FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                              SECTION 305(b)(2) |X|
                           ---------------------------

                              THE BANK OF NEW YORK

               (Exact name of trustee as specified in its charter)

New York                                                     13-5160382
(State of incorporation                                   (I.R.S. employer
if not a U.S. national bank)                             identification no.)

One Wall Street, New York, N.Y.                                 10286
(Address of principal executive offices)                     (Zip code)
                           ---------------------------

                            REALTY INCOME CORPORATION
               (Exact name of obligor as specified in its charter)

Maryland                                                      33-0580106
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                            identification no.)

220 West Crest Street
Escondido, California                                         92025-1707
(Address of principal executive offices)                      (Zip code)
                           ---------------------------

                                 Debt Securities
                       (Title of the indenture securities)






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1.   General information. Furnish the following information as to the Trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

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         Name                                          Address
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 Superintendent of Banks of the                    2 Rector Street,
 State of New York                                 New York, N.Y.  10006,
                                                   and Albany, N.Y. 12203

 Federal Reserve Bank of New York                  33 Liberty Plaza,
                                                   New York, N.Y.  10045

 Federal Deposit Insurance Corporation             Washington, D.C.  20429

 New York Clearing House Association               New York, New York   10005

     (b)  Whether it is authorized to exercise corporate trust powers.

     Yes.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     None.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)

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     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.




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                                    SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 5th day of March, 2003.


                                         THE BANK OF NEW YORK


                                     By:  /S/ VAN K. BROWN
                                         ---------------------------------------
                                         Name:    VAN K. BROWN
                                         Title:      VICE PRESIDENT



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