S-8

As filed with the Securities and Exchange Commission on November 6, 1996
                                                 Registration No. 333-        
==============================================================================
                                       
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   Form S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       Commercial Net Lease Realty, Inc.
                     (formerly CNL Realty Investors, Inc.)
              (Exact name of registrant as specified in charter)

              Maryland                                 56-1431377
    (State or other jurisdiction          (I.R.S. Employer Identification No.)
  of incorporation or organization)


                       400 East South Street, Suite 500
                            Orlando, Florida  32801
                                (407) 422-1574
         (Address, including zip code, of Principal Executive Offices)

- ------------------------------------------------------------------------------

           1992 Commercial Net Lease Realty, Inc. Stock Option Plan
                           (Full title of the Plan)

- ------------------------------------------------------------------------------

                             James M. Seneff, Jr.
                            Chief Executive Officer
                       Commercial Net Lease Realty, Inc.
                       400 East South Street, Suite 500
                            Orlando, Florida  32801
           (Name, address, including zip code, of agent for service)

                                (407) 422-1574
         (Telephone number, including area code, of agent for service)

                                  Copies to:
                           Thomas H. McCormick, Esq.
                       Shaw, Pittman, Potts & Trowbridge
                              2300 N Street, N.W.
                            Washington, D.C.  20037

                        Calculation of Registration Fee

   -------------------------------------------------------------------------
   Title of securities to       Amount of shares          Proposed maximum
        be registered           to be registered         aggregate offering
                                                           price per unit
   -------------------------------------------------------------------------
        Common Stock               600,000(1)                $13.875(2)
   -------------------------------------------------------------------------
      Proposed maximum           Amount of reg-
     aggregate offering         registration fee
            price
   -------------------------------------------------------------------------
       $8,325,000(2)                $2,523
   -------------------------------------------------------------------------

(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the 1992 Commercial Net Lease
      Realty, Inc. Stock Option Plan by reason of any stock dividend, stock
      split, recapitalization or other similar transaction effected without
      the receipt of consideration which results in an increase in the number
      of the Company's outstanding shares of Common Stock.

(2)   Estimated solely for the purpose of computing the registration fee. 
      Pursuant to Rule 457(h), the calculation of the reg-istration fee is
      based on the price at which options may be exercised, or if such price
      is not known, upon the basis of average of the high and low prices of
      the Registrant's Common Stock on the New York Stock Exchange on November
      2, 1996.




                                    PART II
              Information Required in the Registration Statement

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents are incorporated herein by reference:

      (a)   The Registration Statement on Form S-8 as filed by CNL Realty
            Investors, Inc., a Delaware corporation (formerly Golden Corral
            Realty Corporation), on August 20, 1992 (File No 33-51124);

      (b)   The Registration of Securities of Certain Successor Issuers on
            Form 8-B as filed by the Registrant as successor to Commercial Net
            Lease Realty, Inc., a Delaware corporation on August 3, 1994;

      (c)   The Annual Report of Commercial Net Lease Realty, Inc., a Delaware
            corporation (formerly CNL Realty Investors, Inc.) on Form 10-K for
            its fiscal year ended December 31, 1995, filed pursuant to Section
            13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
            (the "Exchange Act");

      (d)   All other reports filed by Commercial Net Lease Realty, Inc., a
            Delaware corporation (formerly CNL Realty Investors, Inc.)
            pursuant to Section 13(a) or 15(d) of the Exchange Act since the
            end of the registrant's fiscal year ended December 31, 1995; and

      (e)   The description of the Common Stock of par value $.01, contained
            in the Registration Statement of Commercial Net Lease Realty,
            Inc., a Delaware corporation on Form S-11 (No. 2-92784), the
            Registration Statement on Form S-2 (No. 33-61214), and the
            Registration Statement on Form S-2 (No. 33-69072), including all
            amendments thereto, as filed with the U.S. Securities and Exchange
            Commission.

      In addition, all documents subsequently filed by the registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Corporation's Articles of Incorporation and Bylaws require it to
indemnify to the fullest extent permitted by and under the applicable
provisions of the Maryland General Corporation Law ("MGCL"), any person who is
or was, or who agrees to become, a director or officer of the Corporation or,
while a director of the Corporation, is or was serving or agrees to serve at
the request of the Corporation, as a director, officer, partner, joint
venturer, employee or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise (including the
heirs, executors, administrators or estate of such person) (any "Mandatory
Indemnitee") who, by reason of his or her status or service as such was, or is
threatened to be made a party, or otherwise involve in any civil, criminal,
administrative or investigative proceeding.  This mandatory indemnification
extends to all liability and loss suffered, and expenses (including, without
limitation, attorneys' fees, judgments, fines, penalties and amounts paid in
settlement) actually and reasonably incurred by a Mandatory Indemnitee in
connection with any such proceeding.  Notwithstanding the foregoing, the
Corporation is not required to indemnify a Mandatory Indemnitee in connection
with a proceeding instituted by such Mandatory Indemnitee unless the
proceeding was authorized by the Board of Directors.  Pursuant to the MGCL,
such mandatory indemnification is permitted unless it is established that (i)
the act or omission of the Mandatory Indemnitee seeking indemnification was
material to the matter giving rise to the proceeding and was committed in bad
faith or was the result of active or deliberate dishonesty or (ii) that the
Mandatory Indemnitee seeking indemnification actually received an improper
personal benefit in money, property or services; or in the case of a criminal
proceeding, had reasonable cause to believe that the act or omission was
unlawful.  The Corporation's Articles of Incorporation and Bylaws require that
it reimburse reasonable expenses in advance of the final disposition of a
proceeding, and without determination of the ultimate entitlement to
indemnification, to any Mandatory Indemnitee seeking such reimbursement
provided that such Mandatory Indemnitee first provides the Corporation with
(i) a written affirmation of his or her good faith belief that he or she meets
the standard of conduct necessary for indemnification under the MGCL and (ii)
a written undertaking, by or on behalf of the Mandatory Indemnitee, to repay
the amount advanced if it should ultimately be determined that the applicable
standard of conduct has not been met.

      The Articles of Incorporation and Bylaws also provide that (i) the
Corporation may, but is not required to, provide indemnification, payment or
reimbursement of expenses to any employee or agent of the Corporation in such
capacity or any person who is or was serving at the request of the Corporation
as a director, officer, partner, joint venturer, employee, trustee or agent of
another corporation or entity; (ii) the Board of Directors may authorize
management to act on the Corporation's behalf in matters relating to
indemnification, subject to any limitations that may be imposed by the Board
of Directors and to the requirements of applicable law; (iii) such
indemnification and payment or reimbursement of advances as may be permitted
or required pursuant to the Bylaws shall be furnished in accordance with the
procedures set forth in Section 2-418 of the MGCL or any successor statute
thereto; and (iv) permit the Corporation to provide such other and further
indemnification or provision for the payment or advancement of expenses as may
be permitted by the MGCL for directors of Maryland corporations.  The Bylaws
also provide that the indemnification and related rights granted thereby are
not exclusive of any rights that a person may have or acquire under any
statute, provision of the Corporation's Articles of Incorporation or Bylaws,
agreement, act of the stockholders or disinterested stockholders, or otherwise
provides for indemnification under certain circumstances.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

      Item Number as per Item 601 of Regulation S-K.

      5.    Opinion of Shaw, Pittman, Potts & Trowbridge, Counsel for the
            Registrant, with respect to the legality of the Common Stock of
            the Registrant registered hereunder (filed herewith)

      23.   (a)   Consent of Shaw, Pittman, Potts & Trowbridge (contained in
                  the opinion filed as Exhibit 5 hereto) (filed herewith)
            (b)   Consent of KPMG Peat Marwick LLP (filed herewith)

      24.   Power of Attorney (filed as part of signature page)

ITEM 9.  UNDERTAKINGS.

ITEM 512(A).      Registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;

            (i)   To include any prospectus required by Section 10(a)(3) of
      the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising
      after the effective date of the registration statement (or the most
      recent post-effective amendment thereof) which, individually or in the
      aggregate, represent a fundamental change in the information set forth
      in the registration statement;

            (iii) To include any material information with respect to the plan
      of distribution not previously disclosed in the registration statement
      or any material change to such information in the registration
      statement;

provided, however, that paragraphs a(1)(i) and a(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

      (2)   That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.

      (3)   To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.


ITEM 512(B).  Registrant undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

ITEM 512(H).  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.





                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Orlando, State of Florida, on
November 1, 1996.

                                    COMMERCIAL NET LEASE REALTY, INC.
                                    a Maryland corporation
                                    (Registrant)

                                    /s/James M. Seneff, Jr.
                                    ---------------------------------
                                    James M. Seneff, Jr. 
                                    Chief Executive Officer 



                               POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes
and appoints Robert A. Bourne and James M. Seneff, Jr., and each of them, with
full power to act without the other, his true and lawful attorneys-in-fact and
agents with full and several power of substitution for him and in his name,
place, and stead, in any and all capacities, to sign any and all registration
statements relating to Common Stock (the "Securities") of Commercial Net Lease
Realty, Inc. (the "Company") to be issued under the Commercial Net Lease
Realty, Inc. 1992 Stock Option Plan, and any amendments, including
post-effective amendments and supplements thereto, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting unto each said
attorneys-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, including executing and delivering all documents, instruments,
agreements and regulatory or governmental filings to the Securities and
Exchange Commission and any applicable securities or Blue Sky authorities of
any state or other jurisdiction or any other regulatory authority in
connection with the registration, offer or sale of the Securities, as fully to
all intents and purposes as they or he might or could do in person, hereby
ratifying and confirming all that each said attorneys-in-fact and agents or
any of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

      IN WITNESS WHEREOF, each of the undersigned has executed this power of
attorney in the capacities and on the dates indicated.

Name                             Title                     Date
- ----                             -----                     ----


/s/James M. Seneff, Jr.          Chief Executive Officer   November 1, 1996
- ----------------------------     and Director
James M. Seneff, Jr.


/s/Robert A. Bourne              Secretary-Treasurer and   November 1, 1996
- ----------------------------     Director
Robert A. Bourne


/s/Kevin B. Habicht              Chief Financial Officer   November 1, 1996
- ----------------------------
Kevin B. Habicht


/s/Edward Clark                  Director                  November 1, 1996
- ----------------------------
Edward Clark


/s/Willoughby T. Cox, Jr.        Director                  November 1, 1996
- ----------------------------
Willoughby T. Cox, Jr.


/s/Clifford R. Hinkle            Director                  November 1, 1996
- ----------------------------
Clifford R. Hinkle


/s/Ted B. Lanier                 Director                  November 1, 1996
- ----------------------------
Ted B. Lanier

EX-5

               [LETTERHEAD OF SHAW, PITTMAN, POTTS & TROWBRIDGE]



                               November 6, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

      RE:   COMMERCIAL NET LEASE REALTY, INC.

Ladies and Gentlemen:

      We have acted as counsel to Commercial Net Lease Realty, Inc., a
Maryland corporation (the "Company"), in connection with the registration of 
600,000 shares of the Common Stock, $0.01 par value, of the Company (the
"Common Stock") pursuant to a Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement"), and the 1992 Commercial
Net Lease Realty, Inc. Stock Option Plan (the "Plan").

      We have participated in the preparation of the Registration Statement by
the Company filed with the Securities and Exchange Commission under the
Securities Act. We also have examined such documents and instruments as we
determined  to be necessary in order to render our opinion.

      Based on the foregoing and subject to the following limitations, we are
of the opinion that the Common Stock has been duly authorized for issuance by
the Company, and that upon issuance and delivery in accordance with the Plan
referred to in the Registration Statement, the Common Stock  will be validly
issued, fully paid and nonassessable.

      The foregoing opinion is, with your concurrence, predicated upon and
qualified by the following:

      a.    The foregoing opinion is based upon and limited to the laws of the
State of Maryland, excluding the choice of law provisions thereof, and we
render no opinion with respect to the laws of any other jurisdiction.

      b.    Our opinion letter is based upon and limited to laws and
regulations as in effect on the date of this letter.  We assume no obligation
to update the opinions set forth herein.







Securities and Exchange Commission
November 6, 1996
Page 2


      We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                    Very truly yours,
                                    /s/SHAW, PITTMAN, POTTS & TROWBRIDGE

EX-23

                     [Letterhead of KPMG Peat Marwick LLP]




                        CONSENT OF INDEPENDENT AUDITORS
                        -------------------------------



The Board of Directors
Commercial Net Lease Realty, Inc.:


We consent to the incorporation by reference in the Registration Statement on
Form S-8 filed on November 6, 1996 of Commercial Net Lease Realty, Inc. of our
report dated January 20, 1996 except for Note 13 for which the date is January
30, 1996 relating to the consolidated balance sheets of Commercial Net Lease
Realty, Inc. as of December 31, 1995 and the related consolidated statements
of earnings, stockholders' equity, and cash flows for each of the years in the
three year period ended December 31, 1995, which report appears on page F-1 of
the December 31, 1995, annual report on Form 10-K of Commercial Net Lease
Realty, Inc.

/s/KPMG Peat Marwick LLP

November 6, 1996