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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- - - - --- ACT OF 1934

For the fiscal year ended JANUARY 31, 2000
----------------

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- - - - --- EXCHANGE ACT OF 1934

Commission file number 001-13777

GETTY REALTY CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Maryland 11-3412575
- - - - ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

125 Jericho Turnpike, Jericho, New York 11753
- - - - --------------------------------------- -------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 516-338-2600

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
- - - - ----------------------------- -------------------------
Common Stock, $.01 par value New York Stock Exchange
Series A Participating Convertible
Redeemable Preferred Stock, $.01 par value New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None
----------------
(Title of Class)

Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the voting stock held by nonaffiliates (7,018,419
shares of common stock and 1,738,420 shares of preferred stock) of the Company
was $119,886,961 as of April 18, 2000.

The registrant had outstanding 12,812,009 shares of common stock and 2,884,068
shares of preferred stock as of April 18, 2000.

DOCUMENTS INCORPORATED BY REFERENCE

Document Part of Form 10-K
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Annual Report to Stockholders for the fiscal year ended January 31, 2000
(the "Annual Report")(pages 6 through 24). II

Definitive Proxy Statement for the 2000 Annual Meeting of Stockholders (the
"Proxy Statement") which will be filed by the registrant on or prior to 120
days following the end of the registrant's fiscal year ended January 31, 2000
pursuant to Regulation 14A. III

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PART I

Item 1. Business

General

Getty Realty Corp. is the largest real estate company in the U. S. specializing
in the ownership, leasing and management of gasoline station/convenience store
properties. Prior to the 1997 spinoff of our petroleum marketing business, we
were also one of the nation's largest independent marketers of petroleum
products, serving retail and wholesale customers through a distribution and
marketing network of Getty(R) and other branded retail outlets (also referred to
as service stations) located in 12 Northeastern and Middle-Atlantic states.

On March 21, 1997, we completed the spinoff of our petroleum marketing business
to our stockholders (the "Spinoff"), who received a tax-free dividend of one
share of common stock of Getty Petroleum Marketing Inc. ("Marketing") for each
share of our common stock. Marketing held the assets and liabilities of our
petroleum marketing business and New York Mid-Hudson Valley home heating oil
business. Shortly thereafter, we changed our name from Getty Petroleum Corp. to
Getty Realty Corp. In December 1998, we sold our remaining heating oil business,
Aero Oil Company. As a result, we are now engaged in the ownership, leasing and
management of real estate properties, most of which are gasoline/convenience
store properties leased on a long-term net basis to Marketing. For additional
information regarding the Spinoff and the sold heating oil business, see Notes 2
and 3 to the consolidated financial statements contained in the accompanying
Annual Report.

Reorganization

On January 30, 1998, we reorganized as a Maryland corporation. At that time,
Getty Realty Corp., a Delaware corporation, changed its name to Getty Properties
Corp. and became a wholly- owned subsidiary of our new Maryland company. When we
refer to the Company, we mean Getty Realty Corp., a Maryland corporation, and
for periods prior to January 30, 1998, we mean Getty Realty Corp., a Delaware
corporation (also referred to as "Old Getty"). In connection with the
reorganization, stockholders of Old Getty received one share of common stock of
the Company for each share of Old Getty's common stock tendered for exchange.
Our Company's common stock is listed on the New York Stock Exchange under the
symbol GTY.

Merger with Power Test Investors Limited Partnership and Issuance of Preferred
Stock

On January 30, 1998, we also acquired Power Test Investors Limited Partnership
(the "Partnership"), as a result of which we acquired fee title to 295
properties which Old Getty had previously leased from the Partnership. See "Item
2. Properties" below. In that transaction, 2,888,798 shares of our Series A
Participating Convertible Redeemable Preferred Stock, $.01 par value,
("Preferred Stock") were issued to the former unitholders of the Partnership and
to CLS General Partnership Corp., the Partnership's general partner. On February
11, 1998, the

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Preferred Stock commenced trading on the New York Stock Exchange under the
symbol GTY PrA.

Real Estate Business

We specialize in the ownership and leasing of properties in the petroleum
industry, since we have substantial knowledge and expertise in this industry. In
view of current conditions in both the financial markets and retail gasoline
service station real estate markets, we have decided to focus primarily on
managing our existing portfolio of gasoline service stations, terminals and
related properties in a more cost effective manner, and to utilize free cash
flow and capital resources to increase dividend payments to shareholders and to
selectively repurchase our equity.

On February 1, 1997, we entered into a Master Lease Agreement with Marketing
(the "Master Lease") under which, as of January 31, 2000, 1,013 service station
and convenience store properties and 9 distribution terminals and bulk plants
were leased or subleased by the Company as the lessor to Marketing as the
lessee. The initial term of the Master Lease is 15 years, with four ten-year
renewal options (or with respect to leased properties, such a shorter period
as the underlying lease may provide). The Master Lease is a "triple-net" lease,
so Marketing is responsible for the cost of all taxes, maintenance, repairs,
insurance and other operating expenses. Rent for each of the properties was set
using the then fair market value of each property, assuming the properties were
free of certain environmental conditions for which we are responsible.

We received lease payments from Marketing aggregating approximately $56.4
million (or 96% of the $58.9 million total revenues we received from all of our
rental properties) during the fiscal year ended January 31, 2000. We are
materially dependent upon the ability of Marketing to meet its obligations under
the Master Lease. Marketing's financial results depend largely on retail
marketing margins and rental income from its dealers. The petroleum marketing
industry has been and continues to be volatile and highly competitive; however,
we do not anticipate that Marketing will have difficulty making all required
rental payments for the foreseeable future.

As of January 31, 2000, we owned or leased 72 additional properties not included
under the Master Lease, most of which are leased for non-petroleum use. We also
owned 24 properties being held for disposition.

Regulation

We are subject to numerous federal, state and local laws and regulations. The
costs related to compliance with those laws and regulations have not had and are
not expected to have a material adverse effect on our financial position,
although these costs may have a significant impact on our results of operations
or liquidity for any single fiscal year or interim period.

Petroleum properties are governed by numerous federal, state and local
environmental laws and regulations. These laws have included (i) requirements to
report to governmental authorities discharges of petroleum products into the
environment and, under certain circumstances, to

remediate the soil and/or groundwater contamination pursuant to governmental
order and directive, (ii) requirements to remove and replace underground storage
tanks that have exceeded governmental-mandated age limitations and (iii) the
requirement to provide a certificate of financial responsibility with respect to
claims relating to underground storage tank failures.

Environmental expenses have been attributable to remediation, monitoring, soil
disposal and governmental agency reporting (collectively "Remediation Costs")
incurred in connection with contaminated sites and the replacement or upgrading
of underground storage tanks, related piping, underground pumps, wiring and
monitoring devices (collectively "USTs") to meet federal, state and local
environmental standards, as well as routine monitoring and tank testing. Under
the Master Lease, we committed to a program to bring scheduled leased properties
to regulatory closure and, thereafter, transfer all environmental risks to
Marketing.

We believe that we are in substantial compliance with federal, state and local
provisions enacted or adopted pertaining to environmental matters. Although we
are unable to predict what legislation or regulations may be adopted in the
future with respect to environmental protection and waste disposal, existing
legislation and regulations have had no material adverse effect on our
competitive position. See "Item 3. Legal Proceedings."

Personnel

As of January 31, 2000, we had 10 employees. Under a Services Agreement,
Marketing provides certain administrative and technical services to us and we
provide certain services to Marketing. We paid net fees to Marketing for
services performed (after deducting the fees paid by Marketing to us for
services provided) of $749,000 for the year ended January 31, 2000 and $960,000
for each of the years ended January 31, 1999 and 1998. These fees are included
in general and administrative expenses in our consolidated statements of
operations.

Special Factors Regarding Forward-Looking Statements

Certain statements in this Annual Report on Form 10-K may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. When we use the words "believes", "expects",
"plans", "estimates" and similar expressions, we intend to identify
forward-looking statements. These forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our actual
results, performance and achievements to be materially different from any future
results, performance or achievements expressed or implied by these
forward-looking statements. These factors include, but are not limited to: risks
associated with owning and leasing real estate generally; dependence on
Marketing as a lessee and on rentals from companies engaged in the petroleum
marketing and convenience store businesses; competition for locations and
tenants; risk of tenant non-renewal; the effects of regulation; the Company's
expectations as to the cost of completing environmental remediation; and
potential effects of Year 2000 issues. For a more detailed discussion of risk
factors, see the information set forth under the caption "Risk Factors" in our
Proxy

Statement/Prospectus dated January 13, 1998.

As a result of these and other factors, we may experience material fluctuations
in future operating results on a quarterly or annual basis, which could
materially and adversely effect our business, financial condition, operating
results and stock price. An investment in our preferred and common stocks
involves various risks, including those mentioned above and elsewhere in this
report and those which are detailed from time to time in our other filings with
the Securities and Exchange Commission.

You should not place undue reliance on forward-looking statements, which reflect
our view only as of the date hereof. We undertake no obligation to publicly
release revisions to these forward- looking statements that reflect future
events or circumstances or the occurrence of unanticipated events.

Item 2. Properties

The properties we owned in fee or leased for each of the five fiscal years ended
January 31, 2000 are as follows:

January 31,
--------------------------------------------
2000 1999 1998 1997 1996
----- ----- ----- ----- -----

Owned 757 740 736 441 439

Leased 361 379 404 732 734
----- ----- --- ----- -----

Total 1,118 1,119 1,140 1,173 1,173
===== ===== ===== ===== =====

The following table sets forth information regarding lease expirations for the
properties:

Fiscal Year Number of Leases Expiring (a) Percent of Total
- - - - ----------- ----------------------------- ----------------

2001 24 6.6%
2002 59 16.3
2003 52 14.4
2004 41 11.4
2005 42 11.6
Thereafter 143 39.7
--- ------

361 100.0%
=== ======

(a) The lease expiration schedule does not take give effect to lease renewal or
extension options.

On January 30, 1998, we acquired the Partnership, a publicly traded real estate
limited partnership, in a transaction accounted for as a purchase. As a result
of the transaction, we acquired 295 fee properties, consisting of 290 service
station and convenience store properties and five terminals, that we previously
leased from the Partnership.

As of January 31, 2000, we owned in fee six distribution terminals and leased
three bulk plants (on a long-term net lease basis) located in New York, New
Jersey, Rhode Island and Connecticut. These terminals and bulk plants have an
aggregate storage capacity of approximately 48 million gallons. The terminals
located in East Providence (Rhode Island) and Rensselaer (New York) are
deep-water terminals, capable of handling large vessels. The nine distribution
terminals and bulk plants are leased or sub-leased to Marketing.

As of January 31, 2000, we leased approximately 32,000 square feet of office
space at 125 Jericho Turnpike, Jericho, New York, where we currently maintain
our corporate headquarters. Most of this space has been subleased to Marketing.

We believe that substantially all of our owned and leased properties are in good
condition.

For a description of our lease arrangements with Marketing, see discussion above
under the caption "Real Estate Business."

Item 3. Legal Proceedings

(a) Information in response to this item is incorporated herein by reference
from Note 5 of the Notes to Consolidated Financial Statements set forth on page
17 of the Annual Report.

In 1991, the State of New York brought an action in the New York State Supreme
Court in Albany County against one of our former subsidiaries seeking
reimbursement in the amount of $189,000 for cleanup costs incurred at a service
station. The State is also seeking penalties of $200,000 and interest. There has
been no activity in this proceeding in the past several years.

In 1993, the State of New York asserted a claim against us for cleanup costs
incurred at a service station and for statutory penalties. In 1994, an action
was filed in New York State Supreme Court in Albany County against us and other
parties to recover $522,000 for cleanup costs and unspecified penalties and
interest.

In 1994, one of our subsidiaries was served with an Amended Complaint naming the
subsidiary as one of many defendants in the Keystone Superfund case pending in
the U.S. District Court for the Middle District of Pennsylvania. The Complaint
pertained to the subsidiary's miscellaneous office refuse and used furnace air
and oil filters which were disposed of at the site. In 1995, another subsidiary
was brought into the same action pertaining to convenience store refuse. In
August 1997, we paid into escrow $40,000 in full settlement. The settlement has
been approved by the United States Environmental Protection Agency, but has not
yet been approved by the Court.

In 1995, Pennsauken Solid Waste Management Authority, its successor-in-interest,
the Pollution Control Financing Authority of Camden County and the Township of
Pennsauken, New Jersey commenced an action for unspecified amounts against
certain defendants for all costs and damages incurred for the remediation of the
Pennsauken Sanitary Landfill. In November 1996, one of the defendants filed a
third party complaint in the Superior Court of New Jersey, Camden County,
against its former customers, including our former construction company
subsidiary, seeking indemnification from the third party defendants for all
costs it incurred or will incur in response to the release of hazardous
substances in the landfill plus attorneys' fees. We believe that any exposure is
not material because the quantities of construction fill deposited at the waste
site were small.

In June 1998, we were sued as a third-party defendant in the Superfund case of
U.S. v. Champion Chemical Co. and Imperial Oil Co., pending in the U.S. District
Court for New Jersey. Our defense is being conducted by Texaco Inc., which has
agreed to fully indemnify us. In August 1998, we were sued as a third-party
defendant in the Superfund case of U.S. v. Manzo, pending in the U. S. District
Court for New Jersey. Our defense is also being conducted by Texaco Inc., which
has agreed to fully indemnify us. Both matters involve time periods prior to
1985, when we purchased the properties from Texaco Inc. pursuant to an agreement
under which Texaco is obligated to indemnify us for environmental matters of
this kind.

In December 1998, the New York State Department of Environmental Conservation
filed an administrative complaint against us for civil penalties for alleged
groundwater contamination and gasoline migration into a residence basement in
April 1997. The action was filed in response to a citizen's lawsuit filed
against us in the U.S. District Court for the Southern District of New York.

In September 1999, the State of New York filed a lawsuit against us in the New
York State Supreme Court in Albany County, seeking reimbursement of $1,300,000
(plus interest and penalties) spent to clean up a discharge that allegedly
occurred at a Company service station. We contend that the discharge occurred at
a contiguous service station, the owner of which is a party to the lawsuit and
against whom we asserted a cross-claim.

Two lawsuits brought by the State of New York in 1986, seeking reimbursement for
cleanup costs incurred at two service stations on Long Island, were settled
during the fourth quarter of fiscal 2000. Various parties participated in the
settlement of the two cases and we contributed $133,000 towards the settlements.

A lawsuit brought by the State of New York in 1993, seeking reimbursement for
cleanup costs incurred at a service station on Long Island, was settled during
the first quarter of fiscal 2000. We contributed $292,500 to the settlement,
together with a contribution made by the former owner of another nearby service
station.

Two lawsuits brought by the State of New York in 1996, seeking reimbursement for
cleanup costs incurred at two service stations in New York City, were settled
during the fourth quarter of fiscal 2000. We paid $700,000 to settle the two
cases.

A lawsuit brought by the State of New York in 1998, seeking reimbursement for
cleanup costs incurred at a house to which our former subsidiary delivered home
heating oil, was settled in the fourth quarter of fiscal 2000 by our paying
$280,000.

Item 4. Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders during the fourth quarter
of our fiscal year ended January 31, 2000.

Executive Officers of Registrant

The following table lists the executive officers of Getty Realty as of January
31, 2000, their respective ages, the offices and positions held and the year in
which each was elected an officer of the Company or its predecessor.

Name Age Position Officer Since
---- --- -------- -------------

Leo Liebowitz 72 President and Chief Executive
Officer 1971
John J. Fitteron 58 Senior Vice President, Treasurer
and Chief Financial Officer 1986

Mr. Liebowitz has been President and Chief Executive Officer and a director
since 1971. He is also the Chairman, Chief Executive Officer and a director of
Marketing. Mr. Liebowitz is a director of the Regional Banking Advisory Board of
Chase Banking Corp.

Mr. Fitteron joined Getty in 1986 as Senior Vice President and Chief Financial
Officer and assumed the additional position of Treasurer in 1994. Prior to
joining Getty, he was a Senior Vice President at Beker Industries Corp., a
chemical and natural resource company.

Management is not aware of any family relationships between the executive
officers.

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Information in response to this item is incorporated herein by reference from
material under the heading "Capital Stock" on page 24 of the Annual Report.

Item 6. Selected Financial Data

Information in response to this item is incorporated herein by reference from
material under the heading "Selected Financial Data" on page 6 of the Annual
Report.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Information in response to this item is incorporated herein by reference from
material under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 7 through 10 of the Annual Report.

Item 7A. Market Risk

Information in response to this item is incorporated herein by reference from
Note 5 of the Notes to Consolidated Financial Statements set forth on page 17 of
the Annual Report.

Item 8. Financial Statements and Supplementary Data

Information in response to this item is incorporated herein by reference from
the financial information set forth on pages 11 through 24 of the Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

PART III

Item 10. Directors and Executive Officers of the Registrant

Information with respect to directors in response to this item is incorporated
herein by reference from material under the headings "Election of Directors" and
"Compliance with Section 16(a) of the Securities Exchange Act of 1934" on pages
2, 5 and 14, respectively, of the Proxy Statement.

Information regarding executive officers is included in Part I hereof.

Item 11. Executive Compensation

Information in response to this item is incorporated herein by reference from
material under the headings "Directors' Meetings, Committees and Executive
Officers" and "Compensation" through, and including the material under the
heading "Compensation Committee Interlocks and Insider Participation" on pages
5 through 9 of the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information in response to this item is incorporated herein by reference from
material under the heading "Beneficial Ownership of Capital Stock" on pages 3
and 4 of the Proxy Statement.

Item 13. Certain Relationships and Related Transactions

Information in response to this item is incorporated herein by reference from
material under the heading "Certain Transactions" on page 11 of the Proxy
Statement.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) 1. Financial statements

The financial statements listed in the Index to
Financial Statements and Financial Statement
Schedules on page 12 are filed as part of this annual
report.

2. Financial statement schedule

The financial statement schedule listed in the Index
to Financial Statements and Financial Statement
Schedules on page 12 is filed as part of this annual
report.

3. Exhibits

The exhibits listed in the Exhibit Index on pages 15
through 22 are filed as part of this annual report.

4. Reports on Form 8-K

None.

GETTY REALTY CORP.
INDEX TO FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES
COVERED BY REPORT OF INDEPENDENT ACCOUNTANTS
Items 14(a) 1 & 2

Reference
Form 10-K 2000 Annual
(pages) Report (pages)
------------------------------

Data incorporated by reference from attached 2000 Annual Report to Stockholders
of Getty Realty Corp.:
Report of Independent Accountants 23

Consolidated Statements of Operations for the
years ended January 31, 2000, 1999 and 1998 11

Consolidated Balance Sheets as of January 31,
2000 and 1999 12

Consolidated Statements of Cash Flows for the
years ended January 31, 2000, 1999 and 1998 13

Notes to Consolidated Financial Statements 14 - 22

Report of Independent Accountants - Supplemental Schedule 13

Schedule II - Valuation and Qualifying Accounts and
Reserves for the years ended January 31, 2000, 1999 and 1998 14

All other schedules are omitted for the reason that they are either not
required, not applicable, not material or the information is included in the
consolidated financial statements or notes thereto.

The financial statements listed in the above index which are included in the
2000 Annual Report to Stockholders are hereby incorporated by reference. With
the exception of the pages listed in the above index and the information
incorporated by reference included in Part II, Items 5, 6, 7, 7A and 8, the 2000
Annual Report to Stockholders is not deemed filed as part of this report.

REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Stockholders
of Getty Realty Corp.:

Our audits of the consolidated financial statements referred to in our report
dated March 9, 2000 appearing in the fiscal 2000 Annual Report to Shareholders
of Getty Realty Corp. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.

PricewaterhouseCoopers LLP
New York, New York
March 9, 2000

13
14
GETTY REALTY CORP. and SUBSIDIARIES
SCHEDULE II - VALUATION and QUALIFYING ACCOUNTS and RESERVES
for the years ended January 31, 2000, 1999 and 1998
(in thousands)

Balance at Balance at
beginning end of
of period Additions Deductions period
--------- --------- ---------- ------

2000:
Allowance for
doubtful accounts* $112 $ 56 $ 10 $158
==== ==== ====== ====

1999:
Allowance for
doubtful accounts* $171 $113 $ 172 $112
==== ==== ======= ====

1998:
Allowance for
doubtful accounts* $1,369 $68 $1,266(a) $171
====== === ====== ====

*Relates to accounts receivable.

(a) Includes $1,185 transferred to Marketing in connection with the Spinoff.

EXHIBIT INDEX

GETTY REALTY CORP.

Annual Report on Form 10-K
for the fiscal year ended January 31, 2000
------------------------------------------

Exhibit
No. Description
- - - - ------- -----------

1.1 Agreement and Plan of Reorganization and Merger, dated as of December 16,
1997 (the "Merger Agreement") by and among Getty Realty Corp., Power Test
Investors Limited Partnership and CLS General Partnership Corp.

Filed as Exhibit 2.1 to Company's Registration Statement on Form S-4, filed
on January 12, 1998 (File No. 333-44065), included as Appendix A to the
Joint Proxy Statement/Prospectus that is a part thereof, and incorporated
herein by reference.

3.1 Articles of Incorporation of Getty Realty Holding Corp. ("Holdings"), now
known as Getty Realty Corp., filed December 23, 1997.

Filed as Exhibit 3.1 to Company's Registration Statement on Form S-4, filed
on January 12, 1998 (File No. 333-44065), included as Appendix D to the
Joint Proxy Statement/Prospectus that is a part thereof, and incorporated
herein by reference.

3.2 Articles Supplementary to Articles of Incorporation of Holdings, filed
January 21, 1998.

Filed as Exhibit 3.2 to Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1998 (File No. 001-13777) and incorporated herein by
reference.

3.3 By-Laws of Holdings.

Filed as Exhibit 3.2 to Company's Registration Statement on Form S-4, filed
on January 12, 1998 (File No. 333-44065), included as Appendix F to the
Joint Proxy Statement/Prospectus that is a part thereof, and incorporated
herein by reference.

16
3.4 Articles of Amendment of Holdings, changing its name to Getty Realty Corp.,
filed January 30, 1998.

Filed as Exhibit 3.4 to Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1998 (File No. 001-13777) and incorporated herein by
reference.

4.1 $35,000,000 reducing revolving Loan Agreement between Leemilt's Petroleum,
Inc. and Bank of New England, N.A. dated as of December 7, 1987, and
related Guaranty Agreement, dated as of December 7, 1987, by and between
Getty Petroleum Corp. (now known as Getty Properties Corp.) and Bank of New
England, N.A.

Filed as Exhibit 4.7 to the Quarterly Report on Form 10-Q for the quarter
ended October 31, 1987 (File No. 1-8059) of Getty Petroleum Corp., and
incorporated herein by reference.

4.2 Amended and Restated Loan Agreement between Leemilt's Petroleum, Inc. and
Fleet Bank of Massachusetts, N.A., as successor to Bank of New England,
N.A., dated as of October 31, 1995 (the "Leemilt's Loan").

Filed as Exhibit 4.8 to the Annual Report on Form 10-K for the fiscal year
ended January 31, 1996 (File No. 1-8059) of Getty Petroleum Corp. and
incorporated herein by reference.

4.3 First Amendment to Amended and Restated Loan Agreement between Leemilt's
Petroleum, Inc. and Fleet National Bank (formerly known as Fleet Bank of
Massachusetts, N.A.) dated as of April 18, 1997.

Filed as Exhibit 4.3 to Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1998 (File No. 001-13777) and incorporated herein by
reference.

4.4 Second Amendment to Amended and Restated Loan Agreement between Leemilt's
Petroleum, Inc. and Fleet National Bank dated as of January 30, 1998.

Filed as Exhibit 4.4 to Company's Annual Report on Form 10-K for the fiscal
year ended January 31, 1998 (File No. 001-13777) and incorporated herein by
reference.

4.5 Amended and Restated Loan Agreement between Power Test Realty Company
Limited Partnership ("PT Realty") and Fleet Bank of Massachusetts, N.A.
dated as of October 31, 1995 (the "PT Realty Loan").

Filed as Exhibit 10.27 to Power Test Investors Limited Partnership's ("PT
Investors") Annual Report on Form 10-K for the fiscal year ended December
31, 1995 (File No. 0-14557) and incorporated herein by reference.

17
4.6 First Amendment to Amended and Restated Loan Agreement between PT Realty
and Fleet National Bank dated as of April 18, 1997.

Filed as Exhibit 4.6 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

4.7 Second Amendment to Amended and Restated Loan Agreement between PT Realty
and Fleet National Bank dated as of January 30, 1998.

Filed as Exhibit 4.7 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

4.8 Third Amendment to Amended and Restated Loan Agreement between PT Realty
and Fleet National Bank dated as of March 1, 2000.

4.9 Second Amended and Restated Master Note between PT Realty and Fleet
National Bank dated as of March 1, 2000.

10.1 Retirement and Profit Sharing Plan (amended and restated as of September
19, 1996), adopted by the Company on December 16, 1997.

Filed as Exhibit 10.2(b) to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1997 (File No. 1-8059) and incorporated
herein by reference.

10.2 1998 Stock Option Plan, effective as of January 30, 1998.
Filed as Exhibit 10.1 to Company's Registration Statement on Form S-4,
filed on January 12, 1998 (File No. 333-44065), included as Appendix H
to the Joint Proxy Statement/Prospectus that is a part thereof, and
incorporated herein by reference.

10.3 Asset Purchase Agreement among Power Test Corp. (now known as Getty
Properties Corp.), Texaco Inc., Getty Oil Company and Getty Refining and
Marketing Company, dated as of December 21, 1984.

Filed as Exhibit 2(a) to the Current Report on Form 8-K of Power Test
Corp., filed February 19, 1985 (File No. 1-8059) and incorporated herein
by reference.

17
18

10.4 Trademark License Agreement among Power Test Corp., Texaco Inc., Getty
Oil Company and Getty Refining and Marketing Company, dated as of
February 1, 1985.

Filed as Exhibit 2(b) to the Current Report on Form 8-K of Power Test
Corp., filed February 19, 1985 (File No. 1-8059) and incorporated herein
by reference.

10.5 Three Party Lease Agreement among Getty Realty Corp. (now known as Getty
Properties Corp.), Leemilt's Petroleum, Inc. and Fleet National Bank
dated as of April 18, 1997, amending and restating the Lease dated
February 1, 1985 between Leemilt's Petroleum, Inc., as lessor, and Getty
Petroleum Corp. (now known as Getty Properties Corp.), as lessee.

Filed as Exhibit 10.5 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

10.6 Amendment to Three Party Lease Agreement among Getty Properties Corp.,
Leemilt's Petroleum, Inc. and Fleet National Bank dated as of January 30,
1998.

Filed as Exhibit 10.6 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

10.7 Amended and Restated Hazardous Waste and PMPA Indemnification Agreement,
dated as of October 31, 1995, among Getty Petroleum Corp. (now known as
Getty Properties Corp.), Power Test Realty Company Limited Partnership
and Fleet Bank of Massachusetts, N.A.

Filed as Exhibit 10.17 to the Annual Report on Form 10-K for the fiscal
year ended January 31, 1996 (File No. 1-8059) of Getty Petroleum Corp.
and incorporated herein by reference.

10.8 Affirmation and Acknowledgement of Amended and Restated Hazardous Waste
and PMPA Indemnification Agreement, between Getty Realty Corp. and Fleet
National Bank dated as of April 18, 1997.

Filed as Exhibit 10.8 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

18
19

10.9 Second Affirmation and Acknowledgement of Amended and Restated Hazardous
Waste and PMPA Indemnification Agreement between the Company and Fleet
National Bank, dated as of January 30, 1998.

Filed as Exhibit 10.9 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

10.9A Third Affirmation and Acknowledgment of Amended and Restated Hazardous
Waste and PMPA Indemnification Agreement between the Company and Fleet
National Bank, dated as of March 1, 2000.

10.10 Amended and Restated Guaranty Agreement, dated as of October 31, 1995,
between Getty Petroleum Corp. and Fleet Bank of Massachusetts, N.A.
pertaining to the Leemilt's Loan.

Filed as Exhibit 10.10 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

10.11 Affirmation and Acknowledgment of Amended and Restated Guaranty Agreement
between Getty Realty Corp. and Fleet National Bank, dated as of April 18,
1997, pertaining to the Leemilt's Loan.

Filed as Exhibit 10.11 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

10.12 Guaranty Agreement between the Company and Fleet National Bank, dated as
of January 30, 1998, pertaining to the Leemilt's Loan.

Filed as Exhibit 10.12 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

10.13 Guaranty Agreement between the Company and Fleet National Bank, dated as
of January 30, 1998, pertaining to the PT Realty Loan.

Filed as Exhibit 10.13 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

10.14 Guaranty Agreement between Getty Properties Corp. and Fleet National Bank
dated as of January 30, 1998, pertaining to the PT Realty Loan.

Filed as Exhibit 10.14 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

10.15 Form of Indemnification Agreement between the Company and its directors.

Filed as Exhibit 10.15 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

10.16 Supplemental Retirement Plan for Executives of the Company (then known as
Getty Petroleum Corp.) and Participating Subsidiaries (adopted by the
Company on December 16, 1997).

Filed as Exhibit 10.22 to the Annual Report on Form 10-K for the fiscal
year ended January 31, 1990 (File No. 1-8059) of Getty Petroleum Corp.
and incorporated herein by reference.

10.17 Form of Agreement dated December 9, 1994 between Getty Petroleum Corp.
and its non-director officers and certain key employees regarding
compensation upon change in control.

Filed as Exhibit 10.23 to the Annual Report on Form 10-K for the fiscal
year ended January 31, 1995 (File No. 1-8059) of Getty Petroleum Corp.
and incorporated herein by reference.

10.18 Form of Agreement dated as of March 7, 1996 amending Agreement dated as
of December 9, 1994 between Getty Petroleum Corp. (now known as Getty
Properties Corp.) and its non-director officers and certain key
employees regarding compensation upon change in control (See Exhibit
10.17).

Filed as Exhibit 10.27 to the Annual Report on Form 10-K for the fiscal
year ended January 31, 1996 (File No. 1-8059) of Getty Petroleum Corp.
and incorporated herein by reference.

10.19 Form of letter from Getty Petroleum Corp. dated April 8, 1997, confirming
that a change of control event had occurred pursuant to the change of
control agreements. (See Exhibits 10.17 and 10.18).

Filed as Exhibit 10.19 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

21
10.20 Form of Agreement dated March 9, 1998, from the Company to certain
officers and key employees, adopting the prior change of control
agreements, as amended, and further amending those agreements. (See
Exhibits 10.17, 10.18 and 10.19).

Filed as Exhibit 10.20 to Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1998 (File No. 001-13777) and incorporated
herein by reference.

10.21 Form of Master Lease Agreement dated February 1, 1997 between Getty
Petroleum Corp. (now known as Getty Properties Corp.) and Getty Petroleum
Marketing Inc.

Filed as Exhibit 10.28 to the Annual Report on Form 10-K for the fiscal
year ended January 31, 1997 (File No. 1-8059) of Getty Petroleum Corp.
and incorporated herein by reference.

10.22 Form of Reorganization and Distribution Agreement between Getty Petroleum
Corp. (now known as Getty Properties Corp.) and Getty Petroleum Marketing
Inc. dated as of February 1, 1997.

Filed as Exhibit 10.29 to the Annual Report on Form 10-K for the fiscal
year ended January 31, 1997 (File No. 1-8059) of Getty Petroleum Corp.
and incorporated herein by reference.

10.23 Form of Trademark License Agreement between Getty Petroleum Corp. (now
known as Getty Properties Corp.) and Getty Petroleum Marketing Inc.

Filed as Exhibit 10.30 to the Annual Report on Form 10-K for the fiscal
year ended January 31, 1997 (File No. 1-8059) of Getty Petroleum Corp.
and incorporated herein by reference.

10.24 Form of Services Agreement dated as of February 1, 1999 between Getty
Realty Corp. and Getty Petroleum Marketing Inc.

Filed as Exhibit 10.24A to the Annual Report on Form 10-K for the fiscal
year ended January 31, 1999 (File No. 1-8059) of Getty Realty Corp, and
incorporated herein by reference.

10.25 Form of Tax Sharing Agreement between Getty Petroleum Corp. (now known as
Getty Properties Corp.) and Getty Petroleum Marketing Inc.

Filed as Exhibit 10.32 to the Annual Report on Form 10-K for the fiscal
year ended January 31, 1997 (File No. 1-8059) of Getty Petroleum Corp.
and incorporated herein by reference.

21
22

10.26 Form of Stock Option Reformation Agreement made and entered into as of
March 21, 1997 by and between Getty Petroleum Corp. (now known as Getty
Properties Corp.) and Getty Petroleum Marketing Inc.

Filed as Exhibit 10.33 to the Annual Report on Form 10-K for the fiscal
year ended January 31, 1997 (File No. 1-8059) of Getty Petroleum Corp.
and incorporated herein by reference.

10.27 Guarantee Agreement between the Company and Fleet National Bank, dated as
of March 1, 2000, pertaining to the PT Realty Loan.

10.28 Guarantee Agreement between Getty Properties Corp. and Fleet National
Bank dated as of March 1, 2000, pertaining to the PT Realty Loan.

10.29 Third Affirmation and Acknowledgement of Amended and Restated Three Party
Lease Agreement among Getty Realty Corp., PT Realty and Fleet National
Bank dated as of March 1, 2000.

13 Annual Report to Stockholders for the fiscal year ended January 31, 2000.

21 Subsidiaries of the Company.

23 Consent of Independent Accountants.

27 Financial Data Schedule.

- - - - -----------------------
*Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Getty Realty Corp.
------------------
(Registrant)

By /s/ JOHN J. FITTERON
------------------------------
John J. Fitteron,
Senior Vice President,
Treasurer and Chief Financial
Officer
April 28, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

By /s/ LEO LIEBOWITZ By /s/ JOHN J. FITTERON
------------------------------------ ------------------------------
Leo Liebowitz, President, John J. Fitteron,
Chief Executive Officer Senior Vice President,
and Director Treasurer and Chief Financial
April 28, 2000 Officer (Principal Financial
and Accounting Officer)
April 28, 2000

By /s/ MILTON COOPER By /s/ PHILIP E. COVIELLO
--------------------------- ------------------------------
Milton Cooper, Philip E. Coviello,
Director Director
April 28, 2000 April 28, 2000

By /s/ HOWARD SAFENOWITZ By /s/ WARREN G. WINTRUB
------------------------ ------------------------------
Howard Safenowitz, Warren G. Wintrub,
Director Director
April 28, 2000 April 28, 2000