8-K

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

January 26, 2009

Date of Report (Date of earliest event reported)

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	1-13374	33-0580106
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

600 La Terraza Boulevard, Escondido, California 92025

(Address of principal executive offices) (Zip Code)

(760) 741-2111

(Registrant’s telephone number, including area code)

N/A

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On January 26, 2009, Realty Income Corporation (the “Company”) announced that its non-executive chairman, William E. Clark, will retire from the Board of Directors effective after the Board of Director’s regularly scheduled meeting on February 10, 2009.  The Company also stated that the Corporate Governance and Nominating Committee has recommended, and the Board of Directors has elected, Donald R. Cameron as the new non-executive chairman effective upon Mr. Clark’s retirement.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Press Release dated January 26, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REALTY INCOME CORPORATION
Date: January 27, 2009	By:	/s/ MICHAEL R. PFEIFFER
		Name:	Michael R. Pfeiffer
		Title:	Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated January 27, 2009.

EX-99.1

EXHIBIT 99.1

Contact:

Tere Miller

Vice President, Investor Relations

(760) 741-2111, ext. 1177

WILLIAM E. CLARK TO RETIRE AS REALTY INCOME CHAIRMAN

Donald R. Cameron to be Named Non-Executive Chairman

ESCONDIDO, CALIFORNIA, January 26, 2009….Realty Income Corporation (Realty Income), The Monthly Dividend Company®, (NYSE: O) today announced that its non-executive chairman, William E. Clark, will retire from the Board of Directors effective after the Board’s regularly scheduled meeting on February 10, 2009. The Company also stated that the Corporate Governance and Nominating Committee has recommended, and the Board of Directors has elected, Donald R. Cameron as the new non-executive chairman effective upon Mr. Clark’s retirement.

Commenting on William Clark’s retirement, Tom A. Lewis, Vice Chairman and Chief Executive Officer, stated: “Bill’s retirement from the Board falls almost exactly on the 40th anniversary of the founding of the Company on February 18, 1969 by Bill and his wife, Joan. Bill and Joan’s drive and vision served as the inspiration for building ‘The Monthly Dividend Company®.’ Bill continued to lead the Company as chief executive officer from 1969, through Realty Income’s listing on the New York Stock Exchange in 1994, until he retired from the chief executive officer position in May of 1997. Bill’s contribution to the Company and his support of the management team has been very much appreciated and will be deeply missed. We wish both Bill and Joan great success in all of their future endeavors.”

Biography of Donald R. Cameron

Donald R. Cameron is a co-founder and president of Cameron, Murphy & Spangler, Inc., a securities broker-dealer firm and registered investment advisor located in Pasadena, California. Prior to founding Cameron, Murphy & Spangler in 1975, Mr. Cameron worked at the securities brokerage firm of Glore Forgan and Staats, Inc. and its successors (1969-1975). He has been an independent director of Realty Income, has chaired the Compensation Committee, and has been a member of the Nominating/Corporate Governance Committee since 1994. Mr. Cameron has also served as Realty Income’s lead independent director since May 2004.

Commenting on Mr. Cameron’s election as Board Chairman, Tom A. Lewis said, “Mr. Cameron has been an investor in Realty Income since the mid 1970’s and has been an active independent director for over 15 years. I look forward to working with Donald as the new chairman of The Monthly Dividend Company®.”

Realty Income, The Monthly Dividend Company®, is a New York Stock Exchange real estate company dedicated to providing shareholders with dependable monthly income. To date the Company has paid 462 consecutive common stock monthly dividends throughout its 39-year operating history and increased the dividend 52 times since Realty Income’s listing on the New York Stock Exchange in 1994. The monthly dividend is supported by the cash flow from over 2,300 retail properties owned under long-term lease agreements with leading regional and national retail chains. The Company is an active buyer of net-leased retail properties nationwide.

Note to Editors: Realty Income press releases are available at no charge by calling our toll-free investor hotline number: 888-811-2001, or through the Internet at http://www.realtyincome.com/Investing/News.html.