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 (Date of earliest event reported): December 31, 2008


                               Getty Realty Corp.
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               (Exact name of registrant as specified in charter)


   Maryland                         001-13777                    11-3412575
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  (State of                        (Commission                  (IRS Employer
 Organization)                     File Number)              Identification No.)


125 Jericho Turnpike, Suite 103
Jericho, New York                                                    11753
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(Address of principal executive offices)                           (Zip Code)


Registrant's Telephone Number, including area code: (516) 478-5400
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                                 Not Applicable
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         (Former name or former address, if changed since last report.)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act



Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

     On December 31,  2008,  Getty Realty  Corp.  (the  "Company")  entered into
amendments to certain of its  compensation  arrangements.  The  amendments  make
technical  changes to comply with Section  409A of the Internal  Revenue Code of
1986, as amended ("Section 409A").

Amendment  of the  Company's  2004  Omnibus  Incentive  Compensation  Plan  (the
"Omnibus Incentive Plan").

The Omnibus  Incentive Plan was amended to (i) add a definition of  "termination
of  employment"  that conforms to the  definition of  "separation  from service"
contained in Section 409A,  (ii) remove the plan  administrator's  discretion to
modify or accelerate  the  settlement of awards to the extent that the existence
of such  discretion  would violate  Section  409A,  and (iii) add a Section 409A
"savings" clause  (providing that if any provision of the Omnibus Incentive Plan
is found not to be in  compliance  with  Section  409A such  provision  shall be
modified in the sole  discretion  of the plan  administrator  so as to bring the
provision into  compliance)  and "hold  harmless"  clause  (providing that if an
award granted under the Omnibus  Incentive Plan is determined not to comply with
Section 409A,  the Company will  reimburse the  participant  for any  additional
taxes the participant is required to pay as a result of the noncompliance).

Amendment of Restricted Stock Unit Agreements.

Messrs Leo Liebowitz, Kevin C. Shea, Thomas J. Stirnweis, and Joshua Dicker (our
"Named Executive  Officers") and the members of our board of directors consented
to the amendment of their  outstanding  restricted stock unit agreements to make
the  amendments  to the  Omnibus  Incentive  Plan  described  above apply to the
restricted stock unit agreements.

Amendment of the Supplemental  Retirement Plan for Executives of the Company and
Participating Subsidiaries (the "Supplemental Retirement Plan").

The Supplemental Retirement Plan was amended to (i) establish that accounts will
be distributed within 30 days after termination of employment (or within 90 days
in the event of the  employee's  death),  unless the  employee  is a  "specified
employee," as defined in Section 409A, when termination of employment occurs, in
which case the  account  will be  distributed  six months  after the  employee's
termination  of  employment;  (ii) add a definition of termination of employment
that conforms to the  definition of  "separation  from service" in Section 409A,
(iii) add a provision to facilitate tax withholding obligations, (iv) revise the
plan  termination  provision  such  that  termination  and  liquidation  of  the
Supplemental Retirement Plan may occur only in accordance with Section 409A, and
(v) include a Section 409A "savings" clause (providing that the plan is intended
to be designed,  administered and construed in compliance with Section 409A) and
"hold harmless" clause  (providing that the Company will reimburse a participant
for any additional  taxes the  participant is required to pay as a result of the
Supplemental Retirement Plan's noncompliance with Section 409A).



Amendment of Change of Control Letter  Agreement with Mr. Stirnweis (the "Letter
Agreement").

The  Company's  Letter  Agreement  dated June 12, 2001 with our Chief  Financial
Officer,   Thomas  J.  Stirnweis,   provides  for  certain  payments  and  other
protections to Mr. Stirnweis in the event of his termination of employment under
specified  circumstances  or a change in  control  of the  Company.  The  Letter
Agreement  was amended to (i) add a provision to clarify  when the  differential
payment of any  Guaranteed  Salary due under the Letter  Agreement will be paid,
(ii) modify the  provision  regarding  healthcare  benefits to cover the cost of
healthcare  coverage for 12 months  following a  termination  of employment or a
change in control of the Company  that  results in a  reduction  in the level of
healthcare  coverage or a loss of  coverage,  (iii)  conform the  definition  of
change in control to include  only  permissible  change in control  events under
Section 409A, and (iv) include a Section 409A "savings"  clause  (providing that
the Company will  undertake to  administer  the Letter  Agreement to comply with
Section 409A) and "hold harmless" clause (providing that if the Letter Agreement
fails to meet the  requirements  of Section 409A the Company will  reimburse Mr.
Stirnweis for any resulting additional taxes payable by him).



                                   SIGNATURES
                                   ----------

     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.


                                               GETTY REALTY CORP.




Date: January 7, 2009                          By: /s/ Thomas J. Stirnweis
                                                   -----------------------
                                                   Thomas J. Stirnweis
                                                   Vice President, Treasurer and
                                                   Chief Financial Officer