REALTY INCOME CORP
8-K, 1996-07-22
REAL ESTATE INVESTMENT TRUSTS
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(Note: WORD for DOS; courier 12; 1" margins)
                          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:  July 15, 1996
                                  =============

                    Realty Income Corporation
                    =========================
     (Exact name of registrant as specified in its charter)

                            Delaware
                            ========
                    (State of Incorporation)

                             1-13318
                             =======
                    (Commission File Number)

                           33-0580106
                           ==========
              (IRS Employer Identification Number)

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

Registrant's telephone number, including area code: (619)741-2111
                                                    =============

                         Not Applicable
                         ==============
  (Former name or former address, if changes since last report)

                                                      Page 1 of 7
                                       Exhibit Index is on Page 4
<PAGE>
ITEM 5.  OTHER EVENTS
=====================

On July 15, 1996, Realty Income Corporation's board of directors
was expanded to seven memeber.  The two new directors are Richard
J. VanDerhoff, President and Chief Operting Officer of the
Registrant, and Willard H. Smith, formerly a managing director of
Merrill Lynch & Co.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
==========================================

The following exhibit is filed with this report.

<TABLE>
<CAPTION>
<S>             <C>
Exhibit No.     Description
- -----------     -----------

99.1            Press release announcing the expansion of the
                board of directors to seven members
</TABLE>
                                                      Page 2 of 7
<PAGE>
                            SIGNATURE


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



                    REALTY INCOME CORPORATION


<TABLE>
<S>                                      <C>
(Signature and Title)                    /s/ MICHAEL R. PFEIFFER
Date: July 22, 1996                      ------------------------
                                         Michael R. Pfeiffer
                                         Vice President,
                                         General Counsel and
                                         Secretary
</TABLE>
                                                      Page 3 of 7

                          EXHIBIT INDEX



<TABLE>
<CAPTION>
Exhibit No.     Description                                  Page
===========     ===========                                  ====
<S>             <C>                                          <C>
99.1            Press release announcing the expansion
                of the board of directors to seven
                members.........................................5
</TABLE>
                                                      Page 4 of 7
<PAGE>
                          EXHIBIT 99.1

             REALTY INCOME DECLARES MONTHLY DIVIDEND
             AND EXPANDS BOARD OF DIRECTORS TO SEVEN

ESCONDIDO, CALIFORNIA, JULY 16, 1996...Realty Income Corporation
(Realty Income) (NYSE: O) today announced that its board of
directors has declared a dividend of $.15-1/2 per share, payable
on August 15, 1996, to stockholders of record as of August 1,
1996.  The dividend represents an annualized rate of $1.86 per
share.  The company continues its policy of declaring dividends
on a monthly, not quarterly, basis.

New Directors Appointed
- -----------------------

Realty Income also announced the expansion of the Company's board
to seven members.  The new directors are Richard J. VanDerhoff,
President and Chief Operating Officer of Realty Income
Corporation, and Willard H. Smith, formerly a managing director
of Merrill Lynch & Co.

Mr. VanDerhoff, 42, has been President and Chief Operating
Officer of Realty Income since November 1994, and had been an
officer of the Company since 1987.  From April 1987 to November
1994, he served as general counsel of the Company.  Prior to
1987, he was in private law practice specializing in real
property and business law (1980 - 1984) and was employed as Vice
President, General Counsel and Secretary of FNCO Corporation, an
owner and operator of community newspaper companies located
throughout the midwest United States.  Mr. VanDerhoff graduated
from Jacksonville University, B.S., and the University of San
Diego School of Law.

Mr. Smith, 59, was the Managing Director, Equity Capital Markets
Division, of Merrill Lynch & Co. from 1983 until his recent
retirement.  Prior to joining Merrill Lynch in 1979, he was
employed by F. Eberstadt & Co. (1971 - 1979).  Mr. Smith serves
on the board of directors of three investment companies:  Cohen &
Steers Realty Shares; Cohen & Steers Realty Income Fund; and
Cohen & Steers Total Return Realty Fund.  Additionally, he is a
member of the board of directors of Essex Property Trust and
Highwoods Property Trust, two NYSE listed real estate investment
trusts.

Realty Income is a self-managed, fully integrated real estate
investment trust that owns and actively manages a portfolio of
692 commercial properties in 42 states, consisting primarily of
freestanding, single-tenant retail properties.  The company
provides expansion capital to major retail chain store operators
by acquiring, then leasing back, their retail store locations.

                                                      Page 5 of 7
<PAGE>
Note to Editors:
- ----------------
Realty Income press releases are available at no charge through
PR Newswire's Company News On Call fax service.  For a menu of
available Realty Income press releases or to retrieve a specific
release, call 800-758-5804, ext. 746650, or
http://www.prnewswire.com on the Internet.

                                                      Page 6 of 7


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