Registration No. 34-
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Tower Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland 13-393-8558
State of incorporation or organization) (I.R.S. Employer Identification No.)
120 West 45th Street
24th Floor
New York, New York 10036
(Address of principal executive offices) (Zip Code)
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
Common Stock, $0.01 par value per share New York Stock Exchange
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
625107.1
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
A description of the registrant's common stock, $0.01 par value per
share (the "Common Stock") is incorporated herein by reference to the
registrant's Registration Statement on Form S-11 (Registration
Statement No. 333-33011) as filed with the Securities and Exchange
Commission on August 6, 1997 (the "Registration Statement") and in
particular to the statements made in the Preliminary Prospectus,
included therein under the captions "Description of Capital Stock" and
"Certain Provisions of Maryland Law and of the Company's Charter and
Bylaws."
A copy of the description of the Common Stock has previously been
filed with the New York Stock Exchange, Inc.
Item 2. Exhibits.
The securities described herein are to be registered on the New York
Stock Exchange, on which no other securities of the Registrant are
registered. Accordingly, the following exhibits, required in
accordance with Part II to the Instructions as to Exhibits on Form
8-A, have been duly filed with the New York Stock Exchange:
1. The Registration Statement
2. Form of Articles of Amendment and Restatement of the Registrant
3. Form of Amended and Restated Bylaws of the Registrant
4. Specimen of the Registrant's Common Stock certificate
625107.1
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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, thereto duly authorized.
(Registrant) Tower Realty Trust, Inc.
Date: September 16, 1997
By: /s/ Lawrence H. Feldman
________________________________________
Name: Lawrence H. Feldman
Title: Chairman, Chief Executive Officer
and President
625107.1
