8-A12B

                        SECURITIES AND EXCHANGE COMMISSION 
                                          
                              Washington, D.C.  20549 
                                          
                                   ______________
                                          
                                          
                                     FORM 8-A 
                                          
                                          
                 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES 
                      PURSUANT TO SECTION 12(b) OR (g) OF THE 
                          SECURITIES EXCHANGE ACT OF 1934 


                             REALTY INCOME CORPORATION
               (Exact name of registrant as specified in its charter)

               Maryland                                33-0580106
(State of incorporation or organization)     (IRS Employer Identification No.)

220 West Crest Street, Escondido, California,           92025
(Address of principal executive offices)              (Zip Code)

       If this form relates to      If this form relates to the registration
       the registration of a        of a class of debt securities and is to
       class of debt securities     become effective simultaneously with the
       and is effective upon        effectiveness of a concurrent
       filing pursuant to           registration statement under the
       General Instruction          Securities Act of 1933 pursuant to
       A(c)(i) please check the     General Instruction A(c)(2) please check
       following box. / /           the following box. / /

Securities to be registered pursuant to Section 12(b) of the Act: 

         Title of each class                 Name of each exchange on which
         to be so registered                 each class is to be registered
         -------------------                 ------------------------------

__% Monthly Income Senior Notes due 2008     New York Stock Exchange, Inc.
          

Securities to be registered pursuant to Section 12(g) of the Act:

                                         None     
- --------------------------------------------------------------------------------
                                  (Title of Class)


Item 1.   DESCRIPTION OF SECURITIES TO BE REGISTERED.

     This registration statement relates to the registration with the 
Securities and Exchange Commission __% Monthly Income Senior Notes (the 
"Notes")  of Realty Income Corporation, a Maryland corporation (the 
"Registrant").  A description of the Notes is incorporated herein by 
reference to the Section entitled "Description of the Notes" in the 
Registrant's Prospectus Supplement relating to the Notes to be filed with the 
Securities and Exchange Commission (the "SEC") pursuant to Rule 424(b) 
subsequent to the date hereof and the Section entitled "Description of Debt 
Securities" in the related prospectus dated October 1, 1997 filed with the 
SEC on October 2, 1997.

                                       2


Item 2.   EXHIBITS


1.   Articles of Incorporation, incorporated herein by reference to 
     Appendix B in the Registrant's 1997 Proxy Statement on Schedule 14A 
     filed with the Securities and Exchange Commission on March 28, 1997.

2.   Bylaws as amended and restated, incorporated herein by reference to 
     Appendix C in the Registrant's 1997 Proxy Statement on Schedule 14A 
     filed with the Securities and Exchange Commission on March 28, 1997.

3.   Rights Agreement, dated as of June 25, 1998 between Realty Income 
     Corporation and The Bank of New York incorporated herein by reference 
     from the form of Articles Supplementary of the Class A Junior 
     Participating Preferred Stock of Realty Income Corporation as Exhibit A, 
     the Form of Right Certificate as Exhibit B and the Summary of Rights to 
     Purchase Preferred Shares as Exhibit C to the Registrant's Registration 
     Statement on Form 8-A filed with the Securities and Exchange Commission 
     on June 26, 1998.

4.   Form of Note.

5.   Form of Indenture between the Registrant and The Bank of New York, as 
     trustee, relating to the Notes is incorporated herein by reference to 
     Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (File 
     No. 333-34311), as amended.


                                       3


                                      SIGNATURE 

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned hereunto duly authorized. 

                              REALTY INCOME CORPORATION

Dated:  October 21, 1998      By  /s/ Michael R. Pfeiffer
                                 --------------------------------------------
                                 Name:  Michael R. Pfeiffer
                                 Title: Senior Vice-President, General Counsel 
                                        and Secretary
  

                                       4

EX-99.6

                                                           PRINCIPAL AMOUNT
                                                               $___,000,000
REGISTERED NO.:  

CUSIP NO.:  ______

                             REALTY INCOME CORPORATION
                      __% MONTHLY INCOME SENIOR NOTE DUE 2008

          THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN 
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A 
DEPOSITARY OR A NOMINEE OF A DEPOSITARY.  THIS SECURITY IS EXCHANGEABLE FOR 
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR 
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, 
AND, UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES IN DEFINITIVE FORM AS 
AFORESAID, MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A 
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY 
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ITS NOMINEE TO A 
SUCCESSOR DEPOSITARY OR ITS NOMINEE.

          UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE 
OF THE DEPOSITORY TRUST COMPANY ("DTC"), 55 WATER STREET, NEW YORK, NEW YORK 
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, 
AND ANY SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH 
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY 
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN 
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF 
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED 
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

          Realty Income Corporation, a Maryland corporation (the "Company," 
which term shall include any successor under the Indenture hereinafter 
referred to), for value received, hereby promises to pay to Cede & Co., or 
registered assigns, the principal sum of _______________ Million Dollars on 
October __, 2008, and to pay interest thereon from December 15, 1998, or from 
the most recent date to which interest has been paid or duly provided for, 
monthly in arrears on the 15th of each month (each, an "Interest Payment 
Date"), commencing December 15th, 1998, at the rate of __% per annum, until 
the entire principal amount hereof is paid or made available for payment.  
The interest so payable, and punctually paid or duly provided for, on any 
Interest Payment Date will, as provided in the Indenture, be paid to the 
Person in whose name this Note (or one or more Predecessor 



Securities) is registered in the security register applicable to the notes at 
the close of business on the 1st day of each month (the "Regular Record 
Date"), as the case may be, immediately before the Interest Payment Date.  
Any such interest not so punctually paid or duly provided for shall forthwith 
cease to be payable to the Holder on such Regular Record Date, and may either 
be paid to the Person in whose name this Note (or one or more Predecessor 
Securities) is registered at the close of business on a Special Record Date 
for the payment of such Defaulted Interest to be fixed by the Trustee, notice 
whereof shall be given to Holders of Notes of this series not less than 10 
days prior to such Special Record Date, or may be paid at any time in any 
other lawful manner not inconsistent with the requirements of any securities 
exchange on which the Notes may be listed, and upon such notice as may be 
required by such exchange, all as more fully provided in the Indenture. 
Interest will be computed on the basis of a 360-day year of twelve 30-day 
months.  If any principal of or premium, if any, or interest on any of the 
Notes is not paid when due, then such overdue principal and, to the extent 
permitted by law, such overdue premium or interest, as the case may be, shall 
bear interest, until paid or until such payment is duly provided for, at the 
rate of __% per annum.

          Payments of principal, premium, if any, and interest in respect of 
this Note will be made by the Company in Dollars by wire transfer of 
immediately available funds; provided that, in the event that this Note is 
issued in definitive certificated form, the Holder hereof shall have given 
appropriate wire transfer instructions to the Company and, in the event that 
such wire transfer instructions shall not have been given to the Company by 
the Holder of any Note issued in definitive certificated form, payments of 
interest on such Note may be made by mailing a check for such interest to the 
address of such Holder as it appears on the Security Register.  The place 
where the principal of, premium, if any, and interest on this Note shall be 
payable, where this Note may be surrendered for the registration of transfer 
or exchange and where notices or demands to or upon the Company in respect of 
the Notes and the Indenture may be served shall be the office or agency 
maintained by the Company for such purpose in the Borough of Manhattan, The 
City of New York, which shall initially be the Corporate Trust Office of the 
Trustee at 101 Barclay St., Floor 21 West, New York, New York 10286.

          This Note is one of a duly authorized issue of Securities of the 
Company (herein called the "Notes"), issued as a series of Securities under 
an indenture dated as of October ___, 1998 (the "Indenture"), between the 
Company and The Bank of New York, as trustee (the "Trustee," which term 
includes any successor trustee under the Indenture with respect to the 
Notes), to which Indenture and all indentures supplemental thereto reference 
is hereby made for a statement of the respective rights, limitations of 
rights, duties and immunities thereunder of the Company, the Trustee and the 
Holders of the Notes and of the terms upon which the Notes are, and are to 
be, authenticated and delivered. This Note is one of the duly authorized 
series designated as the "__% Monthly Income Senior Notes due 2008," limited 
(subject to exceptions provided in the Indenture) in aggregate principal 
amount to $___,000,000.  All terms used in this Note which are defined in the 
Indenture and not defined herein shall have the meanings assigned to them in 
the Indenture.

          The Indenture contains provisions for defeasance at any time of (a) 
the entire indebtedness of the Company on the Notes and (b) certain 
restrictive covenants and the related defaults and Events of Default 
applicable to the Company, in each case, upon compliance by the Company with 
certain conditions set forth in the Indenture, which provisions apply to this 
Note.

          In addition to the covenants of the Company contained in the
Indenture, the Company makes the following covenants with respect to, and for
the benefit of the Holders of, the Notes:



          LIMITATION ON INCURRENCE OF TOTAL DEBT.  The Company will not, and
will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt,
if, immediately after giving effect to the incurrence of such additional Debt
and the application of the proceeds therefrom on a pro forma basis, the
aggregate principal amount of all outstanding Debt of the Company and its
Subsidiaries on a consolidated basis determined in accordance with GAAP is
greater than 60% of the sum of (i) the Company's Total Assets as of the end of
the latest fiscal quarter covered in the Company's Annual Report on Form 10-K or
Quarterly Report on Form 10-Q, as the case may be, most recently filed with the
Commission (or, if such filing is not required under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), with the Trustee) prior to the
incurrence of such additional Debt and (ii) the increase, if any, in Total
Assets from the end of such quarter including, without limitation, any increase
in Total Assets caused by the application of the proceeds of such additional
Debt (such increase together with the Company's Total Assets is referred to as
the "Adjusted Total Assets").

          LIMITATION ON INCURRENCE OF SECURED DEBT.  The Company will not, 
and will not permit any Subsidiary to, incur any Secured Debt, other than 
Intercompany Debt, if, immediately after giving effect to the incurrence of 
such additional Secured Debt and the application of the proceeds therefrom on 
a pro forma basis, the aggregate principal amount of all outstanding Secured 
Debt of the Company and its Subsidiaries on a consolidated basis determined 
in accordance with GAAP is greater than 40% of the Company's Adjusted Total 
Assets.

          DEBT SERVICE COVERAGE.  The Company will not, and will not permit 
any Subsidiary to, incur any Debt, other than Intercompany Debt, if the ratio 
of Consolidated Income Available for Debt Service to the Annual Debt Service 
Charge for the period consisting of the four consecutive fiscal quarters most 
recently ended prior to the date on which such additional Debt is to be 
incurred is less than 1.5 to 1.0, on a pro forma basis after giving effect to 
the incurrence of such Debt and the application of the proceeds therefrom, 
and calculated on the assumption that (i) such Debt and any other Debt 
incurred by the Company or any of its Subsidiaries since the first day of 
such four-quarter period and the application of the proceeds therefrom 
(including to refinance other Debt since the first day of such four-quarter 
period) had occurred on the first day of such period, (ii) the repayment or 
retirement of any other Debt of the Company or any of its Subsidiaries since 
the first day of such four-quarter period had occurred on the first day of 
such period (except that, in making such computation, the amount of Debt 
under any revolving credit facility, line of credit or similar facility shall 
be computed based upon the average daily balance of such Debt during such 
period), and (iii) in the case of any acquisition or disposition by the 
Company or any Subsidiary of any asset or group of assets since the first day 
of such four-quarter period, including, without limitation, by merger, stock 
purchase or sale, or asset purchase or sale, such acquisition or disposition 
had occurred on the first day of such period with the appropriate adjustments 
with respect to such acquisition or disposition being included in such pro 
forma calculation.  If the Debt giving rise to the need to make the foregoing 
calculation or any other Debt incurred after the first day of the relevant 
four-quarter period bears interest at a floating rate then, for purposes of 
calculating the Annual Debt Service Charge, the interest rate on such Debt 
shall be computed on a pro forma basis as if the average interest rate which 
would have been in effect during the entire such four-quarter period had been 
the applicable rate for the entire such period.



          MAINTENANCE OF TOTAL UNENCUMBERED ASSETS.  The Company will 
maintain at all times Total Unencumbered Assets of not less than 150% of the 
aggregate outstanding principal amount of the Unsecured Debt of the Company 
and its Subsidiaries, computed on a consolidated basis in accordance with 
GAAP.

          CERTAIN DEFINITIONS.  As used herein, the following terms will have 
the meanings set forth below:

          "ANNUAL DEBT SERVICE CHARGE" as of any date means the amount which is
     expensed in any 12-month period for interest on Debt of the Company and its
     Subsidiaries.

          "CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE" for any period means
     Consolidated Net Income plus, without duplication, amounts which have been
     deducted in determining Consolidated Net Income during such period for
     (i) Consolidated Interest Expense, (ii) provisions for taxes of the Company
     and its Subsidiaries based on income, (iii) amortization (other than
     amortization of debt discount) and depreciation, (iv) provisions for losses
     from sales or joint ventures, (v) provisions for impairment losses, (vi)
     increases in deferred taxes and other non-cash charges, (vii) charges
     resulting from a change in accounting principles, and (viii) charges for
     early extinguishment of debt, and less, without duplication, amounts which
     have been added in determining Consolidated Net Income during such period
     for (a) provisions for gains from sales or joint ventures, and (b)
     decreases in deferred taxes and other non-cash items.

          "CONSOLIDATED INTEREST EXPENSE" for any period, and without
     duplication, means all interest (including the interest component of
     rentals on capitalized leases, letter of credit fees, commitment fees and
     other like financial charges) and all amortization of debt discount on all
     Debt (including, without limitation, payment-in-kind, zero coupon and other
     like securities) but excluding legal fees, title insurance charges, other
     out-of-pocket fees and expenses incurred in connection with the issuance of
     Debt and the amortization of any such debt issuance costs that are
     capitalized, all determined for the Company and its Subsidiaries on a
     consolidated basis in accordance with GAAP.

          "CONSOLIDATED NET INCOME" for any period means the amount of
     consolidated net income (or loss) of the Company and its Subsidiaries for
     such period determined on a consolidated basis in accordance with GAAP.

          "DEBT" means any indebtedness of the Company or any Subsidiary,
     whether or not contingent, in respect of (i) money borrowed or evidenced by
     bonds, notes, debentures or similar instruments, (ii) indebtedness secured
     by any mortgage, pledge, lien, charge, encumbrance, trust deed, deed of
     trust, deed to secure debt, security agreement or any security interest
     existing on property owned by the Company or any Subsidiary, (iii) letters
     of credit or amounts representing the balance deferred and unpaid of the
     purchase price of any property except any such balance that constitutes an
     accrued expense or trade payable or (iv) any lease of property by the
     Company or any Subsidiary as lessee that is reflected on the Company's
     consolidated balance sheet as a capitalized lease in accordance with GAAP,
     in the case of items of indebtedness under (i) through (iii) above to the
     extent that 



     any such items (other than letters of credit) would appear as liabilities 
     on the Company's consolidated balance sheet in accordance with GAAP, and 
     also includes, to the extent not otherwise included, any obligation of 
     the Company or any Subsidiary to be liable for, or to pay, as obligor, 
     guarantor or otherwise (other than for purposes of collection in the 
     ordinary course of business), indebtedness of another person (other than 
     the Company or any Subsidiary) of the type referred to in (i), (ii),
     (iii) or (iv) above (it being understood that Debt shall be deemed to be
     incurred by the Company or any Subsidiary whenever the Company or such
     Subsidiary shall create, assume, guarantee or otherwise become liable in
     respect thereof). 

          "EXECUTIVE GROUP" means, collectively, those individuals holding the
     offices of Chairman, Vice-Chairman, Chief Executive Officer, President,
     Chief Operating Officer or any Vice President of the Company.

          "INTERCOMPANY DEBT" means indebtedness owed by the Company or any
     Subsidiary solely to the Company or any Subsidiary.


          "SECURED DEBT" means Debt secured by any mortgage, lien, charge,
     encumbrance, trust deed, deed of trust, deed to secure debt, security
     agreement, pledge, conditional sale or other title retention agreement,
     capitalized lease or other security interest or agreement granting or
     conveying security title to or a security interest in real property or
     other tangible assets.

          "SUBSIDIARY" means (i) any corporation, partnership, joint venture,
     limited liability company or other entity the majority of the shares, if
     any, of the non-voting capital stock or other equivalent ownership
     interests of which (except directors' qualifying shares) are at the time
     directly or indirectly owned by the Company, and the majority of the shares
     of the voting capital stock or other equivalent ownership interests of
     which (except for directors' qualifying shares) are at the time directly or
     indirectly owned by the Company, any other Subsidiary or Subsidiaries,
     and/or one or more individuals of the Executive Group (or, in the event of
     death or disability of any of such individuals, his/her respective legal
     representative(s), or such individuals' successors in office as an officer
     of the Company), and (ii) any other entity the accounts of which are
     consolidated with the accounts of the Company.  This definition shall apply
     only for purposes of the covenants set forth above under the captions
     "Limitation on Incurrence of Total Debt," "Limitation on Incurrence of
     Secured Debt," "Debt Service Coverage," and "Maintenance of Total
     Unencumbered Assets," the other definitions set forth herein under the
     caption "Certain Definitions," and, insofar as Section 801 of the Indenture
     is applicable to the Notes, the term "Subsidiary," as used in Section
     801(2) of the Indenture, shall have the meaning set forth in this
     definition (instead of the meaning set forth in Section 101 of the
     Indenture).

          "TOTAL ASSETS" as of any date means the sum of (i) Undepreciated Real
     Estate Assets and (ii) all other assets of the Company and its Subsidiaries
     determined on a consolidated basis in accordance with GAAP (but excluding
     accounts receivable and intangibles).




          "TOTAL UNENCUMBERED ASSETS" as of any date means Total Assets minus
     the value of any properties of the Company and its Subsidiaries that are
     encumbered by any mortgage, charge, pledge, lien, security interest, trust
     deed, deed of trust, deed to secure debt, security agreement or other
     encumbrance of any kind (other than those relating to Intercompany Debt),
     including the value of any stock of any Subsidiary that is so encumbered
     determined on a consolidated basis in accordance with GAAP.  For purposes
     of this definition, the value of each property shall be equal to the
     purchase price or cost of each such property and the value of any stock
     subject to any encumbrance shall be determined by reference to the value of
     the properties owned by the issuer of such stock as aforesaid.

          "UNDEPRECIATED REAL ESTATE ASSETS" as of any date means the amount of
     real estate assets of the Company and its Subsidiaries on such date, before
     depreciation and amortization, determined on a consolidated basis in
     accordance with GAAP.

          "UNSECURED DEBT" means Debt of the Company or any Subsidiary that is
     not Secured Debt.

          If an Event of Default with respect to the Notes shall occur and be 
continuing, the principal of the Notes may be declared due and payable in the 
manner and with the effect provided in the Indenture.

          As provided in and subject to the provisions of the Indenture, the 
Holder of this Note shall not have the right to institute any proceeding with 
respect to the Indenture or for the appointment of a receiver or trustee or 
for any other remedy thereunder, unless such Holder shall have previously 
given the Trustee written notice of a continuing Event of Default with 
respect to the Notes, the Holders of not less than 25% in principal amount of 
the Notes at the time Outstanding shall have made written request to the 
Trustee to institute proceedings in respect of such Event of Default as 
Trustee and offered the Trustee reasonable indemnity and the Trustee shall 
not have received from the Holders of a majority in principal amount of the 
Notes at the time Outstanding a direction inconsistent with such request, and 
shall have failed to institute any such proceeding, for 60 days after receipt 
of such notice, request and offer of indemnity.  The foregoing shall not 
apply to any suit instituted by the Holder of this Note for the enforcement 
of any payment of principal of, or premium, if any, or interest on, this Note 
on or after the respective due dates therefor. 

          The Indenture permits, with certain exceptions as therein provided, 
the amendment thereof and the modification of the rights and obligations of 
the Company and the rights of the Holders of the Notes under the Indenture at 
any time by the Company and the Trustee with the consent of the Holders of 
not less than a majority in aggregate principal amount of the Outstanding 
Notes.  The Indenture also contains provisions permitting the Holders of not 
less than a majority in principal amount of the Notes at the time 
Outstanding, on behalf of the Holders of all Notes, to waive compliance by 
the Company with certain provisions of the Indenture.  Furthermore, 
provisions in the Indenture permit the Holders of not less than a majority of 
the aggregate principal amount of the Outstanding Notes to waive, in certain 
circumstances, on behalf of all Holders of the Notes, certain past defaults 
under the Indenture and their consequences. Any such consent or 



waiver by the Holder of this Note shall be conclusive and binding upon such 
Holder and upon all future Holders of this Note and of any Note issued upon 
the registration of transfer hereof or in exchange herefor or in lieu hereof, 
whether or not notation of such consent or waiver is made upon this Note.

          No reference herein to the Indenture and no provision of this Note 
or of the Indenture shall alter or impair the obligation of the Company, 
which is absolute and unconditional, to pay the principal of and interest on, 
this Note at the times, places and rate, and in the coin or currency, herein 
prescribed.

          As provided in the Indenture and subject to certain limitations 
therein set forth, the transfer of this Note is registrable in the Security 
Register, upon surrender of this Note for registration of transfer at the 
office or agency of the Company in any Place of Payment for the Notes, duly 
endorsed by, or accompanied by a written instrument of transfer in form 
satisfactory to the Company and the Security Registrar for the Notes duly 
executed by, the Holder hereof or his or her attorney duly authorized in 
writing, and thereupon one or more new Notes of authorized denominations and 
for the same aggregate principal amount will be issued to the designated 
transferee or transferees.

          As provided in the Indenture and subject to certain limitations 
therein set forth, Notes of this series are exchangeable for a like aggregate 
principal amount of Notes of this series of different authorized 
denominations, as requested by the Holder surrendering the same.

          The Notes of this series are issuable only in registered form 
without coupons in denominations of $25 and any integral multiple thereof.  
No service charge shall be made for any such registration of transfer or 
exchange, but the Company may require payment of a sum sufficient to cover 
any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Note for registration of transfer, 
the Company, the Trustee and any agent of the Company or the Trustee may 
treat the Person in whose name this Note is registered as the owner hereof 
for all purposes, whether or not this Note be overdue, and neither the 
Company, the Trustee nor any such agent shall be affected by notice to the 
contrary.

          No recourse shall be had for the payment of the principal of, or 
premium, if any, or the interest on this Note, or for any claim based hereon, 
or otherwise in respect hereof, or based on or in respect of the Indenture or 
any indenture supplemental thereto, against any past, present or future 
stockholder, employee, officer or director, as such, of the Company or of any 
successor, either directly or through the Company or any successor, whether 
by virtue of any constitution, statute or rule of law or by the enforcement 
of any assessment or penalty or otherwise, all such liability being, by the 
acceptance hereof and as part of the consideration for the issue hereof, 
expressly waived and released.

          THE INDENTURE AND THE NOTES, INCLUDING THIS NOTE, SHALL BE GOVERNED 
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



          Pursuant to a recommendation promulgated by the Committee on 
Uniform Security Identification Procedures, the Company has caused CUSIP 
numbers to be printed on the Notes as a convenience to the Holders of the 
Notes.  No representation is made as to the correctness or accuracy of such 
CUSIP numbers as printed on the Notes, and reliance may be placed only on the 
other identification numbers printed hereon.

          Unless the certificate of authentication hereon has been executed 
by the Trustee by manual signature of one of its authorized signatories, this 
Note shall not be entitled to any benefit under the Indenture or be valid or 
obligatory for any purpose.

          The headings included in this Note are for convenience only and 
shall not affect the construction hereof.



          IN WITNESS WHEREOF, the Company has caused this instrument to be 
duly executed under its corporate seal.


                                   REALTY INCOME CORPORATION



[SEAL]                             By:
                                        ---------------------------
                                        Thomas A. Lewis
                                        Chief Executive Officer



Attest:



By:  
     ----------------------------------------
     Michael R. Pfeiffer
     Senior Vice President, General Counsel
     and Secretary



TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

          This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK, as Trustee



By:  
     ------------------------------
     Authorized Signatory


                            Dated:  October   , 1998



                              ASSIGNMENT FORM

                 FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY
                     SELLS, ASSIGNS AND TRANSFERS TO


PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE

      
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________



                  (Please Print or Typewrite Name and Address
                        including Zip Code of Assignee)


the within Note of REALTY INCOME CORPORATION, and ____________________________
hereby does irrevocably constitute and appoint
______________________________________________________________________________

Attorney to transfer said Note on the books of the within-named Company with
full power of substitution in the premises.


Dated: _____________________________       ___________________________________
          
                                           ___________________________________


NOTICE:  The signature to this assignment must correspond with the name as it
appears on the first page of the within Note in every particular, without
alteration or enlargement or any change whatever.

Signature Guaranty _______________________________
                  (Signature must be guaranteed by
                   a participant in a signature
                   guarantee medallion program)