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Exhibit 4.2    
  


        PRINCIPAL AMOUNT

$100,000,000 


REGISTERED
NO.: R-1 


CUSIP
NO.: 756109 AE 4 


REALTY INCOME CORPORATION

53/8% SENIOR NOTES DUE 2013  


        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 One Hundred Million Dollars on March 15, 2013, and to pay interest thereon from March 7, 2003, or from the most
recent date to which interest has been paid or duly provided for, semi-annually in arrears on March 15 and September 15 of each year (the "Interest Payment Dates"),
commencing September 15, 2003, at the rate of 53/8% 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 March 1 or September 1 (the "Regular Record Dates"), as the case may be, immediately before the
applicable Interest Payment Date regardless of whether the Regular Record Date is a Business Day. 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 53/8% 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 to an account
maintained by the payee located in the United States; 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. 


        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 28,
1998 (herein called, together with all indentures supplemental thereto, 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 "53/8% Senior Notes due 2013," limited (subject to exceptions
provided in the Indenture and subject to the right of the Company to reopen such series for the issuance of additional Securities of such series on the terms and subject to the conditions specified in
the Indenture) in aggregate principal amount to $100,000,000. 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
Notes may be redeemed at any time at the option of the Company, in whole or from time to time in part, at a Redemption Price equal to the greater of: 



        (a)  100%
of the principal amount of the Notes to be redeemed and 


        (b)  the
sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the applicable
Redemption Date) discounted to such Redemption Date on a semiannual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 25 basis
points, plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the Notes being redeemed to such Redemption Date. Notwithstanding the
foregoing, installments of interest on Notes whose Stated Maturity is on or prior to the relevant Redemption Date will be payable to the Holders of such Notes (or one or more Predecessor Securities)
registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions of the Indenture. 




        Notice
of any redemption by the Company will be mailed at least 30 days but not more than 60 days before the applicable Redemption Date to each Holder of Notes to be
redeemed. 


        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. 


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        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: 


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        "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. 


        "Business Day" means any day, other than a Saturday or a Sunday, that is not a day on which banking institutions in The City of New York
are authorized or required by law, regulation or executive order to close. 


        "Comparable Treasury Issue" means, with respect to any Redemption Date for the Notes, the United States Treasury security selected by the
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes to be redeemed. 


        "Comparable Treasury Price" means, with respect to any Redemption Date for the Notes: 


        (a)  the
average of four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or 


        (b)  if
the Trustee obtains fewer than four but more than one such Reference Treasury Dealer Quotations for such Redemption Date, the average of all such quotations, or 



        (c)  if
the Trustee obtains only one such Reference Treasury Dealer Quotation for such Redemption Date, that Reference Treasury Dealer Quotation. 


        "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 



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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. 


        "Final Maturity Date" means March 15, 2013. 



        "Independent Investment Banker" means, with respect to any Redemption Date for the Notes, Banc of America Securities LLC and its
successors or, if such firm or any successor to such firm, as the case may be, is unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national
standing appointed by the Trustee after consultation with the Company. 


        "Intercompany Debt" means indebtedness owed by the Company or any Subsidiary solely to the Company or any Subsidiary. 



        "Reference Treasury Dealer" means with respect to any Redemption Date for the Notes, Banc of America Securities LLC and its successors
(provided, however, that if such firm or such successor, as the case may be, ceases to be a primary U.S. Government securities dealer in The City of New
York (a "Primary Treasury Dealer"), the Trustee, after consultation with the Company, shall substitute therefor another Primary Treasury Dealer) and three other Primary Treasury Dealers selected by
the Trustee after consultation with the Company. 


        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date for the Notes, the
average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date. 


        "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 



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Secured Debt," "Debt Service Coverage," and "Maintenance of Total Unencumbered Assets," the other definitions set forth herein under this 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). 


        "Treasury Rate" means, with respect to any Redemption Date for the Notes: 


        (a)  the
yield, under the heading that represents the average for the immediately preceding week, appearing in the most recently published statistical release designated
"H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury
securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before
or after the Final Maturity Date of the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month), or 


        (b)  if
such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to
the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such Redemption Date. 


        The
Treasury Rate shall be calculated on the third Business Day preceding the applicable Redemption Date. 


        "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 


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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 premium, if any, 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 interest coupons in denominations of $1,000 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 


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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

Chairman of the Board and

Chief Executive Officer





Attest:




	By:	    
 Michael R. Pfeiffer

Executive Vice President, General Counsel and Secretary	 	 




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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:
March     , 2003 


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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)	 	 




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Exhibit 4.2



ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to