content: <PAGE>
  
  
                            UNITED STATES
  
                  SECURITIES AND EXCHANGE COMMISSION
  
                        Washington, DC  20549
  
  
                              FORM 8-K
  
                           CURRENT REPORT
  
  
  
               Pursuant to Section 13 or 15(d) of the 
  
                   Securities Exchange Act of 1934
  
  
  
                  Date of report:  January 21, 1999
  
                      REALTY INCOME CORPORATION
                      -------------------------
        (Exact name of registrant as specified in its charter)
  
  
     Maryland               1-13318                 33-0580106
     --------               -------                 ----------
    (State of      (Commission File Number)       (IRS Employer
  Incorporation)                               Identification No.)
  
  
          220 West Crest Street, Escondido, California 92025
         (Address of principal executive offices) (Zip Code)
  
  
                         (760) 741-740-2111
                         ------------------
         (Registrant's telephone number, including area code)
  
  
                                 None
                                 ----
     (former name or former address, if changed since last report)
  
  
  
  
  
  
  
  <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 $20,000,000 principal amount of 8% Notes due January 15, 2009 
  (the "Notes"), pursuant to the shelf registration statement on 
  Form S-3 under the Securities Act of 1933, as amended (the "1933 
  Act"), filed with the Securities and Exchange Commission (the 
  "Commission") on August 25, 1997 (File No. 333-34311), as 
  amended by Amendment No. 1 filed with the Commission on 
  September 16, 1997 (as so amended, the "Registration 
  Statement").  The exhibits listed below are being listed 
  herewith in lieu of filing them as an exhibit to the 
  Registration Statement, and, since this form is incorporated by 
  reference in the Registration Statement, such exhibits are set 
  forth in full in the Registration Statement.
  
  Item 7.   Exhibits.
            --------
  
  1.1       Purchase Agreement, dated January 15, 1999, between 
            Donaldson, Lufkin & Jenrette Securities Corporation 
            (as Representative of the Underwriter named on 
            Schedule A thereto), and the Company.
  
  4.1       Form of Indenture dated as of October 28, 1998 between 
            the Company and The Bank of New York (filed as an 
            exhibit to Realty Income's Form 8-K, filed on 
            October 28, 1998 and incorporated herein by 
            reference).
  
  4.2       Pricing Committee Resolutions and Form of 8% Note due 
            2009.
  
  5.1       Opinion of Latham & Watkins.
  
  5.2       Opinion of Ballard Spahr Andrews and Ingersoll
  
  23.1      Consent of Latham & Watkins (contained in the opinion 
            filed as Exhibit 5.1 hereto).
  
  23.2      Consent of Ballard Spahr Andrews & Ingersoll 
            (contained in the opinion filed as Exhibit 5.2 
            hereto).
  
  
  
  
  
  
  
  
  
  <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.
  
  Dated:  January 21, 1999
                               REALTY INCOME CORPORATION
  
  
  
                           By:   /s/ Michael R. Pfeiffer, Esq. 
                                 -----------------------------
                                 Name:   Michael R. Pfeiffer, Esq.
                                 Title:  Senior Vice President,
                                         General Counsel and 
                                         Secretary
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
                            EXHIBIT INDEX
  
  
  Exhibit No.   Description
  ----------    -----------
  
  1.1           Purchase Agreement, dated January 15, 1999, 
                between Donaldson, Lufkin & Jenrette Securities 
                Corporation (as Representative of the Underwriter 
                named on Schedule A thereto), and the Company.
  
  4.1           Form of Indenture dated as of October 28, 1998 
                between the Company and The Bank of New York 
                (filed as an exhibit to Realty Income's Form 8-K, 
                filed on October 28, 1998 and incorporated herein 
                by reference).
  
  4.2           Pricing Committee Resolutions and Form of 8% Note 
                due 2009.
  
  5.1           Opinion of Latham & Watkins.
  
  5.2           Opinion of Ballard Spahr Andrews and Ingersoll
  
  23.1          Consent of Latham & Watkins (contained in the 
                opinion filed as Exhibit 5.1 hereto).
  
  23.2          Consent of Ballard Spahr Andrews & Ingersoll 
                (contained in the opinion filed as Exhibit 5.2 
                hereto).
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 4900}]
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": "99509605"}, "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, DC  20549
  
                              FORM 8-K
  
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the 
  
                   Securities Exchange Act of 1934
  
                  Date of report:  January 21, 1999
  
                      REALTY INCOME CORPORATION
                      -------------------------
        (Exact name of registrant as specified in its charter)
  
     Maryland               1-13318                 33-0580106
     --------               -------                 ----------
    (State of      (Commission File Number)       (IRS Employer
  Incorporation)                               Identification No.)
  
          220 West Crest Street, Escondido, California 92025
         (Address of principal executive offices) (Zip Code)
  
                         (760) 741-740-2111
                         ------------------
         (Registrant's telephone number, including area code)
  
                                 None
                                 ----
     (former name or former address, if changed since last report)
  Item 5.   Other Events.
            ------------
  
            Realty Income Corporation (the "Company") is filing 
  this Current Report on Form 8-K in connection with the issuance 
  of $20,000,000 principal amount of 8% Notes due January 15, 2009 
  (the "Notes"), pursuant to the shelf registration statement on 
  Form S-3 under the Securities Act of 1933, as amended (the "1933 
  Act"), filed with the Securities and Exchange Commission (the 
  "Commission") on August 25, 1997 (File No. 333-34311), as 
  amended by Amendment No. 1 filed with the Commission on 
  September 16, 1997 (as so amended, the "Registration 
  Statement").  The exhibits listed below are being listed 
  herewith in lieu of filing them as an exhibit to the 
  Registration Statement, and, since this form is incorporated by 
  reference in the Registration Statement, such exhibits are set 
  forth in full in the Registration Statement.
  
  Item 7.   Exhibits.
            --------
  
  1.1       Purchase Agreement, dated January 15, 1999, between 
            Donaldson, Lufkin & Jenrette Securities Corporation 
            (as Representative of the Underwriter named on 
            Schedule A thereto), and the Company.
  
  4.1       Form of Indenture dated as of October 28, 1998 between 
            the Company and The Bank of New York (filed as an 
            exhibit to Realty Income's Form 8-K, filed on 
            October 28, 1998 and incorporated herein by 
            reference).
  
  4.2       Pricing Committee Resolutions and Form of 8% Note due 
            2009.
  
  5.1       Opinion of Latham & Watkins.
  
  5.2       Opinion of Ballard Spahr Andrews and Ingersoll
  
  23.1      Consent of Latham & Watkins (contained in the opinion 
            filed as Exhibit 5.1 hereto).
  
  23.2      Consent of Ballard Spahr Andrews & Ingersoll 
            (contained in the opinion filed as Exhibit 5.2 
            hereto).
  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.
  
  Dated:  January 21, 1999
                               REALTY INCOME CORPORATION
  
                           By:   /s/ Michael R. Pfeiffer, Esq. 
                                 -----------------------------
                                 Name:   Michael R. Pfeiffer, Esq.
                                 Title:  Senior Vice President,
                                         General Counsel and 
                                         Secretary
  EXHIBIT INDEX
  
  Exhibit No.   Description
  ----------    -----------
  
  1.1           Purchase Agreement, dated January 15, 1999, 
                between Donaldson, Lufkin & Jenrette Securities 
                Corporation (as Representative of the Underwriter 
                named on Schedule A thereto), and the Company.
  
  4.1           Form of Indenture dated as of October 28, 1998 
                between the Company and The Bank of New York 
                (filed as an exhibit to Realty Income's Form 8-K, 
                filed on October 28, 1998 and incorporated herein 
                by reference).
  
  4.2           Pricing Committee Resolutions and Form of 8% Note 
                due 2009.
  
  5.1           Opinion of Latham & Watkins.
  
  5.2           Opinion of Ballard Spahr Andrews and Ingersoll
  
  23.1          Consent of Latham & Watkins (contained in the 
                opinion filed as Exhibit 5.1 hereto).
  
  23.2          Consent of Ballard Spahr Andrews & Ingersoll 
                (contained in the opinion filed as Exhibit 5.2 
                hereto).