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:  November 21, 1997 
                                   ================= 
   
                      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 Number) 
   
         220 West Crest Street, Escondido, California  92025 
         =================================================== 
        (Address of principal executive offices)  (Zip Code) 
   
  Registrant's telephone number, including area code: (760)741-2111 
                                                      ============= 
   
                           Not Applicable 
                           ============== 
    (Former name or former address, if changes since last report) 
   
   
   
   
   
   
   
                                                             Page 1 
  
  <PAGE>
  ITEM 5.  OTHER EVENTS 
  ===================== 
   
  On November 13, 1997, an indemnification agreement was executed 
  between the Registrant and each executive officer of the 
  Registrant. 
   
  On November 13, 1997, an indemnification agreement was executed 
  between the Registrant and each director on the board of 
  directors of the Registrant. 
   
   
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS 
  ========================================== 
   
  The following exhibits are filed with this report. 
   
  <TABLE> 
  <CAPTION> 
  <S>             <C> 
  Exhibit No.     Description 
  -----------     ----------- 
   
  10.1            Form of indemnification agreement entered into  
                  between the Registrant and each executive officer  
                  of the Registrant 
   
  10.2            Form of indemnification agreement entered into  
                  between the Registrant and each director on the 
                  board of directors of the Registrant 
  </TABLE> 
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
                                                             Page 2 
  
  <PAGE>
                              SIGNATURE 
   
   
  Pursuant to the requirements of the Securities and 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 
   
  
  <TABLE)
  [S]                                      [C] 
  (Signature and Title)                    /s/ MICHAEL R. PFEIFFER 
  Date: November 21, 1997                  ------------------------ 
                                           Michael R. Pfeiffer 
                                           Senior Vice President, 
                                           General Counsel and 
                                           Secretary 
  [/TABLE] 
   
   
   
                            EXHIBIT INDEX 
   
   
   
  <TABLE> 
  <CAPTION> 
  Exhibit No.     Description                                  Page 
  ===========     ===========                                  ==== 
  <S>             <C>                                          <C> 
  10.1            Form of indemnification agreement entered 
                  into between the Registrant and each  
                  executive officer of the Registrant..........4-12 
   
  10.2            Form of indemnification agreement entered 
                  into between the Registrant and each
                  director on the board of directors of the
                  Registrant..................................13-22 
   
  </TABLE> 
   
   
   
   
   
   
   
   
   
   
   
                                                             Page 3
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4165}]
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": "97726439"}, "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:  November 21, 1997 
                                   ================= 
   
                      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 Number) 
   
         220 West Crest Street, Escondido, California  92025 
         =================================================== 
        (Address of principal executive offices)  (Zip Code) 
   
  Registrant's telephone number, including area code: (760)741-2111 
                                                      ============= 
   
                           Not Applicable 
                           ============== 
    (Former name or former address, if changes since last report) 
   
   
   
   
   
   
   
                                                             Page 1
  ITEM 5.  OTHER EVENTS 
  ===================== 
   
  On November 13, 1997, an indemnification agreement was executed 
  between the Registrant and each executive officer of the 
  Registrant. 
   
  On November 13, 1997, an indemnification agreement was executed 
  between the Registrant and each director on the board of 
  directors of the Registrant. 
   
   
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS 
  ========================================== 
   
  The following exhibits are filed with this report.
  Exhibit No.     Description 
  -----------     ----------- 
   
  10.1            Form of indemnification agreement entered into  
                  between the Registrant and each executive officer  
                  of the Registrant 
   
  10.2            Form of indemnification agreement entered into  
                  between the Registrant and each director on the 
                  board of directors of the Registrant
  Page 2
  SIGNATURE 
   
   
  Pursuant to the requirements of the Securities and 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
  Exhibit No.     Description                                  Page 
  ===========     ===========                                  ====
  10.1            Form of indemnification agreement entered 
                  into between the Registrant and each  
                  executive officer of the Registrant..........4-12 
   
  10.2            Form of indemnification agreement entered 
                  into between the Registrant and each
                  director on the board of directors of the
                  Registrant..................................13-22 
   
   
   
   
   
   
   
   
   
   
   
   
   
                                                             Page 3