content: <PAGE>
                            UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION 
                       Washington, D.C.  20549 
  
                               -------
  
                              Form 8-K 
  
                           CURRENT REPORT
  
  
               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934 
  
  
  
  
  Date of report (Date of earliest event reported):   June 29, 1998
  
  
                      REALTY INCOME CORPORATION
       (Exact name of registrant as specified in its charter)
  
                              Maryland
                       ------------------------
                       (State of Incorporation)
  
                               1-13318
                      -----------------------
                      (Commission File Number)
  
                             33-0580106
                  ---------------------------------
                  (IRS Employer Identification No.)
  
          220 West Crest Street, Escondido, California 92025
          --------------------------------------------------
          (Address of principal executive offices) (Zip Code)
  
                           (760) 741-2111
         ----------------------------------------------------
         (Registrant's telephone number, including area code)
  
                           Not Applicable
    -------------------------------------------------------------
    (former name or former address, if changed since last report)
  
  
  
  
  <PAGE>
  Item 5.   OTHER EVENTS.
  
       On June 10, 1998 the Board of Directors of Realty Income 
  Corporation (the "Company") adopted a Stockholder Rights Plan.
  
       In connection with the Rights Plan, the Board of Directors 
  of the Company declared a dividend of one preferred share 
  purchase right (the "Rights") for each outstanding share of 
  common stock, par value $1.00 per share (the "Common Shares"), of 
  the Company outstanding at the close of business on July 1, 1998 
  (the "Record Date").  Each Right will entitle the registered 
  holder thereof, after the Rights become exercisable and until 
  July 1, 2008 (or the earlier redemption, exchange or termination 
  of the Rights), to purchase from the Company one one-hundredth 
  (1/100th) of a share of Class A Junior Participating Preferred 
  Stock, par value $1.00 per share (the "Preferred Shares"), at a 
  price of $104.50 per one hundredth (1/100th) of a Preferred 
  Share, subject to certain anti-dilution adjustments (the 
  "Purchase Price").  Until the earlier to occur of (i) ten (10) 
  days following a public announcement that a person or group of 
  affiliated or associated persons has acquired, or obtained the 
  right to acquire, beneficial ownership of 15% or more of the 
  Common Shares (an "Acquiring Person") or (ii) ten (10) business 
  days (or such later date as may be determined by action of the 
  Board of Directors prior to such time as any person or group of 
  affiliated persons becomes an Acquiring Person) following the 
  commencement or announcement of an intention to make a tender 
  offer or exchange offer the consummation of which would result in 
  the beneficial ownership by a person or group of 15% or more of 
  the Common Shares (the earlier of (i) and (ii) being called the 
  "Distribution Date"), the Rights will be evidenced, with respect 
  to any of the Common Share certificates outstanding as of the 
  Record Date, by such Common Share certificate.  The Rights will 
  be transferred with and only with the Common Shares until the 
  Distribution Date or earlier redemption or expiration of the 
  Rights.  As soon as practicable following the Distribution Date, 
  separate certificates evidencing the Rights ("Right 
  Certificates") will be mailed to holders of record of the Common 
  Shares as of the close of business on the Distribution Date and 
  such separate Right Certificates alone will evidence the Rights.  
  The Rights will at no time have any voting rights.
  
       Each Preferred Share purchasable upon exercise of the Rights 
  will be entitled, when, as and if declared, to a minimum 
  preferential quarterly dividend payment of $1.00 per share but 
  will be entitled to an aggregate dividend of 100 times the 
  dividend, if any, declared per Common Share.  In the event of 
  liquidation, dissolution or winding up of the Company, the 
  holders of the Preferred Shares will be entitled to a 
  preferential liquidation payment of $100 per share plus any 
  accrued but unpaid dividends but will be entitled to an aggregate 
  payment of 100 times the payment made per Common Share.  Each 
  Preferred Share will have 100 votes and will vote together with 
  the Common Shares.  Finally, in the event of any merger, 
  consolidation or other transaction in which Common Shares are 
  exchanged, each Preferred Share will be entitled to receive 100 
  times the amount received per Common Share.  Preferred Shares 
  will not be redeemable.  These Rights are protected by customary 
  anti-dilution provisions.  Because of the nature of the Preferred 
  Share's dividend, liquidation and voting rights, the value of one 
  one-hundredth of a Preferred Share purchasable upon exercise of 
  each Right should approximate the value of one Common Share.
  
       In the event that a Person becomes an Acquiring Person or if 
  the Company were the surviving corporation in a merger with an 
  Acquiring Person or any affiliate or associate of an Acquiring 
  Person and the Common Shares were not changed or exchanged, each 
  holder of a Right, other than Rights that are or were acquired or 
  beneficially owned by the Acquiring Person (which Rights will 
  thereafter be void), will thereafter have the right to receive 
  upon exercise that number of Common Shares having a market value 
  of two times the then current Purchase Price of one Right.  In 
  the event that, after a person has become an Acquiring Person, 
  the Company were acquired in a merger or other business 
  combination transaction or more than 50% of its assets or earning 
  power were sold, proper provision shall be made so that each 
  holder of a Right shall thereafter have the right to receive, 
  upon the exercise thereof at the then current Purchase Price of 
  the Right, that number of shares of common stock of the acquiring 
  company which at the time of such transaction would have a market 
  value of two times the then current Purchase Price of one Right.
  
       At any time after a Person becomes an Acquiring Person and 
  prior to the earlier of one of the events described in the last 
  sentence in the previous paragraph or the acquisition by such 
  Acquiring Person of 50% or more of the then outstanding Common 
  Shares, the Board of Directors may cause the Company to exchange 
  the Rights (other than Rights owned by an Acquiring Person which 
  have become void), in whole or in part, for that number of Common 
  Shares having an aggregate value equal to the Spread (the excess 
  of the value of the Adjustment Shares issuable upon the exercise 
  of a Right over the Purchase Price) per Right (subject to 
  adjustment).
  
       The Rights may be redeemed in whole, but not in part, at a 
  price of $.01 per Right (the "Redemption Price") by the Board of 
  Directors at any time prior to the time that an Acquiring Person 
  has become such.  The redemption of the Rights may be made 
  effective at such time, on such basis and with such conditions as 
  the Board of Directors in its sole discretion may establish. 
  Immediately upon any redemption of the Rights, the right to 
  exercise the Rights will terminate and the only right of the 
  holders of Rights will be to receive the Redemption Price.
  
       The Rights will expire on July 1, 2008 (unless earlier 
  redeemed, exchanged or terminated).  The Bank of New York is the 
  Rights Agent.
  
       The Purchase Price payable, and the number of one one-
  hundredths of a Preferred Share or other securities or property 
  issuable, upon exercise of the Rights are subject to adjustment 
  from time to time to prevent dilution (i) in the event of a stock 
  dividend on, or a subdivision, combination or reclassification 
  of, the Preferred Shares, (ii) upon the grant to holders of the 
  Preferred Shares of certain rights, options or warrants to 
  subscribe for or purchase Preferred Shares or convertible 
  securities at less than the current market price of the Preferred 
  Shares or (iii) upon the distribution to holders of the Preferred 
  Shares of evidences of indebtedness, cash, securities or assets 
  (excluding regular periodic cash dividends at a rate not in 
  excess of 125% of the rate of the last regular periodic cash 
  dividend theretofore paid or, in case regular periodic cash 
  dividends have not theretofore been paid, at a rate not in excess 
  of 50% of the average net income per share of the Company for the 
  four quarters ended immediately prior to the payment of such 
  dividend, or dividends payable in Preferred Shares (which 
  dividends will be subject to the adjustment described in clause 
  (i) above)) or of convertible securities, subscription rights or 
  warrants (other than those referred to above).
  
       Until a Right is exercised, the holder thereof, as such, 
  will have no rights as a stockholder of the Company beyond those 
  as an existing stockholder, including, without limitation, the 
  right to vote or to receive dividends.
  
       Any of the provisions of the Rights Agreement dated as of 
  June 25, 1998 between the Company and the Rights Agent (the 
  "Rights Agreement") may be amended by the Board of Directors of 
  the Company for so long as the Rights are then redeemable, and 
  after the Rights are no longer redeemable, the Company may amend 
  or supplement the Rights Agreement in any manner that does not 
  adversely affect the interests of the holder of the Rights.
  
       One Right will be distributed to stockholders of the Company 
  for each Common Share owned of record by them on July 1, 1998.  
  As long as the Rights are attached to the Common Shares, the 
  Company will issue one Right with each new Common Share so that 
  all such shares will have attached Rights.  The Company has 
  agreed that, from and after the Distribution Date, the Company 
  will reserve 1,000,000 Preferred Shares initially for issuance 
  upon exercise of the Rights.
  
       The rights are designed to assure that all of the Company's 
  stockholders receive fair and equal treatment in the event of any 
  proposed takeover of the Company and to guard against partial 
  tender offers, open market accumulations and other abusive 
  tactics to gain control of the Company without paying all 
  stockholders a control premium.  The Rights will cause 
  substantial dilution to a person or group that acquires 15% or 
  more of the Company's stock on terms not approved by the 
  Company's Board of Directors.  The Rights should not interfere 
  with any merger or other business combination approved by the 
  Board of Directors at any time prior to the first date that a 
  Person or group has become an Acquiring Person.
  
       The Rights Agreement specifying the terms of the Rights and 
  the text of the press release announcing the declaration of the 
  Rights, are incorporated herein by reference as exhibits to this 
  Current Report.  The foregoing description of the Rights is 
  qualified in its entirety by reference to such exhibits.
  
  Item 7.   EXHIBITS.
  
  4.1       Rights Agreement, dated as of June 25, 1998, between 
            Realty Income Corporation and The Bank of New York, 
            which includes the form of Articles Supplementary of 
            the Class A Junior Participating Preferred Stock of 
            Realty Income Corporation as Exhibit A, the form of 
            Right Certificate as Exhibit B and the Summary of 
            Rights to Purchase Preferred Shares as Exhibit C. (F1)
  
  99.1      Text of Press Release, dated June 11, 1998. (F1)
  
  
  (F1)      Previously filed as an exhibit to the Company's 
  registration statement on Form 8-A dated June 26, 1998, and 
  incorporated herein by reference.
  
  <PAGE>
                              SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act 
  of 1934, the registrant has duly caused this report to be signed 
  on its behalf by the undersigned hereunto duly authorized.
  
  
                                REALTY INCOME CORPORATION
  
  
  
  Dated:  June 29, 1998          By  /S/Michael R. Pfeiffer
                                    ----------------------
                                    Name:  Michael R. Pfeiffer
                                    Title: Senior Vice President
                                            and General Counsel
  
  <PAGE>
                            EXHIBIT INDEX 
  
  4.1  Rights Agreement, dated as of June 25, 1998, between Realty 
       Income Corporation and The Bank of New York, which includes 
       the form of Articles Supplementary of the Class A Junior 
       Participating Preferred Stock of Realty Income Corporation 
       as Exhibit A, the form of Right Certificate as Exhibit B and 
       the Summary of Rights to Purchase Preferred Shares as 
       Exhibit C. (F1)
  
  99.1 Text of Press Release, dated June 11, 1998. (F1)
  
  (F1)     Previously filed as an exhibit to the Company's 
  registration statement on Form 8-A dated June 26, 1998, and 
  incorporated herein by reference.
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 13161}]
metadata_filer: {"company-data": {"conformed-name": "REALTY INCOME CORP", "cik": "0000726728", "assigned-sic": "6798", "irs-number": "330580106", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13374", "film-number": "98656248"}, "business-address": {"street1": "220 W CREST ST", "city": "ESCONDIDO", "state": "CA", "zip": "92025-1707", "phone": "6197412111"}, "mail-address": {"street1": "220 WEST CREST ST", "city": "ESCONDIDO", "state": "CA", "zip": "92025-1707"}}
text: UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION 
                       Washington, D.C.  20549 
  
                               -------
  
                              Form 8-K 
  
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the
                   Securities Exchange Act of 1934 
  
  Date of report (Date of earliest event reported):   June 29, 1998
  
                      REALTY INCOME CORPORATION
       (Exact name of registrant as specified in its charter)
  
                              Maryland
                       ------------------------
                       (State of Incorporation)
  
                               1-13318
                      -----------------------
                      (Commission File Number)
  
                             33-0580106
                  ---------------------------------
                  (IRS Employer Identification No.)
  
          220 West Crest Street, Escondido, California 92025
          --------------------------------------------------
          (Address of principal executive offices) (Zip Code)
  
                           (760) 741-2111
         ----------------------------------------------------
         (Registrant's telephone number, including area code)
  
                           Not Applicable
    -------------------------------------------------------------
    (former name or former address, if changed since last report)
  Item 5.   OTHER EVENTS.
  
       On June 10, 1998 the Board of Directors of Realty Income 
  Corporation (the "Company") adopted a Stockholder Rights Plan.
  
       In connection with the Rights Plan, the Board of Directors 
  of the Company declared a dividend of one preferred share 
  purchase right (the "Rights") for each outstanding share of 
  common stock, par value $1.00 per share (the "Common Shares"), of 
  the Company outstanding at the close of business on July 1, 1998 
  (the "Record Date").  Each Right will entitle the registered 
  holder thereof, after the Rights become exercisable and until 
  July 1, 2008 (or the earlier redemption, exchange or termination 
  of the Rights), to purchase from the Company one one-hundredth 
  (1/100th) of a share of Class A Junior Participating Preferred 
  Stock, par value $1.00 per share (the "Preferred Shares"), at a 
  price of $104.50 per one hundredth (1/100th) of a Preferred 
  Share, subject to certain anti-dilution adjustments (the 
  "Purchase Price").  Until the earlier to occur of (i) ten (10) 
  days following a public announcement that a person or group of 
  affiliated or associated persons has acquired, or obtained the 
  right to acquire, beneficial ownership of 15% or more of the 
  Common Shares (an "Acquiring Person") or (ii) ten (10) business 
  days (or such later date as may be determined by action of the 
  Board of Directors prior to such time as any person or group of 
  affiliated persons becomes an Acquiring Person) following the 
  commencement or announcement of an intention to make a tender 
  offer or exchange offer the consummation of which would result in 
  the beneficial ownership by a person or group of 15% or more of 
  the Common Shares (the earlier of (i) and (ii) being called the 
  "Distribution Date"), the Rights will be evidenced, with respect 
  to any of the Common Share certificates outstanding as of the 
  Record Date, by such Common Share certificate.  The Rights will 
  be transferred with and only with the Common Shares until the 
  Distribution Date or earlier redemption or expiration of the 
  Rights.  As soon as practicable following the Distribution Date, 
  separate certificates evidencing the Rights ("Right 
  Certificates") will be mailed to holders of record of the Common 
  Shares as of the close of business on the Distribution Date and 
  such separate Right Certificates alone will evidence the Rights.  
  The Rights will at no time have any voting rights.
  
       Each Preferred Share purchasable upon exercise of the Rights 
  will be entitled, when, as and if declared, to a minimum 
  preferential quarterly dividend payment of $1.00 per share but 
  will be entitled to an aggregate dividend of 100 times the 
  dividend, if any, declared per Common Share.  In the event of 
  liquidation, dissolution or winding up of the Company, the 
  holders of the Preferred Shares will be entitled to a 
  preferential liquidation payment of $100 per share plus any 
  accrued but unpaid dividends but will be entitled to an aggregate 
  payment of 100 times the payment made per Common Share.  Each 
  Preferred Share will have 100 votes and will vote together with 
  the Common Shares.  Finally, in the event of any merger, 
  consolidation or other transaction in which Common Shares are 
  exchanged, each Preferred Share will be entitled to receive 100 
  times the amount received per Common Share.  Preferred Shares 
  will not be redeemable.  These Rights are protected by customary 
  anti-dilution provisions.  Because of the nature of the Preferred 
  Share's dividend, liquidation and voting rights, the value of one 
  one-hundredth of a Preferred Share purchasable upon exercise of 
  each Right should approximate the value of one Common Share.
  
       In the event that a Person becomes an Acquiring Person or if 
  the Company were the surviving corporation in a merger with an 
  Acquiring Person or any affiliate or associate of an Acquiring 
  Person and the Common Shares were not changed or exchanged, each 
  holder of a Right, other than Rights that are or were acquired or 
  beneficially owned by the Acquiring Person (which Rights will 
  thereafter be void), will thereafter have the right to receive 
  upon exercise that number of Common Shares having a market value 
  of two times the then current Purchase Price of one Right.  In 
  the event that, after a person has become an Acquiring Person, 
  the Company were acquired in a merger or other business 
  combination transaction or more than 50% of its assets or earning 
  power were sold, proper provision shall be made so that each 
  holder of a Right shall thereafter have the right to receive, 
  upon the exercise thereof at the then current Purchase Price of 
  the Right, that number of shares of common stock of the acquiring 
  company which at the time of such transaction would have a market 
  value of two times the then current Purchase Price of one Right.
  
       At any time after a Person becomes an Acquiring Person and 
  prior to the earlier of one of the events described in the last 
  sentence in the previous paragraph or the acquisition by such 
  Acquiring Person of 50% or more of the then outstanding Common 
  Shares, the Board of Directors may cause the Company to exchange 
  the Rights (other than Rights owned by an Acquiring Person which 
  have become void), in whole or in part, for that number of Common 
  Shares having an aggregate value equal to the Spread (the excess 
  of the value of the Adjustment Shares issuable upon the exercise 
  of a Right over the Purchase Price) per Right (subject to 
  adjustment).
  
       The Rights may be redeemed in whole, but not in part, at a 
  price of $.01 per Right (the "Redemption Price") by the Board of 
  Directors at any time prior to the time that an Acquiring Person 
  has become such.  The redemption of the Rights may be made 
  effective at such time, on such basis and with such conditions as 
  the Board of Directors in its sole discretion may establish. 
  Immediately upon any redemption of the Rights, the right to 
  exercise the Rights will terminate and the only right of the 
  holders of Rights will be to receive the Redemption Price.
  
       The Rights will expire on July 1, 2008 (unless earlier 
  redeemed, exchanged or terminated).  The Bank of New York is the 
  Rights Agent.
  
       The Purchase Price payable, and the number of one one-
  hundredths of a Preferred Share or other securities or property 
  issuable, upon exercise of the Rights are subject to adjustment 
  from time to time to prevent dilution (i) in the event of a stock 
  dividend on, or a subdivision, combination or reclassification 
  of, the Preferred Shares, (ii) upon the grant to holders of the 
  Preferred Shares of certain rights, options or warrants to 
  subscribe for or purchase Preferred Shares or convertible 
  securities at less than the current market price of the Preferred 
  Shares or (iii) upon the distribution to holders of the Preferred 
  Shares of evidences of indebtedness, cash, securities or assets 
  (excluding regular periodic cash dividends at a rate not in 
  excess of 125% of the rate of the last regular periodic cash 
  dividend theretofore paid or, in case regular periodic cash 
  dividends have not theretofore been paid, at a rate not in excess 
  of 50% of the average net income per share of the Company for the 
  four quarters ended immediately prior to the payment of such 
  dividend, or dividends payable in Preferred Shares (which 
  dividends will be subject to the adjustment described in clause 
  (i) above)) or of convertible securities, subscription rights or 
  warrants (other than those referred to above).
  
       Until a Right is exercised, the holder thereof, as such, 
  will have no rights as a stockholder of the Company beyond those 
  as an existing stockholder, including, without limitation, the 
  right to vote or to receive dividends.
  
       Any of the provisions of the Rights Agreement dated as of 
  June 25, 1998 between the Company and the Rights Agent (the 
  "Rights Agreement") may be amended by the Board of Directors of 
  the Company for so long as the Rights are then redeemable, and 
  after the Rights are no longer redeemable, the Company may amend 
  or supplement the Rights Agreement in any manner that does not 
  adversely affect the interests of the holder of the Rights.
  
       One Right will be distributed to stockholders of the Company 
  for each Common Share owned of record by them on July 1, 1998.  
  As long as the Rights are attached to the Common Shares, the 
  Company will issue one Right with each new Common Share so that 
  all such shares will have attached Rights.  The Company has 
  agreed that, from and after the Distribution Date, the Company 
  will reserve 1,000,000 Preferred Shares initially for issuance 
  upon exercise of the Rights.
  
       The rights are designed to assure that all of the Company's 
  stockholders receive fair and equal treatment in the event of any 
  proposed takeover of the Company and to guard against partial 
  tender offers, open market accumulations and other abusive 
  tactics to gain control of the Company without paying all 
  stockholders a control premium.  The Rights will cause 
  substantial dilution to a person or group that acquires 15% or 
  more of the Company's stock on terms not approved by the 
  Company's Board of Directors.  The Rights should not interfere 
  with any merger or other business combination approved by the 
  Board of Directors at any time prior to the first date that a 
  Person or group has become an Acquiring Person.
  
       The Rights Agreement specifying the terms of the Rights and 
  the text of the press release announcing the declaration of the 
  Rights, are incorporated herein by reference as exhibits to this 
  Current Report.  The foregoing description of the Rights is 
  qualified in its entirety by reference to such exhibits.
  
  Item 7.   EXHIBITS.
  
  4.1       Rights Agreement, dated as of June 25, 1998, between 
            Realty Income Corporation and The Bank of New York, 
            which includes the form of Articles Supplementary of 
            the Class A Junior Participating Preferred Stock of 
            Realty Income Corporation as Exhibit A, the form of 
            Right Certificate as Exhibit B and the Summary of 
            Rights to Purchase Preferred Shares as Exhibit C. (F1)
  
  99.1      Text of Press Release, dated June 11, 1998. (F1)
  
  (F1)      Previously filed as an exhibit to the Company's 
  registration statement on Form 8-A dated June 26, 1998, and 
  incorporated herein by reference.
  SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act 
  of 1934, the registrant has duly caused this report to be signed 
  on its behalf by the undersigned hereunto duly authorized.
  
                                REALTY INCOME CORPORATION
  
  Dated:  June 29, 1998          By  /S/Michael R. Pfeiffer
                                    ----------------------
                                    Name:  Michael R. Pfeiffer
                                    Title: Senior Vice President
                                            and General Counsel
  EXHIBIT INDEX 
  
  4.1  Rights Agreement, dated as of June 25, 1998, between Realty 
       Income Corporation and The Bank of New York, which includes 
       the form of Articles Supplementary of the Class A Junior 
       Participating Preferred Stock of Realty Income Corporation 
       as Exhibit A, the form of Right Certificate as Exhibit B and 
       the Summary of Rights to Purchase Preferred Shares as 
       Exhibit C. (F1)
  
  99.1 Text of Press Release, dated June 11, 1998. (F1)
  
  (F1)     Previously filed as an exhibit to the Company's 
  registration statement on Form 8-A dated June 26, 1998, and 
  incorporated herein by reference.