money, property or services or (b) active and deliberate
dishonesty established by a final judgment as being material to the cause of
action.  The Company's Charter contains such a provision which limits such
liability to the maximum extent permitted by Maryland law.





                                       2
<PAGE>   3
                    The Company's Charter authorizes the Company, to the
maximum extent permitted by Maryland law, to obligate itself to indemnify and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former director or officer or (b) any
individual who, while a director of the Company and at the request of the
Company, serves or has served another corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a director, officer,
partner or trustee of such corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise from and against any claim or
liability to which such person may become subject or which such person may
incur by reason of his or her status as a present or former director or officer
of the Company.  The Company's Bylaws obligate the Company, to the maximum
extent permitted by Maryland law, to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (a) any
present or former director or officer who is made a party to the proceeding by
reason of his or her service in that capacity or (b) any individual who, while
a director of the Company and at the request of the Company, serves or has
served another corporation, partnership, joint venture, trust, employee benefit
plan or any other enterprise as a director, officer, partner or trustee of such
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and who is made a party to the proceeding by reason of his or her
service in that capacity.  The Company's Charter and the Company's Bylaws also
permit the Company to indemnify and advance expenses to any person who served a
predecessor of the Company in any of the capacities described above and to any
employee or agent of the Company or a predecessor of the Company.

                    The MGCL requires a corporation (unless its charter
provides otherwise, which the Company's Charter does not) to indemnify a
director or officer who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he or she is made a party by reason of his
or her service in that capacity.  The MGCL permits a corporation to indemnify
its present and former directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason
of their service in those or other capacities unless it is established that (a)
the act or omission of the director or officer was material to the matter
giving rise to the proceeding and (i) was committed in bad faith or (ii) was
the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services
or (c) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful.  However, a
Maryland corporation may not indemnify a present or former director or officer
for an adverse judgment in a suit by or in the right of the corporation.  In
addition, the MGCL requires the Company, as a condition to advancing expenses,
to obtain (a) a written affirmation by the director or officer of his or her
good faith belief that he or she has met the standard of conduct necessary for
indemnification by the Company as authorized by the Bylaws and (b) a written
statement by or on his or her behalf to repay the amount paid or reimbursed by
the Company if it shall ultimately be determined that the standard of conduct
was not met.

                    In addition, the Company has entered or will enter into an
indemnification agreement ("Indemnification Agreement") with each of its
directors.  The Indemnification Agreement provides for the prompt
indemnification and advancement of expenses, including attorneys' fees and
other costs, to the fullest extent permitted by law of a director against
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness or participating in (including on appeal) any
threatened, pending or completed action, suit or proceeding related to the fact
that such director is or was a director, officer, partner, employee, agent, or
fiduciary of the Company or is or was serving at the request of the Company as
a director, officer, partner, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan trust or other
enterprise, or by reason of anything done or not done by a director in any such
capacity.

                    The Indemnification Agreement also provides (i) that a
director is automatically entitled to indemnification for expenses to the
extent the director is successful in defending any indemnifiable claim whether
on the merits or otherwise, (ii) that the Company has the burden of proving
that a director is not entitled to indemnification in any particular case and
that certain presumptions that may otherwise be drawn against a director
seeking indemnification in connection with the termination of actions or
proceedings are negated, except that the termination of an action or proceeding
by conviction or a plea of nolo contendere (or its equivalent) creates a
presumption that the director is not entitled to indemnification, (iii) a
mechanism through which a director may seek court relief in the event that the
Company's Board (or other person or body appointed by the Company's Board)
determines that the director would not be permitted to be indemnified under
applicable law (and therefore is not entitled to indemnification under the
Indemnification Agreement), (iv) that a director is entitled to indemnification
against all expenses (including attorneys' fees) incurred in seeking to collect
an indemnification claim or advancement of expenses from the Company or
incurred in seeking to recover under a directors' and officers' liability
insurance policy, (v) that after there has been a change in control in the
Company, all Company determinations regarding a right to indemnification, and
the right to advancement of expenses, shall be made by independent legal
counsel, and (vi) that prior to a change in control of the Company, a director
shall not be entitled to indemnification pursuant to the Indemnification
Agreement in connection with an action, suit or proceeding initiated by the
director against the Company, or its directors or officers unless the Company
joins in or consents to the action, suit or proceeding, except as provided in
Section 3 of the Indemnification Agreement.

                    Directors' rights under the Indemnification Agreement are
not exclusive of any other rights they may have under Maryland law, directors'
or officers' liability insurance, the Company's Bylaws or otherwise.  However,
the Indemnification Agreement does prevent double payment.

                    The Indemnification Agreement, although not requiring the
maintenance of directors' and officers' liability insurance, does require that
the directors be provided with maximum coverage reasonably economically
available if there is such a policy.  Finally, the Indemnification Agreement
provides that, if the Company pays a director pursuant to the Indemnification
Agreement, the Company will be subrogated to the director's rights to recover
from third parties.





                                       3
<PAGE>   4
Item 7.     Exemption from Registration Claimed

            Not applicable.


Item 8.     Exhibits

            4.1     Articles of Incorporation of Getty Realty Holding Corp., 
                    incorporated by reference to Appendix D to the Joint
                    Proxy Statement/Prospectus dated January 12, 1998 which is
                    part of the Registration Statement on Form S-4 (No.
                    333-44065) filed with the Securities & Exchange Commission
                    by the Registrant (the "Joint Proxy Statement/Prospectus").

            4.2     Articles Supplementary of Getty Realty Holding Corp.,
                    incorporated by reference to Appendix E to the Joint Proxy
                    Statement/Prospectus.

            4.3     By-laws of Getty Realty Holding Corp., incorporated by
                    reference to Appendix F to the Joint Proxy 
                    Statement/Prospectus.

            5.1     Opinion of counsel regarding the legality of the Common
                    Stock being registered.

            23.1    Consent of counsel (included in Exhibit 5.1).

            24      Power of Attorney (see page 6).

Pursuant to Item 8 of the instructions to Form S-8, the undersigned registrant
hereby undertakes to submit the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner, and has made or will make all
changes required by the IRS in order to qualify the Plan.


Item 9.     Undertakings

            (a)     The undersigned registrant hereby undertakes:

                    (1)    To file, during any period in which offers or sales
            are being made, a post-effective amendment to this Registration
            Statement:

                           (i)      To include any prospectus required by
            Section 10(a)(3) of the Securities Act of 1933, as amended (the
            "Act");

                           (ii)     To reflect in the prospectus any facts or
            events arising after the effective date of this Registration
            Statement (or the most recent post-effective amendment thereof)
            which, individually or in the aggregate, represent a fundamental
            change in the information set forth in the Registration Statement;

                           (iii)    To include any material information with
            respect to the plan of distribution not previously disclosed in the
            Registration Statement or any material change to such information
            in the Registration Statement;

                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

                    (2)    That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                    (3)    To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

            (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (c)     Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the





                                       4
<PAGE>   5
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.





                                       5
<PAGE>   6
                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Jericho, New York, on January 30,
1998. 

                                  GETTY REALTY HOLDING CORP.
                                                                     
                                                                     
                                   By: /s/ Randi Young Filip
                                      ______________________________ 
                                      Randi Young Filip              
                                      Corporate Secretary            



                                   POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints Randi Young Filip, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments or supplements to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing necessary or appropriate to be done with respect
to this Registration Statement or any amendments or supplements hereto in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in their respective capacities with Getty Realty Holding Corp. and on the dates
indicated.

<TABLE> 
<CAPTION>
          SIGNATURE                TITLE                                           DATE             
          ---------                -----                                           ----             
        <S>                        <C>                                             <C>              
                                   Director, President, and                                         
/s/ Leo Liebowitz                  Chief Executive Officer                                          
--------------------------------   (Principal Executive Officer)                   January 30, 1998 
          Leo Liebowitz                                                                             


                                   Senior Vice President, Treasurer                                 
                                   and Chief Financial Officer                                      
/s/ John J. Fitteron               (Principal Financial and                                         
--------------------------------   Accounting Officer)                             January 30, 1998 
        John J. Fitteron                                                                            
                                                                                                    
                                                                                                    
                                                                                                    
/s/ Milton Cooper                                                                                   
--------------------------------   Director                                        January 30, 1998 
        Milton Cooper                                                                               
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
--------------------------------   Director                                        January __, 1998 
         Milton Safenowitz                                                                          
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
--------------------------------   Director                                        January __, 1998 
        Warren G. Wintrub                                                                           
                                                                                                    
                                                                                                    
                                                                                                    
/s/ Philip E. Coviello                                                                              
--------------------------------   Director                                        January 30, 1998
        Philip E. Coviello                                                                          
                                                                                                    
</TABLE>



                                      6
<PAGE>   7
        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in Jericho, New York, on January
30, 1998.

                  GETTY REALTY CORP. RETIREMENT (401(k)) AND PROFIT 
                  SHARING PLAN


                  By:  Getty Realty Corp. Retirement
                       (401(k)) and Profit Sharing
                       Plan Committee Plan Administrator

                       By: /s/ Leo Liebowitz
                          ______________________________
                          Leo Liebowitz


                       By: /s/ John J. Fitteron
                          ______________________________
                          John J. Fitteron


                       By: /s/ Randi Young Filip
                          ______________________________
                          Randi Young Filip





                                       7
<PAGE>   8
                                 Exhibit Index

         4.1     Articles of Incorporation of Getty Realty Holding Corp.,
                 incorporated by reference to Appendix D to the Joint Proxy
                 Statement/Prospectus dated January 12, 1998 which is part of
                 the Registration Statement on Form S-4 (No. 333-44065) filed
                 with the Securities & Exchange Commission by the Registrant
                 (the "Joint Proxy Statement/Prospectus").

         4.2     Articles Supplementary of Getty Realty Holding Corp.,
                 incorporated by reference to Appendix E to the Joint Proxy
                 Statement/Prospectus.

         4.3     By-laws of Getty Realty Holding Corp., incorporated by
                 reference to Appendix F to the Joint Proxy 
                 Statement/Prospectus.

         5.1     Opinion of counsel regarding the legality of the Common Stock
                 being registered.

         23.1    Consent of counsel (included in Exhibit 5.1).

         24      Power of Attorney (see page 6).





                                       8
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{"company-data": {"conformed-name": "GETTY REALTY HOLDING CORP", "cik": "0001052752", "assigned-sic": "5171", "irs-number": "113412575", "state-of-incorporation": "MD", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45251", "film-number": "98517441"}, "business-address": {"street1": "125 JERICHO TURNPIKE", "city": "JERICHO", "state": "NY", "zip": "11753", "phone": "5163382600"}, "mail-address": {"street1": "125 JERICHO TURNPIKE", "city": "JERICHO", "state": "NY", "zip": "11753"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998

                                                   Registration No. 333-________

--------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                            --------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933

                            --------------------
                         GETTY REALTY HOLDING CORP.
           (Exact name of registrant as specified in its charter)

                                      
           MARYLAND                                             11-3412575
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                              125 JERICHO TURNPIKE
                            JERICHO, NEW YORK 11753
                    (Address of principal executive offices)

                            --------------------

       GETTY REALTY CORP. RETIREMENT (401(k)) AND PROFIT SHARING PLAN
                            (Full title of Plan)

                            --------------------

                              RANDI YOUNG FILIP
                             CORPORATE SECRETARY
                             GETTY REALTY CORP.
                            125 JERICHO TURNPIKE
                          JERICHO, NEW YORK  11753
                               (516) 338-6000
     (Name, address, including zip code, and telephone number, including
                      area code, of agent for service)

                                  Copy to:

                           MARC D. BASSEWITZ, ESQ.
                              LATHAM & WATKINS
                                 SEARS TOWER
                                 SUITE 5800
                              CHICAGO, IL 60606
                               (312) 876-7700

                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------       
                                                                        Proposed                                                 
                           Amount               Proposed                 Maximum
Title of Each Class      of Shares              Maximum                 Aggregate       Amount of  
of Securities to          to be              Offering Price             Offering       Registration       
be Registered          Registered(1)          Per Share(2)             Price (2)          Fee  
--------------------------------------------------------------------------------------------------------
Common Stock
$.01 par value (3)         50,000               $21.37               $1,068,500          $315.21
2
(1)         Represents the maximum number of shares that may be acquired under
            the Getty Realty Corp. Retirement (401(k)) and Profit Sharing Plan
            (the "Plan").

(2)         For purposes of computing the registration fee only.  Pursuant to
            Rule 457(h) under the Exchange Act, the Proposed Maximum Offering
            Price Per Share is based upon $21.37, the average of the high and
            low price for shares of the Registrant's Common Stock as reported
            on the New York Stock Exchange composite tape on January 26, 1998.

(3)         In addition, pursuant to Rule 416(c) under the Securities Act of
            1933, as amended, this registration statement also covers an
            indeterminate amount of interests to be offered or sold pursuant to
            the Plan described herein.

                                  ____________

                                     PART I

Item 1.     Plan Information

            Not required to be filed with this Registration Statement.

Item 2.     Registrant Information and Employee Plan Annual Information

            Not required to be filed with this Registration Statement.

                                    PART II

Item 3.     Incorporation of Documents by Reference

            The following documents filed with the Securities and Exchange
Commission by Getty Realty Holding Corp., a Maryland corporation that on or 
about January 30, 1998 will become known as Getty Realty Corp. (the "Company"),
and are incorporated as of their respective dates in this Registration 
Statement by reference:

            (1)     The Company's Registration Statement on Form 8-A filed with
                    the Commission on January 13, 1998 (No.  001-13777),
                    including the exhibits thereto.

            (2)     The description of the Company's common stock, par value
                    $0.01 per share ("Common Stock"), contained in the Company's
                    Registration Statement on Form 8-A referred to in (1)
                    above.

            All documents filed by the Company or the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold are incorporated
by reference in this Registration Statement and are a part hereof from the date
of filing such documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

Item 4.     Description of Securities

            Not applicable.

Item 5.     Interests of Named Experts and Counsel

            Not applicable.

Item 6.     Indemnification of Directors and Officers

            The Maryland General Corporation Law ("MGCL") permits a Maryland 
corporation to include in its charter a provision limiting the liability of its 
directors and officers to the corporation and its stockholders for money
damages except for liability resulting from (a) actual receipt of an improper
benefit or profit in money, property or services or (b) active and deliberate
dishonesty established by a final judgment as being material to the cause of
action.  The Company's Charter contains such a provision which limits such
liability to the maximum extent permitted by Maryland law.

                                       2
3
                    The Company's Charter authorizes the Company, to the
maximum extent permitted by Maryland law, to obligate itself to indemnify and
to pay or reimburse reasonable expenses in advance of final disposition of a
proceeding to (a) any present or former director or officer or (b) any
individual who, while a director of the Company and at the request of the
Company, serves or has served another corporation, partnership, joint venture,
trust, employee benefit plan or any other enterprise as a director, officer,
partner or trustee of such corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise from and against any claim or
liability to which such person may become subject or which such person may
incur by reason of his or her status as a present or former director or officer
of the Company.  The Company's Bylaws obligate the Company, to the maximum
extent permitted by Maryland law, to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (a) any
present or former director or officer who is made a party to the proceeding by
reason of his or her service in that capacity or (b) any individual who, while
a director of the Company and at the request of the Company, serves or has
served another corporation, partnership, joint venture, trust, employee benefit
plan or any other enterprise as a director, officer, partner or trustee of such
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and who is made a party to the proceeding by reason of his or her
service in that capacity.  The Company's Charter and the Company's Bylaws also
permit the Company to indemnify and advance expenses to any person who served a
predecessor of the Company in any of the capacities described above and to any
employee or agent of the Company or a predecessor of the Company.

                    The MGCL requires a corporation (unless its charter
provides otherwise, which the Company's Charter does not) to indemnify a
director or officer who has been successful, on the merits or otherwise, in the
defense of any proceeding to which he or she is made a party by reason of his
or her service in that capacity.  The MGCL permits a corporation to indemnify
its present and former directors and officers, among others, against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by them
in connection with any proceeding to which they may be made a party by reason
of their service in those or other capacities unless it is established that (a)
the act or omission of the director or officer was material to the matter
giving rise to the proceeding and (i) was committed in bad faith or (ii) was
the result of active and deliberate dishonesty, (b) the director or officer
actually received an improper personal benefit in money, property or services
or (c) in the case of any criminal proceeding, the director or officer had
reasonable cause to believe that the act or omission was unlawful.  However, a
Maryland corporation may not indemnify a present or former director or officer
for an adverse judgment in a suit by or in the right of the corporation.  In
addition, the MGCL requires the Company, as a condition to advancing expenses,
to obtain (a) a written affirmation by the director or officer of his or her
good faith belief that he or she has met the standard of conduct necessary for
indemnification by the Company as authorized by the Bylaws and (b) a written
statement by or on his or her behalf to repay the amount paid or reimbursed by
the Company if it shall ultimately be determined that the standard of conduct
was not met.

                    In addition, the Company has entered or will enter into an
indemnification agreement ("Indemnification Agreement") with each of its
directors.  The Indemnification Agreement provides for the prompt
indemnification and advancement of expenses, including attorneys' fees and
other costs, to the fullest extent permitted by law of a director against
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness or participating in (including on appeal) any
threatened, pending or completed action, suit or proceeding related to the fact
that such director is or was a director, officer, partner, employee, agent, or
fiduciary of the Company or is or was serving at the request of the Company as
a director, officer, partner, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan trust or other
enterprise, or by reason of anything done or not done by a director in any such
capacity.

                    The Indemnification Agreement also provides (i) that a
director is automatically entitled to indemnification for expenses to the
extent the director is successful in defending any indemnifiable claim whether
on the merits or otherwise, (ii) that the Company has the burden of proving
that a director is not entitled to indemnification in any particular case and
that certain presumptions that may otherwise be drawn against a director
seeking indemnification in connection with the termination of actions or
proceedings are negated, except that the termination of an action or proceeding
by conviction or a plea of nolo contendere (or its equivalent) creates a
presumption that the director is not entitled to indemnification, (iii) a
mechanism through which a director may seek court relief in the event that the
Company's Board (or other person or body appointed by the Company's Board)
determines that the director would not be permitted to be indemnified under
applicable law (and therefore is not entitled to indemnification under the
Indemnification Agreement), (iv) that a director is entitled to indemnification
against all expenses (including attorneys' fees) incurred in seeking to collect
an indemnification claim or advancement of expenses from the Company or
incurred in seeking to recover under a directors' and officers' liability
insurance policy, (v) that after there has been a change in control in the
Company, all Company determinations regarding a right to indemnification, and
the right to advancement of expenses, shall be made by independent legal
counsel, and (vi) that prior to a change in control of the Company, a director
shall not be entitled to indemnification pursuant to the Indemnification
Agreement in connection with an action, suit or proceeding initiated by the
director against the Company, or its directors or officers unless the Company
joins in or consents to the action, suit or proceeding, except as provided in
Section 3 of the Indemnification Agreement.

                    Directors' rights under the Indemnification Agreement are
not exclusive of any other rights they may have under Maryland law, directors'
or officers' liability insurance, the Company's Bylaws or otherwise.  However,
the Indemnification Agreement does prevent double payment.

                    The Indemnification Agreement, although not requiring the
maintenance of directors' and officers' liability insurance, does require that
the directors be provided with maximum coverage reasonably economically
available if there is such a policy.  Finally, the Indemnification Agreement
provides that, if the Company pays a director pursuant to the Indemnification
Agreement, the Company will be subrogated to the director's rights to recover
from third parties.

                                       3
4
Item 7.     Exemption from Registration Claimed

            Not applicable.

Item 8.     Exhibits

            4.1     Articles of Incorporation of Getty Realty Holding Corp., 
                    incorporated by reference to Appendix D to the Joint
                    Proxy Statement/Prospectus dated January 12, 1998 which is
                    part of the Registration Statement on Form S-4 (No.
                    333-44065) filed with the Securities & Exchange Commission
                    by the Registrant (the "Joint Proxy Statement/Prospectus").

            4.2     Articles Supplementary of Getty Realty Holding Corp.,
                    incorporated by reference to Appendix E to the Joint Proxy
                    Statement/Prospectus.

            4.3     By-laws of Getty Realty Holding Corp., incorporated by
                    reference to Appendix F to the Joint Proxy 
                    Statement/Prospectus.

            5.1     Opinion of counsel regarding the legality of the Common
                    Stock being registered.

            23.1    Consent of counsel (included in Exhibit 5.1).

            24      Power of Attorney (see page 6).

Pursuant to Item 8 of the instructions to Form S-8, the undersigned registrant
hereby undertakes to submit the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner, and has made or will make all
changes required by the IRS in order to qualify the Plan.

Item 9.     Undertakings

            (a)     The undersigned registrant hereby undertakes:

                    (1)    To file, during any period in which offers or sales
            are being made, a post-effective amendment to this Registration
            Statement:

                           (i)      To include any prospectus required by
            Section 10(a)(3) of the Securities Act of 1933, as amended (the
            "Act");

                           (ii)     To reflect in the prospectus any facts or
            events arising after the effective date of this Registration
            Statement (or the most recent post-effective amendment thereof)
            which, individually or in the aggregate, represent a fundamental
            change in the information set forth in the Registration Statement;

                           (iii)    To include any material information with
            respect to the plan of distribution not previously disclosed in the
            Registration Statement or any material change to such information
            in the Registration Statement;

                    Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply to information contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

                    (2)    That, for the purpose of determining any liability
under the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                    (3)    To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

            (b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

            (c)     Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the

                                       4
5
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

                                       5
6
                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Jericho, New York, on January 30,
1998. 

                                  GETTY REALTY HOLDING CORP.
                                                                     
                                                                     
                                   By: /s/ Randi Young Filip
                                      ______________________________ 
                                      Randi Young Filip              
                                      Corporate Secretary            

                                   POWER OF ATTORNEY

            KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints Randi Young Filip, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments or supplements to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing necessary or appropriate to be done with respect
to this Registration Statement or any amendments or supplements hereto in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in their respective capacities with Getty Realty Holding Corp. and on the dates
indicated.
SIGNATURE                TITLE                                           DATE             
          ---------                -----                                           ----
Director, President, and                                         
/s/ Leo Liebowitz                  Chief Executive Officer                                          
--------------------------------   (Principal Executive Officer)                   January 30, 1998 
          Leo Liebowitz                                                                             

                                   Senior Vice President, Treasurer                                 
                                   and Chief Financial Officer                                      
/s/ John J. Fitteron               (Principal Financial and                                         
--------------------------------   Accounting Officer)                             January 30, 1998 
        John J. Fitteron                                                                            
                                                                                                    
                                                                                                    
                                                                                                    
/s/ Milton Cooper                                                                                   
--------------------------------   Director                                        January 30, 1998 
        Milton Cooper                                                                               
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
--------------------------------   Director                                        January __, 1998 
         Milton Safenowitz                                                                          
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
--------------------------------   Director                                        January __, 1998 
        Warren G. Wintrub                                                                           
                                                                                                    
                                                                                                    
                                                                                                    
/s/ Philip E. Coviello                                                                              
--------------------------------   Director                                        January 30, 1998
        Philip E. Coviello
6
7
        Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in Jericho, New York, on January
30, 1998.

                  GETTY REALTY CORP. RETIREMENT (401(k)) AND PROFIT 
                  SHARING PLAN

                  By:  Getty Realty Corp. Retirement
                       (401(k)) and Profit Sharing
                       Plan Committee Plan Administrator

                       By: /s/ Leo Liebowitz
                          ______________________________
                          Leo Liebowitz

                       By: /s/ John J. Fitteron
                          ______________________________
                          John J. Fitteron

                       By: /s/ Randi Young Filip
                          ______________________________
                          Randi Young Filip

                                       7
8
                                 Exhibit Index

         4.1     Articles of Incorporation of Getty Realty Holding Corp.,
                 incorporated by reference to Appendix D to the Joint Proxy
                 Statement/Prospectus dated January 12, 1998 which is part of
                 the Registration Statement on Form S-4 (No. 333-44065) filed
                 with the Securities & Exchange Commission by the Registrant
                 (the "Joint Proxy Statement/Prospectus").

         4.2     Articles Supplementary of Getty Realty Holding Corp.,
                 incorporated by reference to Appendix E to the Joint Proxy
                 Statement/Prospectus.

         4.3     By-laws of Getty Realty Holding Corp., incorporated by
                 reference to Appendix F to the Joint Proxy 
                 Statement/Prospectus.

         5.1     Opinion of counsel regarding the legality of the Common Stock
                 being registered.

         23.1    Consent of counsel (included in Exhibit 5.1).

         24      Power of Attorney (see page 6).

                                       8