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Exhibit 4.1    
    


PREFERRED STOCK  



	Incorporated under the laws

of the State of Maryland	 	REALTY INCOME CORPORATION	 	CUSIP: 756109 60 9
	 	 	 	 	SEE REVERSE FOR CERTAIN

DEFINITIONS AND

IMPORTANT NOTICE OF

TRANSFER RESTRICTIONS

AND OTHER INFORMATION





NUMBER  





        THIS CERTIFIES THAT 


************



        is
the record holder of    *********** 


        FULLY PAID AND NON-ASSESSABLE SHARES OF 7.375% MONTHLY INCOME CLASS D CUMULATIVE REDEEMABLE PREFERRED STOCK, PAR VALUE $1.00 PER SHARE, OF  



        REALTY INCOME CORPORATION (the "Company") transferable on the books of the Company
by the holder hereof in person or by properly authorized attorney upon surrender of this Certificate duly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar. This Certificate and the shares represented hereby are issued and shall be subject to all of the provisions of the Charter and Bylaws of the Company and any amendment
thereto. 


        Witness
the seal of the Company and the facsimile signatures of its duly authorized officers. 



	Dated:	 	 
	

	
 	

 
	

Chairman	
 	

 
	

	
 	

 
	

Secretary	
 	

 
	

	
 	

 






Countersigned
and Registered

    The Bank of New York

        Transfer Agent and Registrar 



	By:	 	 	 	 
	 	 	
 Authorized Signature	 	 









IMPORTANT NOTICE  


 CLASSES OF STOCK  


THE COMPANY IS AUTHORIZED TO ISSUE TWO CLASSES OF STOCK WHICH ARE DESIGNATED AS COMMON STOCK AND PREFERRED STOCK. THE PREFERRED STOCK MAY BE ISSUED IN ONE OR MORE SERIES OR
CLASSES. THE BOARD OF DIRECTORS IS AUTHORIZED TO DETERMINE THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH SERIES OR CLASS OF PREFERRED STOCK BEFORE THE ISSUANCE OF ANY SUCH SERIES OR CLASS
OF PREFERRED STOCK. THE COMPANY WILL FURNISH, WITHOUT CHARGE, TO ANY SHAREHOLDER MAKING A REQUEST THEREFOR, A COPY OF THE COMPANY'S CHARTER AND 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 COMPANY HAS THE AUTHORITY
TO ISSUE AND, SINCE THE COMPANY IS AUTHORIZED TO ISSUE PREFERRED STOCK IN SERIES OR CLASSES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES OR
CLASS TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES OR CLASSES. REQUEST FOR SUCH WRITTEN STATEMENT MUST BE DIRECTED
TO THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL OFFICE. 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
COMPANY.


RESTRICTION ON OWNERSHIP AND TRANSFER  


THE SHARES OF 7.375% MONTHLY INCOME CLASS D CUMULATIVE REDEEMABLE PREFERRED STOCK ("CLASS D PREFERRED STOCK") REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE, AMONG OTHERS, OF THE COMPANY'S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE "CODE"). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CHARTER, (i) NO PERSON MAY BENEFICIALLY OWN SHARES OF THE COMPANY'S CLASS D PREFERRED
STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING CLASS D PREFERRED STOCK OF THE COMPANY; (ii) NO PERSON MAY CONSTRUCTIVELY OWN SHARES
OF THE COMPANY'S CLASS D PREFERRED STOCK IN EXCESS OF 9.8% (BY VALUE OR BY NUMBER OF SHARES, WHICHEVER IS MORE RESTRICTIVE) OF THE OUTSTANDING CLASS D PREFERRED STOCK OF THE COMPANY; (iii) NO
PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN CLASS D PREFERRED STOCK THAT, TAKING INTO ACCOUNT ANY OTHER STOCK OF THE COMPANY BENEFICIALLY OR CONSTRUCTIVELY OWNED BY SUCH PERSON, WOULD RESULT IN THE
COMPANY BEING "CLOSELY HELD" UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE COMPANY TO FAIL TO QUALIFY AS A REIT; AND (iv) NO PERSON MAY TRANSFER CLASS D PREFERRED STOCK IF SUCH
TRANSFER WOULD RESULT IN THE STOCK OF THE COMPANY BEING BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY
OWN CLASS D PREFERRED STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN CLASS D PREFERRED STOCK IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE COMPANY.
IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP REFERRED TO IN CLAUSE (i), (ii) or (iii) ABOVE ARE VIOLATED, THE CLASS D PREFERRED  









 STOCK REPRESENTED HEREBY IN EXCESS OF SUCH RESTRICTIONS WILL BE AUTOMATICALLY TRANSFERRED TO THE TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE COMPANY
MAY REDEEM SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE
THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS
LEGEND WHICH ARE DEFINED IN THE TERMS OF THE CLASS D PREFERRED STOCK SHALL HAVE THE MEANINGS ASCRIBED TO THEM IN SUCH TERMS, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING
THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, AND ANY OTHER INFORMATION REQUIRED BY SECTION 2-211(d) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND, WILL BE
FURNISHED TO EACH HOLDER OF CLASS D PREFERRED STOCK ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE COMPANY AT THE COMPANY'S PRINCIPAL OFFICE. 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 COMPANY.


KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE COMPANY 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	 	 	 	 	 	under Uniform Gifts to Minors
	 	 	 	 	of survivorship and not as	 	 	 	 	 	Act
                                      
	 	 	 	 	tenants in common	 	 	 	 	 	(State)
	

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

 	
 	

 	
 	

 	
 	

UNIF TRF MIN ACT	
 	

—	
 	

           (Custodian (until age        )
	 	 	 	 	 	 	 	 	 	 	(Cust)
	 	 	 	 	 	 	 	 	 	 	            under Uniform Transfers
	 	 	 	 	 	 	 	 	 	 	(Minor)
	 	 	 	 	 	 	 	 	 	 	to Minors Act                             
	 	 	 	 	 	 	 	 	 	 	                (State)







        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 the 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint                                Attorney to transfer the said stock on
the books of the within named Company with full power of substitution in the premises.
 



	DATED	 	 	 	 	 	 
	              
	 	 	 	 	 	 
	 	 	X	 	 	 	 
	 	 	 	 	
	 	 
	 	 	X	 	 	 	 
	 	 	 	 	
	 	 
	
NOTICE:	
 	

THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

	
 	

 





	

Signature(s) Guaranteed:	
 	

	
 	

 
	

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCK BROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C.
RULE 17Ad-15.	
 	

 













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Exhibit 4.1