EXHIBIT 21.1

                           SUBSIDIARIES OF REGISTRANT

      CORPORATE PROPERTY ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP, A
WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF CALIFORNIA AND DOING BUSINESS UNDER THE NAME CORPORATE PROPERTY ASSOCIATES.

      CORPORATE PROPERTY ASSOCIATES 4, A CALIFORNIA LIMITED PARTNERSHIP, A
WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF CALIFORNIA AND DOING BUSINESS UNDER THE NAME CORPORATE PROPERTY ASSOCIATES 4.

      CORPORATE PROPERTY ASSOCIATES 6, A CALIFORNIA LIMITED PARTNERSHIP, A
WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF CALIFORNIA AND DOING BUSINESS UNDER THE NAME CORPORATE PROPERTY ASSOCIATES 6.

      CORPORATE PROPERTY ASSOCIATES 9, L.P., A DELAWARE LIMITED PARTNERSHIP, A
WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE AND DOING BUSINESS UNDER THE NAME CORPORATE PROPERTY ASSOCIATES 9,
L.P.

      FLY LLC, A DELAWARE LIMITED LIABILITY COMPANY, A WHOLLY-OWNED SUBSIDIARY
OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME FLY LLC.

      CALL LLC, A DELAWARE LIMITED LIABILITY COMPANY, A WHOLLY-OWNED SUBSIDIARY
OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME CALL LLC.

      UP CD LLC, A TEXAS LIMITED LIABILITY COMPANY, A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS AND DOING BUSINESS
UNDER THE NAME UP WPC LLC.

      BILL CD LLC, A TEXAS LIMITED LIABILITY COMPANY, A WHOLLY-OWNED SUBSIDIARY
OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS AND DOING
BUSINESS UNDER THE NAME BILL WPC LLC.

      CD UP LP, A TEXAS LIMITED PARTNERSHIP, A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS AND DOING BUSINESS
UNDER THE NAME CD UP LP.

      KEYSTONE CAPITAL COMPANY, A WASHINGTON REAL ESTATE INVESTMENT TRUST, A
MAJORITY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF WASHINGTON AND DOING BUSINESS UNDER THE NAME KEYSTONE CAPITAL COMPANY.

      POLKINVEST SPRL, A BELGIUM HOLDING COMPANY, A 99.99% MAJORITY-OWNED
SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF BELGIUM AND DOING
BUSINESS UNDER THE NAME POLKINVEST SPRL.

      308 ROUTE 38 LLC, A DELAWARE LIMITED LIABILITY COMPANY, A WHOLLY-OWNED
SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
AND DOING BUSINESS UNDER THE NAME 308 ROUTE 38 LLC.

      AZO DRIVER (DE) LLC, A DELAWARE LIMITED LIABILITY COMPANY, A WHOLLY-OWNED
SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
AND DOING BUSINESS UNDER THE NAME AZO DRIVER (DE) LLC.

      AZO MECHANIC (DE) LLC, A DELAWARE LIMITED LIABILITY COMPANY, A
WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE AND DOING BUSINESS UNDER THE NAME AZO MECHANIC (DE) LLC.

      AZO NAVIGATOR (DE) LLC, A DELAWARE LIMITED LIABILITY COMPANY, A
WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE AND DOING BUSINESS UNDER THE NAME AZO NAVIGATOR (DE) LLC.

      AZO VALET (DE) LLC, A DELAWARE LIMITED LIABILITY COMPANY, A WHOLLY-OWNED
SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
AND DOING BUSINESS UNDER THE NAME AZO VALET (DE) LLC.



                           SUBSIDIARIES OF REGISTRANT
                                   (CONTINUED)

      PHONE MANAGING MEMBER LLC, A DELAWARE LIMITED LIABILITY COMPANY, A
WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE AND DOING BUSINESS UNDER THE NAME PHONE MANAGING MEMBER LLC.

      PHONE (LA) LLC, A DELAWARE LIMITED PARTNERSHIP, A WHOLLY-OWNED SUBSIDIARY
OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME PHONE (LA) LLC.

      AZO-A L.P., A DELAWARE LIMITED PARTNERSHIP, A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME AZO-A L.P.

      AZO-B L.P., A DELAWARE LIMITED PARTNERSHIP, A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME AZO-B L.P.

      AZO-C L.P., A DELAWARE LIMITED PARTNERSHIP, A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME AZO-C L.P.

      AZO-D L.P., A DELAWARE LIMITED PARTNERSHIP, A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME AZO-D L.P.

      ALPENA FRANCHISE CORP., A MICHIGAN CORPORATION, A WHOLLY-OWNED SUBSIDIARY
OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF MICHIGAN AND DOING
BUSINESS UNDER THE NAME ALPENA FRANCHISE CORP.

      ALPENA LICENSE CORP., A MICHIGAN CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF MICHIGAN AND DOING
BUSINESS UNDER THE NAME ALPENA LICENSE CORP.

      PETOSKEY FRANCHISE CORP., A MICHIGAN CORPORATION, A WHOLLY-OWNED
SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF MICHIGAN
AND DOING BUSINESS UNDER THE NAME PETOSKEY FRANCHISE CORP.

      PETOSKEY LICENSE CORP., A MICHIGAN CORPORATION, A WHOLLY-OWNED SUBSIDIARY
OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF MICHIGAN AND DOING
BUSINESS UNDER THE NAME PETOSKEY LICENSE CORP.

      CPA BURNHAVEN L.P., A MINNESOTA LIMITED PARTNERSHIP, A WHOLLY-OWNED
SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF MINNESOTA
AND DOING BUSINESS UNDER THE NAME CPA BURNHAVEN L.P.

      CPA PAPER INC., A DELAWARE CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME CPA PAPER INC.

      PAPER LLC, A DELAWARE LIMITED LIABILITY COMPANY, A WHOLLY-OWNED SUBSIDIARY
OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME PAPER LLC.

      CROSS LLC, A GEORGIA LIMITED LIABILITY COMPANY, A WHOLLY-OWNED SUBSIDIARY
OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA AND DOING
BUSINESS UNDER THE NAME CROSS LLC.

      FON LLC, A DELAWARE LIMITED LIABILITY COMPANY, A WHOLLY-OWNED SUBSIDIARY
OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME FON LLC.

      BROOMFIELD PROPERTIES CORP., A COLORADO CORPORATION, A WHOLLY-OWNED
SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO
AND DOING BUSINESS UNDER THE NAME BROOMFIELD PROPERTIES CORP.

      UK WPC MANAGEMENT LLC, A DELAWARE LIMITED LIABILITY COMPANY, A
WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE AND DOING BUSINESS UNDER THE NAME UK WPC MANAGEMENT LLC.

      CAREY TECHNOLOGY PROPERTIES II LLC, A DELAWARE LIMITED LIABILITY COMPANY,
A WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE AND DOING BUSINESS UNDER THE NAME CAREY TECHNOLOGY PROPERTIES II
LLC.



                           SUBSIDIARIES OF REGISTRANT
                                   (CONTINUED)

      CAREY ASSET MANAGEMENT CORP., A DELAWARE CORPORATION, A WHOLLY-OWNED
SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
AND DOING BUSINESS UNDER THE NAME CAREY ASSET MANAGEMENT CORP.

      CAMRB MANAGEMENT, LLC., A DELAWARE LIMITED LIABILITY COMPANY, A
WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE AND DOING BUSINESS UNDER THE NAME CAMRB MANAGEMENT, LLC.

      CAREY FINANCIAL CORPORATION, A NEW YORK CORPORATION, A WHOLLY-OWNED
SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
AND DOING BUSINESS UNDER THE NAME CAREY FINANCIAL CORPORATION.

      CAREY MANAGEMENT LLC, A DELAWARE LIMITED LIABILITY COMPANY, A WHOLLY-OWNED
SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
AND DOING BUSINESS UNDER THE NAME CAREY MANAGEMENT LLC.

      EMERALD DEVELOPMENT COMPANY, INC., A DELAWARE CORPORATION, A WHOLLY-OWNED
SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
AND DOING BUSINESS UNDER THE NAME EMERALD DEVELOPMENT COMPANY, INC.

      WP CAREY DEVELOPMENT LLC, A DELAWARE LIMITED LIABILITY COMPANY, A
WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE AND DOING BUSINESS UNDER THE NAME WP CAREY DEVELOPMENT LLC.

      308 ROUTE 38 INC., A DELAWARE CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME 308 ROUTE 38 INC.

      THREE AIRCRAFT SEATS (DE) LP, A DELAWARE LIMITED PARTNERSHIP, A
WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE AND DOING BUSINESS UNDER THE NAME THREE AIRCRAFT SEATS (DE) LP.

      THREE CABIN SEATS (DE) LLC, A DELAWARE LIMITED LIABILITY COMPANY, A
WHOLLY-OWNED SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE AND DOING BUSINESS UNDER THE NAME THREE AIRCRAFT SEATS (DE) LLC.

      BONE (DE) LLC, A DELAWARE LIMITED LIABILITY COMPANY, A WHOLLY-OWNED
SUBSIDIARY OF REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
AND DOING BUSINESS UNDER THE NAME BONE (DE) LLC.

      BONE MANAGER, INC., A DELAWARE CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF
REGISTRANT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND DOING
BUSINESS UNDER THE NAME BONE MANAGER, INC.