SecProbe.io

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<TEXT>
 March 17, 2025

Brian Dickman
Chief Financial Officer
Getty Realty Corp.
292 Madison Avenue, 9th Floor
New York, NY 10017-6318

 Re: Getty Realty Corp.
 10-K for the fiscal year ended December 31, 2024
 File No. 001-13777
Dear Brian Dickman:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
</TEXT>
</DOCUMENT>

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 GETTY REALTY CORP.
 292 Madison Avenue, 9 th Floor
 New York, New York 10017

 VIA E-MAIL AND EDGAR

 March 14, 2025

 William Demarest
 Isaac Esquivel
 Division of Corporation Finance
 Office of Real Estate & Construction
 U.S. Securities and Exchange Commission
 100 F Street, NE
 Washington, DC 20549

 Re:
 Getty Realty Corp.

 Form 10-K for the year ended December 31, 2024

 8-K Filed February 12, 2025

 File No. 001-13777

 Dear Mr. Demarest and Mr. Esquivel:

 This letter is submitted on behalf of Getty Realty Corp. (the “Company,”) in response to the comment letter dated March 4, 2025, from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission to Brian Dickman, Chief Financial Officer and Treasurer of the Company. For your convenience, we have set forth the Staff’s original comment in italics immediately preceding our response thereto.

 Form 8-K filed February 12, 2025
 Exhibit 99.1, page 5

 1. We note that you disclose full year 2025 guidance for the non-GAAP measure, AFFO per diluted share, without providing a reconciliation to the most directly related GAAP measure. In future filings, please include such reconciliation or, alternatively, provide a statement that the information could not be presented without unreasonable efforts under Item 10(e)(1)(i)(B) of Regulation S-K. Refer also to Questions 102.10(a) and 102.10(b) of the C&DIs for Non-GAAP Financial Measures.
 Response: The Company respectfully acknowledges the Staff’s comment. In accordance with Item 10(e)(1)(i)(B) of Regulation S-K and Questions 102.10(a) and 102.10(b) of the C&DIs for Non-GAAP Financial Measures, the Company respectfully advises the Staff that providing the reconciliation between the non-GAAP measure (AFFO per diluted share) and the most directly related GAAP measure at this time would require unreasonable efforts due to the forward-looking nature of the adjustments necessary to calculate the non-GAAP measure, which rely on assumptions and estimates that are subject to significant change throughout the year, and will include this statement in future filings when we are unable to provide the required reconciliation without unreasonable efforts.

 The Company and its management acknowledge they are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

 We appreciate your understanding and remain committed to complying with all applicable SEC regulations. Should you have any further questions or require additional clarification, please do not hesitate to contact the undersigned at (646) 349-0452 or via email at bdickman@gettyrealty.com.

 Respectfully submitted,

 /s/ Brian Dickman

 Brian Dickman
 Chief Financial Officer and Treasurer

 cc:
 William Demarest, SEC Isaac Esquivel, SEC

 Joshua Dicker, Esq., General Counsel and Secretary

 Penny Minna, Esq., DLA Piper LLP (US)

March 4, 2025
Brian Dickman
Chief Financial Officer
Getty Realty Corp.
292 Madison Avenue, 9th Floor
New York, NY 10017-6318
Re:Getty Realty Corp.
10-K for the fiscal year ended December 31, 2024
8-K filed February 12, 2025
File No. 001-13777
Dear Brian Dickman:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K filed February 12, 2025
Exhibit 99.1, page 5
1.We note that you disclose full year 2025 guidance for the non-GAAP measure, AFFO
per diluted share, without providing a reconciliation to the most directly related
GAAP measure. In future filings, please include such reconciliation or, alternatively,
provide a statement that the information could not be presented without unreasonable
efforts under Item 10(e)(1)(i)(B) of Regulation S-K. Refer also to Questions 102.10(a)
and 102.10(b) of the C&DIs for Non-GAAP Financial Measures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact William Demarest at 202-551-3432 or Isaac Esquivel at 202-551-3395
if you have questions regarding comments on the financial statements and related matters.

March 4, 2025
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

Mail Stop 3233
May 16, 2018

Via E -mail
Danion Fielding
Vice President, Chief Financial Officer and Treasurer
Getty Realty Corp.
Two Jericho Plaza, Suite 110
Jericho, New York 11753

       Re:  Getty Realty Corp.
               Form 10 -K for the Year Ended December 31, 2017
               Filed March 1, 2018
               File No. 001 -13777

Dear Mr. Fielding:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Shannon Sobotka

Shannon Sobotka
Staff Accountant
       Office of Real Estate
& Co mmodities

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GETTY REALTY CORP.

Two Jericho Plaza, Suite 110

Jericho, New York 11753-1681

VIA E-MAIL AND EDGAR

May 14, 2018

Shannon Sobotka

Staff Accountant

Office of Real Estate & Commodities

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3233

100 F Street, NE

Washington, DC 20549

Re:

Getty Realty Corp.

Form 10-K for the year ended December 31, 2017

Filed March 1, 2018

File No. 001-13777

Dear Ms. Sobotka:

This letter is submitted on behalf of Getty Realty Corp. (the “Company,”) in response to the comment letter dated May 8, 2018, from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission to Danion Fielding, Chief Financial Officer and Treasurer of the Company. For your convenience, we have set forth the Staff’s original comment in italics immediately preceding our response thereto.

Item 9B. Other Information, page 68

1.

We note your disclosure that the selected combined financial data is audited. We further note your response in your letter dated August 28, 2017 that in future filings you will either include an audit report and consent from the third-party accounting firm or will not label the summarized financial information as audited. Please clarify and or revise your disclosure in future filings.

Response: The Staff’s comment is noted. We inadvertently included the word “audited” in our disclosure. In future filings, the Company will not label the summarized financial information as audited.

If you have any further comments or would like to discuss the Company’s responses, please do not hesitate to contact the undersigned at (516) 478-5400.

Respectfully submitted,

/s/ Danion Fielding

Danion Fielding

Chief Financial Officer and Treasurer

cc:

William Demarest, SEC Staff Accountant

Joshua Dicker, Esq., General Counsel and Secretary

Wm. David Chalk, Esq., DLA Piper LLP (US)

Mail Stop 3233
May 8, 2018

Via E -mail
Danion Fielding
Vice President, Chief Financial Officer and Treasurer
Getty Realty Corp.
Two Jericho Plaza, Suite 110
Jericho, New York 11753

       Re:  Getty Realty Corp.
               Form 10 -K for the Year Ended December 31, 2017
               Filed March 1, 2018
               File No. 001 -13777

Dear Mr. Fielding:

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment .  In our  comment  we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Item 9B: Other Information, page 71

1. We note your disclosure that the selected combined financial data is audited. We further
note your response in your letter dated August 28, 2017 that in future filings you w ill
either include an audit report and consent from the third -party accounting firm, or will
not label the summarized financial information as audited. Please clarify and or revise
your disclosure in future filings.

We remind you that the company and it s management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Danion Fielding
Getty Realty Corp.
May 8, 2018
Page 2

 You may contact William Demarest, Staff Accountant at 202 -551-3432 or me at 202 -
551-3856  with any questions.

Sincerely,

 /s/ Shannon Sobotka

Shannon Sobotka
Staff Accountant
       Office of Real Estate
& Commodities

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GETTY REALTY CORP.

Two Jericho Plaza, Suite 110

Jericho, New York 11753-1681

VIA EDGAR AND E-MAIL

January 11, 2018

Sara von Althann, Counsel

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:

Getty Realty Corp.

Registration Statement on Form S-3

Filed November 30, 2017

File No. 333-221836

Dear Ms. von Althann:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Getty Realty Corp. (the “Registrant”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement on Form S-3 (File No. 333-221836) filed on November 30, 2017 (the “Registration Statement”), so that it will become effective on January 11, 2018 at 5:00 P.M. (Eastern time) or as soon as is practicable thereafter.

In connection with the foregoing acceleration request, the Registrant hereby acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the Staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

the Registrant may not assert comments of the Commission or the Staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact the undersigned at (516) 478-5400 or Wm. David Chalk, Esq. at (410) 580-4120 of DLA Piper LLP (US) with any questions you may have concerning this request, and please notify either of us when this request for acceleration has been granted.

Respectfully submitted,

/s/ Danion Fielding

Danion Fielding

Chief Financial Officer and Treasurer

cc:

Joshua Dicker, Esq., General Counsel and Secretary

Wm. David Chalk, Esq., DLA Piper LLP (US)

Mail Stop 3233
December 11, 2017

Via E -mail
Christopher J. Constant
President and Chief Executive Officer
Getty Realty Corp.
Two Jericho Plaza, Suite 110
Jericho, New York 11753 -1681

Re: Getty Realty Corp.
  Registration Statement on Form S-3
Filed  November 30, 2017
  File No.  333-221836

Dear Mr. Constant :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Sara von Althann  at (202) 551 -3207  with any questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
Office of Real Estate and
Commodities
cc: Danion Fielding
 David Chalk

Mail Stop 3233
September 5, 2017

Via E -mail
Danion Fielding
Vice President, Chief Financial Officer and Treasurer
Getty Realty Corp.
Two Jericho Plaza, Suite 110
Jericho, New York 11753

Re: Getty Realty Corp.
 Form 10-K for the Year Ended December 31, 2016
Filed March 2, 2017
File No. 001-13777

Dear Mr. Fielding :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Kristi Marrone

Kristi  Marrone
Staff Accountant
Office of Real Estate
& Commodities

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GETTY REALTY CORP.

Two Jericho Plaza, Suite 110

Jericho, New York 11753-1681

VIA E-MAIL AND EDGAR

August 28, 2017

Kristi Marrone

Staff Accountant

Office of Real Estate & Commodities

Division of Corporation Finance

U.S. Securities and Exchange Commission

Mail Stop 3233

100 F Street, NE

Washington, DC 20549

Re:

Getty Realty Corp.

Form 10-K for the year ended December 31, 2016

Filed March 2, 2017

File No. 001-13777

Dear Ms. Marrone:

This letter is submitted on behalf of Getty Realty Corp. (the “Company”) in response to the comment letter dated August 15, 2017, from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission to Danion Fielding, Chief Financial Officer and Treasurer of the Company. For your convenience, we have set forth each of the Staff’s original comments in italics immediately preceding our responses.

Note 10 – Discontinued Operations and Assets Held for Sale, page 63

1.

We note that your discontinued operations consist of properties that have been classified as held for sale since June 30, 2014. Please tell us what consideration you gave to ASC 205-20-45-1 when determining that these assets should still be classified as held for sale, given the extended length of time that they have been classified as such. In your response, include an assessment of the probability that a sale will be consummated.

Response: ASC 360-10-45-11 provides the guidance for circumstances where an asset can be held for sale beyond the one-year guidance of ASC 360-10-45-9:

360-10-45-11 Events or circumstances beyond an entity’s control may extend the period required to complete the sale of a long-lived asset (disposal group) beyond one year. An exception to the one-year requirement in paragraph 360-10-45-9(d) shall apply in the following situations in which such events or circumstances arise:

c.

If during the initial one-year period, circumstances arise that previously were considered unlikely and, as a result, a long-lived asset (disposal group) previously classified as held for sale is not sold by the end of that period and all of the following conditions are met:

1.

During the initial one-year period the entity initiated actions necessary to respond to the change in circumstances.

2.

The asset (group) is being actively marketed at a price that is reasonable given the change in circumstances.

3.

The criteria in paragraph 360-10-45-9 are met. (See Example 11 [paragraph 360-10-55-48], which illustrates that situation.)

The circumstances outlined in paragraph 360-10-45-11(c) were used to form the Company’s conclusion that an exemption to the one-year period was warranted based on circumstances known at the time. A delay in the period required to complete a sale shall not preclude a long-lived asset (disposal group) from being classified as held for sale if the delay is caused by events or circumstances beyond the Company’s control and the Company continued to be committed to sell the asset (group). The properties were available for sale in their present condition. The Company was actively looking for buyers at a price that was reasonable and the plan was not expected to change.

Over time contracts for sale were entered into and, as closings under these contracts occurred, the properties were sold. The period required to complete individual sales was lengthy due to the condition of the sites, including, inter alia, environmental considerations associated with their operation either as a gasoline station or as an oil terminal. Based on the pace of sales and expressions of interests in the properties, the Company concluded that it was probable that the remaining properties would be sold and continued to classify them as held for sale in accordance with ASC 360-10-45-11.

As of December 31, 2016, there were only two properties, a former oil terminal and an adjacent gasoline station, marketed as a single property, remaining in the group of properties classified as held for sale. This property had been actively marketed to several interested parties, an expression of interest had been accepted and the proposed purchaser was performing its due diligence in anticipation of acquiring the property. The Company concluded that it was probable that this last property would be sold and continued to classify it as held for sale in accordance with ASC 360-10-45-11.

However, during the second quarter of 2017, the purchaser withdrew its offer. Given that the property had been actively marketed, had been subject to offering price reductions, and there were no other offers, the Company concluded that market conditions indicated a sale was not imminent. As a result, the Company concluded that there had been a change in circumstances

and, as the property no longer met the criteria to be held for sale reclassified the remaining property from held for sale to held and used.

As of June 30, 2017, there were no properties that met the criteria to be classified as held for sale and the Company disclosed such new facts on its Form 10-Q for quarter ended June 30, 2017.

Item 9B. Other Information, page 68

2.

We note that you have provided summarized financial information for CF United LLC in a form consistent with Rule 1-02(bb) of Regulation S-X. This information may be unaudited. However, you have labeled the data as audited and referred to a third-party accounting firm. In future filings, please include an audit report and consent from the third-party accounting firm, or do not label the summarized financial information as audited.

Response: In future filings, the Company will either include an audit report and consent from the third-party accounting firm, or will not label the summarized financial information as audited.

If you have any further comments or would like to discuss the Company’s responses, please do not hesitate to contact the undersigned at (516) 478-5400.

Respectfully submitted,

/s/ Danion Fielding

Danion Fielding

Chief Financial Officer and Treasurer

cc:

William Demarest, SEC Staff Accountant

Joshua Dicker, Esq., General Counsel and Secretary

Wm. David Chalk, Esq., DLA Piper LLP (US)

Mail Stop 3233
August 15, 2017

Via E -mail
Danion Fielding
Vice President, Chief Financial Officer and Treasurer
Getty Realty Corp.
Two Jericho Plaza, Suite 110
Jericho, New York 11753

Re: Getty Realty Corp.
 Form 10-K for the y ear ended December 31, 2016
Filed March 2, 2017
File No. 001-13777

Dear Mr. Fielding :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Note 10 – Discontinued Operations and Assets Held for Sale, page 63

1. We note that your discontinued operations consist of properties that have been classified
as held for sale since June 30, 2014.  Please tell us what consideration you gave to ASC
205-20-45-1 when determining that these assets should still be classified as held for sale,
given the extended length of time that they have been classified as such.  In your
response, include an assessment of the probability that a sale will be consummated.

Item 9B. Other Information, page 68

2. We note that you have provided summarized financial information for CF United LLC in
a form consistent with Rule 1 -02(bb) of Regulation S -X.  This information may be
unaudited.  However, you have labeled the data as audite d and referred to a third -party
accounting firm.  In future filings, please include an audit report and consent from the

Danion Fielding
Getty Realty Corp.
August 15, 2017
Page 2

 third -party accounting firm, or do not label the summarized financial information as
audited.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact William Demarest, Accountant at 202 -551-3432 or me at 202 -551-3429
with any questions.

Sincerely,

 /s/ Kristi Marrone

Kristi  Marrone
Staff Accountant
       Office of Real Estate
& Commodities

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Correspondence

 Getty Realty Corp.

Two Jericho Plaza, Suite 110

Jericho, New York 11753

 VIA EDGAR
CORRESPONDENCE AND E-MAIL

 January 30, 2015

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Sara von Althann

Re:
Getty Realty Corp.

 Registration Statement on Form S-3

Filed December 12, 2014

 File No.
333-200913

 Dear Ms. von Althann:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Getty Realty Corp. (the “Registrant”) hereby
requests acceleration of the effectiveness of the above-referenced Registration Statement on Form S-3 (File No. 333-200913) filed on December 12, 2014 (the “Registration Statement”), so that it will become effective on
January 30, 2015 at 4:00 P.M. (Eastern time) or as soon as is practicable thereafter.

 In connection with the foregoing acceleration
request, the Registrant hereby acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the Staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not
foreclose the Commission from taking any action with respect to the Registration Statement;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

the Registrant may not assert comments of the Commission or the Staff and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 Page
 2

 Please contact the undersigned at (516) 478-5414 or Wm. David Chalk, Esq. at
(410) 580-4120 of DLA Piper LLP (US) with any questions you may have concerning this request, and please notify either of us when this request for acceleration has been granted.

Respectfully submitted,

 /s/ Eugene Shnayderman

Eugene Shnayderman

Chief Accounting Officer & Controller

cc:
Joshua Dicker, Esq., Senior Vice President, General Counsel and Secretary

 Wm. David Chalk,
Esq., DLA Piper LLP (US)

January 28 , 2015

Via E -mail
Eugene Shnayderman
Chief Accounting Officer and Controller
Getty Realty Corp.
Two Jericho Plaza, Suite 110
Jericho, New York 11753

Re: Getty Realty Corp.
 Form 10-K
Filed March 17, 2014
File No. 001 -13777

Dear Mr. Shnayderman :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from  taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons  who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Sonia Gupta Barros

 Sonia Gupta Barros
Assistant Director

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 VIA EDGAR CORRESPONDENCE AND E-MAIL

January 12, 2015

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Sara von Althann

Re: Getty Realty Corp.

Registration Statement on Form S-3

Filed December 12, 2014

File No. 333-200913

Form 10-K for Fiscal Year Ended December 31, 2013

Filed March 17, 2014

File No. 001-13777

 Dear Ms. von Althann:

This letter sets forth the response of Getty Realty Corp. (the “Company,” “we,” “us” or “our”) to the
comment letter from the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”), dated December 31, 2014, relating to the Company’s Registration Statement on Form S-3, filed with
the Commission on December 12, 2014 (the “Form S-3”), and our response to the comment letter from the Staff of the Commission, dated December 29, 2014, relating to the Company’s Form 10-K for the fiscal year ended
December 31, 2013, filed with the Commission on March 17, 2014 (the “Form 10-K”). For your convenience, we have set forth each of the Staff’s original comments in italics immediately preceding our responses.

 Division of Corporation Finance

U.S. Securities and Exchange Commission

Page 2

 Registration Statement on Form S-3

General

1.
As you know, we are reviewing your Form 10-K for the fiscal year ended December 31, 2013, and have issued comments in connection with that review. Please confirm that you will amend the registration statement,
as appropriate, to reflect your responses to our comments on the Form 10-K. In addition, please note that we will not be in a position to declare the registration statement effective until you have resolved all comments raised on the Form 10-K.

 Response: We respectfully acknowledge the Staff’s comment and have responded below to the Staff’s comments to
the Form 10-K. Based on the Staff’s comments to the Form 10-K and the Company’s responses to those comments, the Company does not believe that any amendments to the Form S-3 are necessary.

Form 10-K for Fiscal Year Ended December 31, 2013

Item 1. Business, page 5

 Company
Operations, page 5

1.
We note that the majority of your leases are triple-net leases. In future Exchange Act periodic reports, please provide disclosure regarding how you monitor the credit quality of your tenants.

Response: In our future Annual Reports on Form 10-K, we will describe how we monitor the credit quality of our tenants by including disclosure
substantially similar to the following:

 “During the term of each lease, we monitor the credit quality of our tenants by
(1) reviewing the credit rating of tenants, if and to the extent assigned by credit rating agencies, (2) reviewing financial statements of our tenants that are publicly available or that are delivered to us pursuant to the applicable
lease, (3) monitoring news reports regarding our tenants and their respective businesses, and (4) monitoring the timeliness of lease payments and the performance of other financial covenants under the lease.”

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 29

2.
In future Exchange Act periodic reports, please provide disclosure that addresses period to period changes in same store performance, addressing the relative impact of occupancy and rental rate changes.

 Division of Corporation Finance

U.S. Securities and Exchange Commission

Page 3

 Response: We respectfully direct your attention to Part I, Item 2. Properties in the Form
10-K, in which we disclose rental unit expirations and the annualized contractual rent of our tenants. Given the long term unitary net lease structure for approximately 88% of our properties and the overall consistent performance of our leases, we
respectfully advise the Staff that property level occupancy and rental rate changes have been immaterial to our financial performance. However, we will continue to monitor these factors and make the appropriate disclosures if they become material in
the future.

 The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

*    *    *

If you have any further comments or would like to discuss the Company’s responses, please do not hesitate to contact the undersigned at
(516) 478-5414.

Respectfully submitted,

/s/ Eugene Shnayderman

 Eugene Shnayderman

 Chief Accounting
Officer & Controller

cc:
Joshua Dicker, Esq., Senior Vice President, General Counsel and Secretary

Wm. David Chalk, Esq., DLA Piper LLP (US)

December 31, 2014

Via E -mail
Joshua Dicker
Senior Vice President and General Counsel
Getty Realty Corp.
Two Jericho Plaza, Suite 110
Jericho, New York 11753

Re: Getty Realty Corp.
  Registration Statement on Form S-3
Filed  December 12, 2014
  File No.  333-200913

Dear Mr. Dicker :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .  Please respond to this letter by amending your registration statement
as applicable and providing the requested information .  After reviewing any amendment to your
registration statement and the information you provide in response to this comme nt, we may
have  additional comments.

General

1. As you know, we are reviewing your Form 10 -K for the fis cal year ended December 31,
2013 , and have issued comments in connection with that review.  Please confirm that you
will amend the registration statement , as appropriate, to reflect your responses to our
comments on the Form 10 -K.  In addition, please note that we will not be in a position to
declare the registration statement effective until you have resolved all comments raised
on the Form 10 -K.

We urge  all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its man agement are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

Joshua Dicker
Getty Realty Corp.
December 31, 2014
Page 2

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Sara von Althann  at (202) 551 -3207  or me at (202) 551 -3233  with any
other questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Legal Branch Chief

cc: David Chalk , DLA Piper LLP (US) , Via E -mail

December 29, 2014

Via E -mail
Eugene Shnayderman
Chief Accounting Officer and Controller
Getty Realty Corp.
Two Jericho Plaza, Suite 110
Jericho, New York 11753

Re: Getty Realty Corp.
 Form 10-K for Fiscal Year Ended December 31, 2013
Filed March 17, 2014
File No. 001 -13777

Dear Mr. Shnayderman :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and  circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Item 1. Business, page 5

Company Operations, page 5

1. We note that the majority of your leases are triple -net leases.  In future Exchange Act
periodic reports, please provide disclosure regarding how you monitor the credit quality
of your tenants.

Item 7 .  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 29

2. In future Exchange Act periodic reports, please provide disclosure that addresses period
to period changes in same store performance, addressing the relative impact o f occupancy
and rental rate changes.

Eugene Shnayderman
Getty Realty Corp.
December 29, 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exch ange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please  provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Sara von Althann  at (202) 551 -3207  or me at (202) 551 -3233  with any
questions.

Sincerely,

 /s/ Tom Kluck

        Tom Kluck
Legal Branch Chief

October 1 , 2012

Via Facsimile
Mr. Thomas J. Stirnweis
Vice President and Chief Financial  Officer
Getty Realty Corp .
125 Jericho Turnpike, Suite 103
Jericho , NY 11753

Re: Getty Realty  Corp .
  Form 10 -K for the Year Ended December 31, 2011
  Filed March 15 , 201 2
  File No. 1-13777

Dear M r. Stirnweis :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Un ited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kristi Marrone

 Kristi Marrone
    Staff Accountant

CORRESP
1
filename1.htm

CORRESP

 Getty Realty Corp.

 125 Jericho Turnpike

 Jericho, New York 11754

 Thomas J. Stirnweis

 Vice President and

 Chief Financial Officer

 VIA FACSIMILE AND EDGAR

 September 12, 2012

 Kristi Marrone

 Staff Accountant

 Division of Corporation Finance

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Re:
Getty Realty Corp.

Annual Report on Form 10-K for the year ended December 31, 2011

File No. 001-13777

 Dear
Ms. Marrone:

 This letter is submitted on behalf of Getty Realty Corp. (the “Company”) in response to the
comment letter dated August 22, 2012 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), to Thomas J. Stirnweis, Vice President and Chief
Financial Officer of the Company. For your convenience, each comment has been reproduced in italics below, together with the Company’s response thereto.

 Form 10-K for Fiscal Year Ended December 31, 2011

 Item 7, Management’s
Discussion and Analysis of Financial Condition ….page 33

1.
In future Exchange Act reports, please revise your disclosure to discuss your leasing activities for the reported period, including a discussion of the volume of new
or renewed leases, average rents or yields, and, where applicable, average tenant improvement costs, leasing commissions, and tenant concessions. Also, discuss the average market rents trends, including the impact of tenant reimbursements.

 Response: Historically, our business model is to lease our properties on a long-term triple-net basis
primarily to petroleum distributors under unitary leases covering multiple locations, and to a lesser extent, to individual operators under individual leases covering single locations. Our tenants operate our properties directly or sublet our
properties to operators who operate their gas stations, convenience stores, automotive repair service

 Kristi Marrone, Staff Accountant

Division of Corporation Finance

 Securities and Exchange Commission

 Page 2

facilities or other businesses at our properties. These tenants are responsible for the operations conducted at these properties. Our
tenants are generally responsible for the payment of all taxes, maintenance, repairs, insurance and other operating expenses relating to our properties. We generally do not enter into multi-tenant, gross lease structures. Until recently (and other
than the renewal of leases to individual operators for single locations), our leasing activity primarily coincided with the acquisition of properties, at which time we would enter into a long-term triple-net unitary lease with a tenant of the
acquired properties. Our existing triple net-leases have expirations ranging from 7 to 19 years. As disclosed in our periodic reports filed with the SEC, we previously leased approximately 775 properties to Getty Petroleum Marketing Inc.
(“Marketing”) comprising a unitary premises pursuant to a master lease (the “Master Lease”) and we derived a majority of our revenues from the leasing of these properties under the Master Lease. As a result of
Marketing’s bankruptcy filing and in anticipation of Marketing’s rejection of the Master Lease, we had commenced a process to enable a repositioning of the portfolio of properties that were subject to the Master Lease to be effective as
soon as possible after the properties became available to us free of Marketing’s tenancy (the “Repositioning Process”). Substantially all of these properties became available to us free of Marketing’s tenancy in May 2012.

 In the past, our lease terms did not provide for any material tenant improvement costs or tenant concessions, as would be
commonplace in a multi-tenant office or retail facility and we did not incur lease commissions. However, as the Company goes through the Repositioning Process, we will pay some leasing commissions and some of our leases will have provisions relating
to our tenant improvement costs or giving tenant concessions. Similarly, it is also possible that leases arising from the Repositioning Process may include tenant reimbursements. If any of these events occur in the future, we intend to include
appropriate disclosure, to the extent material in amount, in our reports filed with the SEC pursuant to the Securities and Exchange Act of 1934, as amended, (the “Exchange Act Reports”). In addition, we will also disclose the volume
of new or renewed leases, to the extent material, in such Exchange Act Reports.

 With respect to the Staff’s inquiry
regarding “average rents or yields,” and “average market rents trends,” we respectfully respond that we have not previously disclosed or otherwise provided such information to investors in our Exchange Act Reports, press releases
or other communications with the investment community since we believe that such disclosure is not relevant or material to investors due to the diversity of our properties in terms of geography and specific property attributes. Our portfolio of more
than 1,100 properties is distributed over 21 states. Further diversity as to rents exists within sub-markets of the same Metropolitan Statistical Area due to differing specific location attributes.

 Kristi Marrone, Staff Accountant

Division of Corporation Finance

 Securities and Exchange Commission

 Page 3

Capital Expenditures, page 45

2.
Please quantify for us the amount of capital expenditures other than property acquisitions of the years ended December 31, 2011, 2010, and 2009, and where
material, in future Exchange Act reports please separately disclose these amounts here and in the consolidated statements of cash flows.

 Response: We respectfully inform the Staff that the amount of capital expenditures, other than property acquisition expenditures which have been disclosed, for the years ended December 31,
2011, 2010 and 2009 were immaterial at $24,000, $97,000, and $52,000, respectively. We hereby undertake to disclose, to the extent material, such amounts in future Exchange Act Reports and in our audited consolidated statement of cash flows,
accompanying such Exchange Act Reports.

 Notes to Consolidated Financial Statements, page 58

Note 1. Summary of Significant Accounting Policies, page 58

3.
It appears that you account for all environmental remediation costs as asset retirement obligations under ASC 410-20. Please tell us how you determined that you did
not have any environmental obligations under ASC 410-30. Refer to ASC 410-20-15-3(b).

 Response: We
respectfully submit that it is appropriate to account for our environmental remediation costs as asset retirement obligations according to the guidance of ASC 410-20. ASC 410-20 establishes accounting standards for recognition and measurement of a
liability for an asset retirement obligation and the associated asset retirement cost. This subtopic also addresses the accounting for an environmental remediation liability that results from the normal operation of a long-lived asset. Paragraph
410-20-15-3(b) explains that the obligation to clean up the spillage resulting from the normal operation of a fuel storage facility is within the scope of ASC 410-20.

 Our environmental remediation costs do not fall under ASC 410-30. The guidance in ASC 410-30-10-1 states, “[t]his Subtopic requires that an entity recognize a liability for obligations associated
with environmental remediation liabilities that relate to pollution arising from some past act, generally as a result of the provisions of Superfund, the corrective-action provisions of the Resource Conservation and Recovery Act, or analogous state
and non-U.S. laws and regulations.” ASC 410-30-15-3(a) further

 Kristi Marrone, Staff Accountant

Division of Corporation Finance

 Securities and Exchange Commission

 Page 4

indicates that the subtopic does not apply to instances where the environmental contamination was incurred in the “normal operation
of a long-lived asset.” In addition, ASC 410-30-15-3(b) states that the subsection does not apply to “[p]ollution control costs with respect to current operations or on accounting for costs of future site restoration or closure that are
required upon the cessation of operations or sale of facilities, as such current and future costs and obligations represent a class of accounting issues different from environmental remediation liabilities.” Finally, as noted in ASC
410-30-15-3(c), “[e]nvironmental remediation actions that are undertaken at the sole discretion of management and that are not induced by the threat, by governments or other parties, of litigation or of assertion of a claim or an
assessment” are not reported using ASC 410-30.

 As reflected in Note 1. “Summary of Significant Accounting Policies
– Environmental Remediation Costs,” substantially all of the Company’s environmental remediation costs result from the normal operations or from the ordinary course degradation of its long-lived assets, specifically, the removal of
underground storage tanks, and, as such, are directly associated with the retirement of those assets. See ASC 410-20-15-2. Accordingly, they fall squarely within the scope of ASC 410-20 and not within the scope of ASC 410-30.

Note 3. Commitments and Contingencies, page 62

4.
In future Exchange Act reports, please revise to disclose the amount of reasonably possible losses or range of losses in excess of amounts accrued for asset
retirement obligations, legal proceedings, and other contingencies or, where applicable, to state that such an estimate of the possible loss or range of loss cannot be made. Refer to ASC 410-30-50 and ASC 450-20-50.

Response: ASC 410-30-50-5 indicates that ASC 450-20 provides the “primary guidance applicable to disclosures of environmental
remediation loss contingencies.” We respectfully submit that our disclosures are consistent with the guidance in ASC 450-20-50. Specifically, we record accruals for contingencies when management is able to conclude that a loss is both probable
and reasonably estimable, as required under ASC 450-20-25-2. When a loss is both probable and reasonably estimable, we disclose the amount of any material accrual as required by ASC 450-20-50-1. When a loss is not both probable and reasonably
estimable, we assess whether disclosure of the contingency should be made (even where an appropriate accrual cannot be determined) based on whether there is at least a reasonable possibility that a loss will be incurred. In determining whether an
estimate of a reasonable possible loss or range of loss can be made, we review all of the facts and circumstances relating to each contingency. For

 Kristi Marrone, Staff Accountant

Division of Corporation Finance

 Securities and Exchange Commission

 Page 5

example, with respect to legal proceedings, we assess the type of claim, the theories of asserted liability, the stage of the proceedings
and discussions with claimants, whether the claim is an individual claim or an alleged class action, our defenses and our and others’ past experiences with respect to similar claims. These matters are reviewed with internal legal resources as
well as with outside counsel, senior management and others.

 We respectfully advise the Staff that, as of the 2011 Form 10-K,
we concluded that there were no reasonably possible losses or range of losses in excess of the amounts accrued for asset retirement obligations, legal proceedings and other contingencies. Therefore, we did not disclose such amounts or range. Given
that establishing estimates related to these types of matters involves a high degree of judgment, and management cannot predict the outcome of any potential claims made against the Company, we disclosed that the outcomes of the related proceedings
or claims are uncertain and subject to change. This is consistent with our critical accounting policy disclosure, contained in the 2011 Form 10-K.

 In future Exchange Act Reports, when we are unable to disclose the amount of reasonably possible losses or ranges in excess of amounts accrued for asset retirement obligations, legal proceedings, and
other contingencies, we will add additional disclosure to state that an estimate of the possible loss or range of loss cannot be made.

 *    *    *

 The Company hereby
acknowledges that:

•

 it is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the SEC from taking any action with respect to the filings; and

•

 it may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United
States.

 Kristi Marrone, Staff Accountant

Division of Corporation Finance

 Securities and Exchange Commission

 Page 6

We appreciate the Staff’s prompt reply to this letter and request that the Staff contact the undersigned at (516) 478-5403 or
Mr. Wm. David Chalk, the Company’s corporate counsel at (410) 580-4120 with any questions or comments regarding this letter.

 Respectfully submitted,

 /s/ Thomas Stirnweis

 Thomas J. Stirnweis

cc:
Jonathan Wiggins, SEC Staff Accountant

Joshua Dicker, Esq., General Counsel and Secretary

Wm. David Chalk, Esq., DLA Piper LLP (US)

August 22 , 2012

Via Facsimile
Mr. Thomas J. Stirnweis
Vice President and Chief Financial  Officer
Getty Realty Corp .
125 Jericho Turnpike, Suite 103
Jericho , NY 11753

Re: Getty Realty  Corp .
  Form 10 -K for the Year Ended December 31, 2011
  Filed March 15 , 201 2
  File No. 1-13777

Dear M r. Stirnweis :

We have reviewed your filing an d have the following comment s.  In our comment s, we
ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter via EDGAR within ten business days by providing the
requested information  or by advising us when you will provide the requested response.   If you do
not believe our comments apply to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition…, pa ge 33

1. In future Exchange Act reports, please revise your disclosure to discuss your leasing
activities for the reported period, including a discussion of the volume of new or renewed
leases, average rents or yields, and, where applicable, average tenant i mprovement costs,
leasing commissions, and tenant concessions.  Also discuss the average market rents
trends, including the impact of tenant reimbursements.

Capital Expenditures, page 45

2. Please quantify for us the amount of capital expenditures other tha n property acquisitions
for the years ended December 31, 2011, 2010, and 2009, and where material, in future
Exchange Act reports please separately disclose these amounts here and in the
consolidated statements of cash flows.

Mr. Thomas J. Stirnweis
Getty Realty Corp.
August 22,  2012
Page 2

 Notes to Consolidated Financi al Statements, page 58

Note 1. Summary of Significant Accounting Policies, page 58

3. It appears that you account for all environmental remediation costs as asset retirement
obligations under ASC 410 -20.  Please tell us how you determined that you did not h ave
any environmental obligations under ASC 410 -30.  Refer to ASC 410 -20-15-3(b).

Note 3. Commitments and Contingencies , page 62

4. In future Exchange Act reports, p lease revise to disclose the amount of reasonably
possible losses or range of losses in excess of amounts accrued for asset retirement
obligations, legal proceedings, and other contingencies or, where applicable, to state that
such an estimate of the possi ble loss or range of loss cannot be made .  Refer to ASC 410 -
30-50 and ASC 450 -20-50.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securitie s Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have m ade.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws o f the United States.

You may contact Jonathan Wiggins , Staff Accountant,  at (202) 551 -3694 or me at (202)
551-3429  if you have any questions.

Sincerely,

 /s/ Kristi Marrone

 Kristi Marrone
    Staff Accountant

CORRESP
1
filename1.htm

corresp

[GETTY REALTY CORP. LETTERHEAD]

April 19, 2010

Via EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Tom Kluck

    Re:

    Getty Realty Corp.

    Registration Statement on Form S-3

    File No. 333-165738

Ladies and Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, as amended, Getty Realty Corp. (the
“Registrant”) hereby requests acceleration of the effectiveness of the above-referenced
Registration Statement on Form S-3 (File No. 333-165738) filed on March 26, 2010 and amended on
April 15, 2010 (the “Registration Statement”), so that it will become effective on April
20, 2010 at 4:00 P.M. or as soon as is practicable thereafter.

     The Registrant hereby acknowledges the following: (i) should the Securities and Exchange
Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting
pursuant to delegated authority, declare the Registration Statement effective, it does not
foreclose the Commission from taking any action with respect to the Registration Statement; (ii)
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
Registration Statement effective, does not relieve the Registrant from its full responsibility for
the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Registrant
may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

Getty Realty Corp.

    By:
    /s/ Joshua Dicker

    Joshua Dicker

    Vice President and General Counsel

cc:     Wm. David Chalk, Esq., DLA Piper LLP (US)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3010
April 15, 2010
 Mr. Leo Liebowitz Chairman and Chief Executive Officer Getty Realty Corp. 125 Jericho Turnpike, Suite 103 Jericho, NY 11753
Re: Getty Realty Corp.
  Registration Statement on Form S-3
Filed March 26, 2010
  File No. 333-165738

Dear Mr. Liebowitz:

We have limited our review of your filing to  those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.  Af ter reviewing this information, we may raise
additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements and to enhance the overall disclosure
in your filing.  We look forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of  our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.

General

 1. We note that you incorporate by referen ce your Annual Report filed on Form 10-K
for the year ended December 31, 2009.  The 10-K incorporates information from the company’s proxy statement, which has not ye t been filed.  Please note that we will
not be in a position to declare your filing effective until such time as the complete
disclosure required by Form 10-K has been filed.  Thus, please either amend the 10-K
to include Part III or file the proxy st atement.  Please refer to Compliance and
Disclosure Interpretations, Securities Act Forms, Question 123.01, which can be
found on our website, for guidance.

Mr. Leo Liebowitz
Chairman and Chief Executive Officer Getty Realty Corp. April 15, 2010 Page 2  Exhibit Index

2. Please file the statement of eligibility of trustee as an exhibit as required by Item
601(b)(25) of Regulation S-K.  If you do not  know who the trustee will be at the time
of effectiveness, you should file separately an electron ic form type “305B2” after
effectiveness and indicate th is on the exhibit index.  Re fer to question 220.01 of the
Trust Indenture Act Q&A and question 220.01, which can be found on our website at
http://www.sec.gov/divisions/corpf in/guidance/tiainterp.htm.

# # # #
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes all inform ation required under the
Securities Act of 1933 and that they have provi ded all information investors require for an
informed investment decision.  Since the comp any and its management are in possession of
all facts relating to a company’s disclosure, they are re sponsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statemen t, it should furnish a letter, at the time of
such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. Leo Liebowitz
Chairman and Chief Executive Officer Getty Realty Corp. April 15, 2010 Page 3   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as confirmation of the f act that those requesti ng acceleration are aware
of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to th e proposed public offering of the securities
specified in the above registration statement.  We will act on the request and, pursuant to
delegated authority, grant accelerati on of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 Please contact Kristina Aberg, Attorney-Advi sor, at (202) 551-3404 or me at (202)
551-3233 with any other questions.

     S i n c e r e l y ,

       T o m  K l u c k
Branch Chief
 cc: David Chalk, Esq.  DLA Piper LLP (US)  Via facsimile (410) 580-3120