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Exhibit 4.2    
    



	PREFERRED STOCK	 	PREFERRED STOCK





	



$.01 Par Value	 	CUSIP 78440X408

SEE REVERSE FOR

CERTAIN DEFINITIONS

AND RESTRICTIONS




SL GREEN REALTY CORP.
  a Corporation Formed Under the Laws of the State of Maryland. 


THIS
CERTIFIES THAT 


IS
THE OWNER 


FULLY
PAID AND NONASSESSABLE SHARES OF 7.875% SERIES D CUMULATIVE REDEEMABLE PREFERRED STOCK, LIQUIDATION PREFERENCE $25.00 PER SHARE. $.01 PAR VALUE PER SHARE, OF 


SL GREEN REALTY CORP.  


(hereinafter
called the "Corporation"), transferable on the books of the Corporation by the registered holder hereof in person or by duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the charter of the Corporation (the "Charter") and the Bylaws of
the Corporation and any amendments thereto. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 



        IN
WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its duly authorized officers and its facsimile seal to be affixed hereto. 


Dated: 



	
 Secretary	 	
 President and

Chief Executive Officer





Countersigned
and Registered: 




THE
BANK OF NEW YORK

Transfer Agent And Registrar 




SL GREEN REALTY CORP.

CORPORATE SEAL

1997

MARYLAND  







 
 

SL GREEN REALTY CORP.    
    


        The Corporation will furnish to any stockholder, on request and without charge, a full statement of the information required by
Section 2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation has authority
to issue and, if the Corporation is authorized to issue any preferred or special class in series, (i)the differences in the relative rights and preferences between the shares of each series to the
extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and
qualified in its entirety by reference to the charter of the Corporation including all amendments and supplements thereto (the "Charter"), a copy of which will be sent without charge to each
stockholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office or to the Transfer Agent. 


        The
securities represented by this certificate are subject to restrictions on ownership and transfer for the purpose of the Corporation's maintenance of its status as a real estate
investment trust under the Internal Revenue Code of 1986, as amended. Except as otherwise provided pursuant to the Charter of the Corporation, no Person may (i) Acquire any shares of
Series D Preferred if, as a result of such Acquisition, such Person shall Beneficially Own or Constructively Own shares of Series D Preferred in excess of 20% of the outstanding
Series D Preferred of the Corporation or (ii) Beneficially Own or Constructively Own any shares of Series D Preferred such that such Person would Beneficially Own or
Constructively Own Capital Stock in excess of 9% in value of the aggregate of the outstanding shares of Capital Stock of the Corporation. Any Person who Acquires or attempts to Acquire or Beneficially
owns or Constructively owns shares of Series D Preferred in excess of the aforementioned limitations, or any Person who is or attempts to become a transferee such that Series D Excess
Preferred would result under the provisions of the Charter, shall immediately give written notice or, in the event of a proposed or attempted Transfer, give at least 15 days prior written
notice to the Corporation of such event and shall provide to the Corporation such other information as it may request in order to determine the effect of any such transfer on the corporation's status
as a REIT. All capitalized terms in this legend have the meanings defined in the Charter of the Corporation, a copy of which, including the restrictions on transfer, will be sent to any stockholder on
request and without charge. Transfers in violation of the restrictions described above shall be void ab initio. If the restrictions on ownership and
transfer are violated, the securities represented hereby will be designated and treated as shares of Series D Excess Preferred which will be held in trust by the Corporation. The
foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Charter, a copy of which, including the restrictions on transfer, will be sent
without charge to each stockholder who so requests. Such request must be made to the Secretary of the Corporation at its principal office or to the Transfer Agent. 




KEEP
THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED, THE

CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE

ISSUANCE OF A REPLACEMENT CERTIFICATE. 












        The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or
regulations: 



	

TEN COM	
 	

-as tenants in common	
 	

UNIF GIFT MIN ACT-            	
 	

Custodian             
	

TEN ENT	
 	

-as tenants by the entireties	
 	

 	
 	

(Cust)                    (Minor)
	

JT TEN	
 	

-as joint tenants with right of survivorship and not as tenants in common	
 	

 	
 	

under Uniform Gifts Minors

Act of                               
	 	 	 	 	 	 	          (State)





	                Additional abbreviations may also be used though not in the above list.	 
	

FOR VALUE RECEIVED,                          HEREBY SELL, ASSIGN AND TRANSFER UNTO	

 
	

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE	

 
	

	
 	

 	

 
	

	
 	


	


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

	

(            )
	

SHARES OF CAPITAL STOCK OF THE CORPORATION REPRESENTED BY THIS CERTIFICATE AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
	

	

ATTORNEY
	

TO TRANSFER THE SAID SHARES OF CAPITAL STOCK ON THE BOOKS OF THE CORPORATION WITH POWER OF SUBSTITUTION IN THE PREMISES.







	

Dated	
 	

	
 	

NOTICE: The Signature To This Assignment Must Correspond With The Name As Written Upon The Face Of The Certificate In Every Particular, Without Alteration Or Enlargement Or Any Change Whatever.
	

Signature Guaranteed By:	
 	

Signature(s)













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Exhibit 4.2


SL GREEN REALTY CORP.