Realty Income Corporation
11995 El Camino Real
San Diego, California 92130
December 15, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010
Attention: Stacie Gorman, Staff Attorney
| Re: | Realty Income Corporation |
Registration Statement on Form S-4
File No. 333-275868
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby respectfully request acceleration of the effective date of the Registration Statement on Form S-4 (File No. 333-275868) (as amended, the “Registration Statement”) of Realty Income Corporation, so that such Registration Statement will be declared effective as of 4:00 p.m., Eastern Time, on December 19, 2023, or as soon thereafter as practicable.
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Darren Guttenberg at (714) 755-8050 or, in his absence, Abigail Smith at (202) 637-3391.
Thank you for your assistance in this matter.
| Very truly yours, | |||
| REALTY INCOME CORPORATION | |||
| By: | / s/ Michelle Bushore | ||
| Name: | Michelle Bushore | ||
| Title: | Executive Vice President, Chief Legal Officer, General Counsel and Secretary | ||
| cc: | Sumit Roy, Realty Income Corporation |
Rochelle Thomas, Spirit Realty Capital, Inc.
Charles Ruck, Latham & Watkins LLP
Darren Guttenberg, Latham & Watkins LLP
Abigail Smith, Latham & Watkins LLP
Adam Emmerich, Wachtell, Lipton, Rosen & Katz
Karessa Cain, Wachtell, Lipton, Rosen & Katz