<PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 2004
                                                           REGISTRATION NO. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                               GETTY REALTY CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            MARYLAND                                             11-3412575
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)


                         125 JERICHO TURNPIKE, SUITE 103
                             JERICHO, NEW YORK 11753
                                  516-478-5400
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

           GETTY REALTY CORP. 2004 OMNIBUS INCENTIVE COMPENSATION PLAN

                            (FULL TITLE OF THE PLAN)

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

                              ANDREW M. SMITH, ESQ.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               GETTY REALTY CORP.
                         125 JERICHO TURNPIKE, SUITE 103
                             JERICHO, NEW YORK 11753
                                  516-478-5400
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                    COPY TO:

                             MARC D. BASSEWITZ, ESQ.
                              LATHAM & WATKINS LLP
                             SEARS TOWER, SUITE 5800
                             233 SOUTH WACKER DRIVE
                             CHICAGO, ILLINOIS 60606
                                 (312) 876-7700

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

================================================================================

                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
-------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>                   <C>                    <C>
                                           AMOUNT TO BE       PROPOSED MAXIMUM       PROPOSED MAXIMUM      AMOUNT OF
   TITLE OF EACH CLASS OF SECURITIES      REGISTERED(1)      OFFERING PRICE PER     AGGREGATE OFFERING    REGISTRATION
           TO BE REGISTERED                                      SECURITY(2)             PRICE(2)             FEE
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share      1,000,000              $22.10              $22,100,000           $2,800
-------------------------------------------------------------------------------------------------------------------------
</Table>
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate number of
     shares of common stock to be issuable pursuant to anti-dilution provisions
     contained in the Getty Realty Corp. 2004 Omnibus Incentive Compensation
     Plan.


(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) of the Securities Act of 1933, as amended,
     based upon the average of the high and low trading prices of the common
     stock on the New York Stock Exchange on May 17, 2004.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE


         In this registration statement, Getty Realty Corp. (which we refer to
as "the Company", "us", "our" or "we") has incorporated by reference certain
reports and other information we have filed, or will file, with the SEC. The
information incorporated by reference is an important part of this registration
statement, and information that we file later with the SEC will automatically
update and supersede this information. The following documents filed with the
SEC by us pursuant to the Securities Exchange Act of 1934 are incorporated
herein by reference until all of the securities covered hereby are sold or this
offering is terminated:

     o    our Annual Report on Form 10-K for the fiscal year ended December 31,
          2003;

     o    our Quarterly Report on Form 10-Q for the fiscal quarter ended March
          31, 2004;

     o    the description of our common stock contained in our Registration
          Statement on Form S-3 (File No. 333-63060);

     o    all other documents subsequently filed by us pursuant to Section
          13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
          post-effective amendment to this registration statement that indicates
          that all securities offered have been sold or that deregisters all
          securities that remain unsold, which shall be deemed to be a part
          hereof from the date of filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         Philip E. Coviello, a retired partner of the law firm of Latham &
Watkins LLP, counsel to the Company, is a member of the Board of Directors of
the Company.



                                       1
<PAGE>

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Maryland corporation. The Maryland General Corporation
Law (the "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 shareholders 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 charter of the
Company contains such a provision which eliminates such liability to the maximum
extent permitted by Maryland law.

         The charter of the Company authorizes it, 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. The bylaws of the Company obligate it, 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 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 service in that capacity.
The charter and 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 is made a party by reason of his 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 for
an adverse judgment in a suit by or in the right of the corporation or for a
judgment liability on the basis that personal benefit was improperly received,
unless in either case a court orders indemnification and then only for expenses.
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
good faith belief that he has met the standard of conduct necessary for
indemnification by the Company as authorized by the Bylaws, and (b) a written
undertaking by him or on his 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.


ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.



                                       2
<PAGE>
ITEM 8.           EXHIBITS
<Table>
<Caption>
  EXHIBIT
    NO.                         DESCRIPTION
------------     ---------------------------------------------------------------
<S>              <C>                                      <C>
    5.1          Opinion of Venable LLP                   Filed herewith.

    23.1         Consent of Independent Accountants       Filed herewith.

    23.2         Consent of Venable LLP                   (Contained in opinion
                                                          filed as Exhibit 5.1.)

    24           Power of Attorney                        Included on signature
                                                          page hereto.
</Table>


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;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the 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. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high and of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    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)(ii) and
                           (a)(1)(iii) shall not apply to information contained
                           in periodic reports filed by the registrant pursuant




                                       3
<PAGE>

                           to Section 13 or Section 15(d) of the Securities
                           Exchange Act of 1934 that are incorporated by
                           reference in this registration statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, 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 the purposes
of determining any liability under the Securities Act of 1933, each filing of
our annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 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 those securities at that time
shall be deemed to be the initial bona fide offering thereof.

         c. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the provisions described under Item 6 of this
registration statement, or otherwise (other than insurance), we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
those liabilities (other than the payment by us of expenses incurred or paid by
our director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by that director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether that
indemnification by us is against public policy as expressed in that Act and will
be governed by the final adjudication of that issue.



                                       4
<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
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 the City of Jericho, State of New York on May 20, 2004.

                                 GETTY REALTY CORP.

                                 By: /s/ Leo Liebowitz
                                     -----------------------------------

                                 Leo Liebowitz
                                 President and Chief Executive Officer


                                POWER OF ATTORNEY

                  Know All Men By These Presents, that each person whose
signature appears on the signature page to this Registration Statement
constitutes and appoints Leo Liebowitz, Thomas J. Stirnweis and Andrew M. Smith,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) 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, and grants unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done 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 attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause to
be done by virtue hereof.

                  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

By:  /s/ Leo Liebowitz                       By:  /s/ Thomas J. Stirnweis
-------------------------------------        -----------------------------------
Leo Liebowitz                                Thomas J. Stirnweis
President, Chief Executive                   Vice President, Treasurer and
  Officer and Director                         Chief Financial Officer
May 20, 2004                                 (Principal Financial and
                                             Accounting Officer)
By:  /s/ Milton Cooper                       May 20, 2004
-------------------------------------
Milton Cooper                                By:  /s/ Philip E. Coviello
Director                                     -----------------------------------
May 20, 2004                                 Philip E. Coviello
                                             Director
By:  /s/ Howard Safenowitz                   May 20, 2004
------------------------------------
Howard Safenowitz                            By:  /s/ Warren G. Wintrub
Director                                     -----------------------------------
May 20, 2004                                 Warren G. Wintrub
                                             Director
                                             May 20, 2004





                                      S-1
<PAGE>

                                  EXHIBIT INDEX

                               GETTY REALTY CORP.

  EXHIBIT
     NO.                            DESCRIPTION
-------------       ------------------------------------------------------------

    5.1             Opinion of Venable LLP           Filed herewith.

    23.1            Consent of Independent           Filed herewith.
                    Accountants

    23.2            Consent of Venable LLP           (Contained in opinion filed
                                                     as Exhibit 5.1.)

    24              Power of Attorney                Included on signature page
                                                     hereto.
[{"type": "S-8", "sequence": "1", "filename": "c85671sv8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21192}]
{"company-data": {"conformed-name": "GETTY REALTY CORP /MD/", "cik": "0001052752", "assigned-sic": "6500", "irs-number": "113412575", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115672", "film-number": "04820946"}, "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"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 20, 2004
                                                           REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                               GETTY REALTY CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            MARYLAND                                             11-3412575
(STATE OR OTHER JURISDICTION OF                               (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

                         125 JERICHO TURNPIKE, SUITE 103
                             JERICHO, NEW YORK 11753
                                  516-478-5400
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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

           GETTY REALTY CORP. 2004 OMNIBUS INCENTIVE COMPENSATION PLAN

                            (FULL TITLE OF THE PLAN)

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

                              ANDREW M. SMITH, ESQ.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               GETTY REALTY CORP.
                         125 JERICHO TURNPIKE, SUITE 103
                             JERICHO, NEW YORK 11753
                                  516-478-5400
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

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

                                    COPY TO:

                             MARC D. BASSEWITZ, ESQ.
                              LATHAM & WATKINS LLP
                             SEARS TOWER, SUITE 5800
                             233 SOUTH WACKER DRIVE
                             CHICAGO, ILLINOIS 60606
                                 (312) 876-7700

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

================================================================================

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
AMOUNT TO BE       PROPOSED MAXIMUM       PROPOSED MAXIMUM      AMOUNT OF
   TITLE OF EACH CLASS OF SECURITIES      REGISTERED(1)      OFFERING PRICE PER     AGGREGATE OFFERING    REGISTRATION
           TO BE REGISTERED                                      SECURITY(2)             PRICE(2)             FEE
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share      1,000,000              $22.10              $22,100,000           $2,800
-------------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate number of
     shares of common stock to be issuable pursuant to anti-dilution provisions
     contained in the Getty Realty Corp. 2004 Omnibus Incentive Compensation
     Plan.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) of the Securities Act of 1933, as amended,
     based upon the average of the high and low trading prices of the common
     stock on the New York Stock Exchange on May 17, 2004.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE

         In this registration statement, Getty Realty Corp. (which we refer to
as "the Company", "us", "our" or "we") has incorporated by reference certain
reports and other information we have filed, or will file, with the SEC. The
information incorporated by reference is an important part of this registration
statement, and information that we file later with the SEC will automatically
update and supersede this information. The following documents filed with the
SEC by us pursuant to the Securities Exchange Act of 1934 are incorporated
herein by reference until all of the securities covered hereby are sold or this
offering is terminated:

     o    our Annual Report on Form 10-K for the fiscal year ended December 31,
          2003;

     o    our Quarterly Report on Form 10-Q for the fiscal quarter ended March
          31, 2004;

     o    the description of our common stock contained in our Registration
          Statement on Form S-3 (File No. 333-63060);

     o    all other documents subsequently filed by us pursuant to Section
          13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
          post-effective amendment to this registration statement that indicates
          that all securities offered have been sold or that deregisters all
          securities that remain unsold, which shall be deemed to be a part
          hereof from the date of filing of such documents.

ITEM 4.           DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL

         Philip E. Coviello, a retired partner of the law firm of Latham &
Watkins LLP, counsel to the Company, is a member of the Board of Directors of
the Company.

                                       1
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is a Maryland corporation. The Maryland General Corporation
Law (the "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 shareholders 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 charter of the
Company contains such a provision which eliminates such liability to the maximum
extent permitted by Maryland law.

         The charter of the Company authorizes it, 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. The bylaws of the Company obligate it, 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 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 service in that capacity.
The charter and 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 is made a party by reason of his 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 for
an adverse judgment in a suit by or in the right of the corporation or for a
judgment liability on the basis that personal benefit was improperly received,
unless in either case a court orders indemnification and then only for expenses.
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
good faith belief that he has met the standard of conduct necessary for
indemnification by the Company as authorized by the Bylaws, and (b) a written
undertaking by him or on his 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.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       2
ITEM 8.           EXHIBITS
EXHIBIT
    NO.                         DESCRIPTION
------------     ---------------------------------------------------------------
5.1          Opinion of Venable LLP                   Filed herewith.

    23.1         Consent of Independent Accountants       Filed herewith.

    23.2         Consent of Venable LLP                   (Contained in opinion
                                                          filed as Exhibit 5.1.)

    24           Power of Attorney                        Included on signature
                                                          page hereto.
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;

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the 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. Notwithstanding the foregoing,
                                    any increase or decrease in volume of
                                    securities offered (if the total dollar
                                    value of securities offered would not exceed
                                    that which was registered) and any deviation
                                    from the low or high and of the estimated
                                    maximum offering range may be reflected in
                                    the form of prospectus filed with the
                                    Commission pursuant to Rule 424(b) if, in
                                    the aggregate, the changes in volume and
                                    price represent no more than 20 percent
                                    change in the maximum aggregate offering
                                    price set forth in the "Calculation of
                                    Registration Fee" table in the effective
                                    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)(ii) and
                           (a)(1)(iii) shall not apply to information contained
                           in periodic reports filed by the registrant pursuant

                                       3
to Section 13 or Section 15(d) of the Securities
                           Exchange Act of 1934 that are incorporated by
                           reference in this registration statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act of 1933, 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 the purposes
of determining any liability under the Securities Act of 1933, each filing of
our annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 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 those securities at that time
shall be deemed to be the initial bona fide offering thereof.

         c. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers and
controlling persons pursuant to the provisions described under Item 6 of this
registration statement, or otherwise (other than insurance), we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
those liabilities (other than the payment by us of expenses incurred or paid by
our director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by that director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether that
indemnification by us is against public policy as expressed in that Act and will
be governed by the final adjudication of that issue.

                                       4
SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
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 the City of Jericho, State of New York on May 20, 2004.

                                 GETTY REALTY CORP.

                                 By: /s/ Leo Liebowitz
                                     -----------------------------------

                                 Leo Liebowitz
                                 President and Chief Executive Officer

                                POWER OF ATTORNEY

                  Know All Men By These Presents, that each person whose
signature appears on the signature page to this Registration Statement
constitutes and appoints Leo Liebowitz, Thomas J. Stirnweis and Andrew M. Smith,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) 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, and grants unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done 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 attorneys-in-fact and
agents or any of them, or their or his substitutes, may lawfully do or cause to
be done by virtue hereof.

                  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

By:  /s/ Leo Liebowitz                       By:  /s/ Thomas J. Stirnweis
-------------------------------------        -----------------------------------
Leo Liebowitz                                Thomas J. Stirnweis
President, Chief Executive                   Vice President, Treasurer and
  Officer and Director                         Chief Financial Officer
May 20, 2004                                 (Principal Financial and
                                             Accounting Officer)
By:  /s/ Milton Cooper                       May 20, 2004
-------------------------------------
Milton Cooper                                By:  /s/ Philip E. Coviello
Director                                     -----------------------------------
May 20, 2004                                 Philip E. Coviello
                                             Director
By:  /s/ Howard Safenowitz                   May 20, 2004
------------------------------------
Howard Safenowitz                            By:  /s/ Warren G. Wintrub
Director                                     -----------------------------------
May 20, 2004                                 Warren G. Wintrub
                                             Director
                                             May 20, 2004

                                      S-1
EXHIBIT INDEX

                               GETTY REALTY CORP.

  EXHIBIT
     NO.                            DESCRIPTION
-------------       ------------------------------------------------------------

    5.1             Opinion of Venable LLP           Filed herewith.

    23.1            Consent of Independent           Filed herewith.
                    Accountants

    23.2            Consent of Venable LLP           (Contained in opinion filed
                                                     as Exhibit 5.1.)

    24              Power of Attorney                Included on signature page
                                                     hereto.