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:  March 30, 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 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)
  
  
  
  
  
                                    Exhibit Index Located on Page 3
  
  
  
                                                             Page 1
  
  
  ITEM 5.  OTHER EVENTS
  =====================
  
  Realty Income Corporation (the "Company") is filing this Current
  Report on Form 8-K in connection with the issuance of 372,093
  shares of Common Stock, par value $1.00 per share, under the
  Company's shelf registration statement on Form S-3 (File No. 333-
  34311), effective September 16, 1997 (the "Registration
  Statement").  The exhibits listed below are being filed herewith
  in lieu of filing them as exhibit to the Registration Statement,
  and, since this Form 8-K filing is incorporated by reference in
  the Registration Statement, such exhibits are set forth in full
  in the Registration Statement.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  ==========================================
  
  The following exhibits are filed with this report.
  
  <TABLE>
  <CAPTION>
  <S>             <C>
  Exhibit No.     Description
  -----------     -----------
  
    1.1           Underwriting Agreement, dated March 25, 1998,
                  between the Company and EVEREN Securities, Inc.
  
    5.1           Opinion of Ballard Spahr Andrews & Ingersoll, LLP
                  regarding the legality of Securities to be issued
  
    23.1          Consent of Ballard Spahr Andrews & Ingersoll, LLP
                  (contained in the opinion filed as Exhibit 5.1
                  hereto)
  </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>
                                           /s/ MICHAEL R. PFEIFFER
  Date:  March 30, 1998                    ------------------------
                                           Michael R. Pfeiffer
                                           Senior Vice President,
                                           General Counsel and
                                           Secretary
  </TABLE>
  
  
  
                            EXHIBIT INDEX
                            =============
  
  
  <TABLE>
  <CAPTION>
                                                       Sequentially
  Exhibit No.     Description                         Numbered Page
  ============    ===========                         =============
  <S>             <C>                                          <C>
    1.1           Underwriting Agreement, dated
                  March 25, 1998 between the Company
                  and EVEREN Securities, Inc.
  
    5.1           Opinion of Ballard Spahr Andrews & Ingersoll, LLP
                  regarding the legality of Securities to be
                  issued
  
    23.1          Consent of Ballard Spahr Andrews & Ingersoll, LLP
                  (contained in the opinion filed as Exhibit 5.1
                  hereto)
  
  </TABLE>
  
  
  
  
  
  
  
  
                                                             Page 3
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4606}]
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": "98580984"}, "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:  March 30, 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 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)
  
                                    Exhibit Index Located on Page 3
  
                                                             Page 1
  
  ITEM 5.  OTHER EVENTS
  =====================
  
  Realty Income Corporation (the "Company") is filing this Current
  Report on Form 8-K in connection with the issuance of 372,093
  shares of Common Stock, par value $1.00 per share, under the
  Company's shelf registration statement on Form S-3 (File No. 333-
  34311), effective September 16, 1997 (the "Registration
  Statement").  The exhibits listed below are being filed herewith
  in lieu of filing them as exhibit to the Registration Statement,
  and, since this Form 8-K filing is incorporated by reference in
  the Registration Statement, such exhibits are set forth in full
  in the Registration Statement.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  ==========================================
  
  The following exhibits are filed with this report.
  Exhibit No.     Description
  -----------     -----------
  
    1.1           Underwriting Agreement, dated March 25, 1998,
                  between the Company and EVEREN Securities, Inc.
  
    5.1           Opinion of Ballard Spahr Andrews & Ingersoll, LLP
                  regarding the legality of Securities to be issued
  
    23.1          Consent of Ballard Spahr Andrews & Ingersoll, LLP
                  (contained in the opinion filed as Exhibit 5.1
                  hereto)
  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
  /s/ MICHAEL R. PFEIFFER
  Date:  March 30, 1998                    ------------------------
                                           Michael R. Pfeiffer
                                           Senior Vice President,
                                           General Counsel and
                                           Secretary
  EXHIBIT INDEX
                            =============
  Sequentially
  Exhibit No.     Description                         Numbered Page
  ============    ===========                         =============
  1.1           Underwriting Agreement, dated
                  March 25, 1998 between the Company
                  and EVEREN Securities, Inc.
  
    5.1           Opinion of Ballard Spahr Andrews & Ingersoll, LLP
                  regarding the legality of Securities to be
                  issued
  
    23.1          Consent of Ballard Spahr Andrews & Ingersoll, LLP
                  (contained in the opinion filed as Exhibit 5.1
                  hereto)
  Page 3