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:  February 23, 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
  <PAGE>
  ITEM 5.  OTHER EVENTS
  =====================
  
  Realty Income Corporation (the "Company") is filing this Current 
  Report on Form 8-K in connection with the issuance of 751,174 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 February 18, 1998,
                  between the Company and A.G. Edwards & Sons, Inc.
  
    5.1           Opinion of Ballard Spahr Andrews & Ingersoll regarding 
                  the legality of Securities to be issued  
  
    23.1          Consent of Ballard Spahr Andrews & Ingersoll 
                  (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: February 23, 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
                  February 23, 1998 between the Company 
                  and A.G. Edwards & Sons, Inc
  
    5.1           Opinion of Ballard Spahr Andrews & Ingersoll
                  regarding the legality of Securities to be
                  issued
  
    23.1          Consent of Ballard Spahr Andrews & Ingersoll 
                  (contained in the opinion filed as Exhibit 5.1 
                  hereto)
  
  </TABLE>
  
  
  
  
  
  
  
  
                                                             Page 3
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4622}]
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": "98547876"}, "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:  February 23, 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 751,174 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 February 18, 1998,
                  between the Company and A.G. Edwards & Sons, Inc.
  
    5.1           Opinion of Ballard Spahr Andrews & Ingersoll regarding 
                  the legality of Securities to be issued  
  
    23.1          Consent of Ballard Spahr Andrews & Ingersoll 
                  (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: February 23, 1998                  ------------------------
                                           Michael R. Pfeiffer
                                           Senior Vice President,
                                           General Counsel and
                                           Secretary
  EXHIBIT INDEX
                            =============
  Sequentially
  Exhibit No.     Description                              Numbered Page
  ===========     ===========                              =============
  1.1           Underwriting Agreement, dated
                  February 23, 1998 between the Company 
                  and A.G. Edwards & Sons, Inc
  
    5.1           Opinion of Ballard Spahr Andrews & Ingersoll
                  regarding the legality of Securities to be
                  issued
  
    23.1          Consent of Ballard Spahr Andrews & Ingersoll 
                  (contained in the opinion filed as Exhibit 5.1 
                  hereto)
  Page 3