1
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

-------------------------

FORM 8-K

CURRENT REPORT

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

-------------------------

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MARCH 24, 1998

COMMERCIAL NET LEASE REALTY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

MARYLAND 0-12989 56-1431377
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION)

400 EAST SOUTH STREET, SUITE 500 32801
ORLANDO, FLORIDA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (407) 423-7348

ITEM 1. CHANGES IN CONTROL OF REGISTRANT.

Not Applicable.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

Not Applicable.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP.

Not Applicable.

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

Not Applicable.

ITEM 5. OTHER EVENTS.

Concurrently with the filing of this Current Report on Form 8-K, the
Registrant filed a Prospectus Supplement to the Registration Statement on Form
S-3, File No. 333-24773 (the "Registration Statement"), with respect to the
offering by the Registrant of 200,000 shares of Common Stock, $0.01 par value.
The Registration Statement was declared effective by the Securities and Exchange
Commission on April 22, 1997.

ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.

Not Applicable.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a)-(b) Not Applicable.

Exhibit No. Description

1.2 Form of Underwriting Agreement, which is being filed pursuant to
Regulation S-K, Item 601(b)(1) in lieu of filing the otherwise
required exhibit to the Registration Statement, under the
Securities Act of 1933, as amended (the "Securities Act"), and
which, since this Form 8-K filing is incorporated by reference
in such Registration Statement, is set forth in full in such
Registration Statement. (Filed herewith.)

5 Opinion of Shaw Pittman Potts & Trowbridge, which is being filed
pursuant to Regulation S-K, Item 601(b)(5) in lieu of filing the
otherwise required exhibit to the Registration Statement under
the Securities Act, and which, since this Form 8-K filing is
incorporated by reference in such Registration Statement, is set
forth in full in such Registration Statement. (Filed herewith.)

8 Opinion of Shaw Pittman Potts & Trowbridge, which is being filed
pursuant to Regulation S-K, Item 601(b)(8) in lieu of filing the
otherwise required exhibit to the Registration Statement under
the Securities Act, and which, since this Form 8-K filing is
incorporated by reference in such Registration Statement, is set
forth in full in such Registration Statement. (Filed herewith.)

23.1 Consents of Shaw Pittman Potts & Trowbridge (contained in the
opinions filed as Exhibits 5 and 8 hereto), which are being
filed pursuant to Regulation S-K, Item 601(b)(23) in lieu of
filing the otherwise required exhibit to the Registration
Statement under the Securities Act, and which, since this Form
8-K filing is incorporated by reference in such Registration
Statement, is set forth in full in such Registration Statement.
(Filed herewith.)

ITEM 8. CHANGE IN FISCAL YEAR.

Not Applicable.

2
3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be filed on its behalf by
the undersigned thereunto duly authorized.

COMMERCIAL NET LEASE REALTY, INC.

Dated: March 25, 1998 By: Kevin B. Habicht
-----------------------------
Kevin B. Habicht, Chief Financial Officer

3
4

EXHIBIT INDEX

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

1.2 Form of Underwriting Agreement, which is being filed pursuant to
Regulation S-K, Item 601(b)(1) in lieu of filing the otherwise
required exhibit to the Registration Statement on Form S-3 (the
"Registration Statement"), File No. 333-24773, under the
Securities Act of 1933, as amended (the "Securities Act"), and
which, since this Form 8-K filing is incorporated by reference
in such Registration Statement, is set forth in full in such
Registration Statement. (Filed herewith.)