<SUBMISSION>
<ACCESSION-NUMBER>0000912057-01-524962
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20010724
<ITEMS>7
<ITEMS>9
<FILING-DATE>20010724
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>SL GREEN REALTY CORP
<CIK>0001040971
<ASSIGNED-SIC>6798
<IRS-NUMBER>133956775
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-13199
<FILM-NUMBER>1688347
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>420 LEXINGTON AVENUE
<CITY>NEW YORK
<STATE>NY
<ZIP>10170
<PHONE>2125942700
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>420 LEXINGTON AVENUE
<CITY>NEW YORK
<STATE>NY
<ZIP>10170
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a2055024z8-k.txt
<DESCRIPTION>8-K
<TEXT>

<PAGE>

                  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: July 24, 2001



                         SL GREEN REALTY CORP.
        (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)




                               Maryland
                       (STATE OF INCORPORATION)

             1-13199                                     13-3956775
    (COMMISSION FILE NUMBER)                     (IRS EMPLOYER ID. NUMBER)


                     420 Lexington Avenue                   10170
                     New York, New York                   (ZIP CODE)
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                            (212) 594-2700
         (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


<PAGE>




ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

(c)      EXHIBITS

         99.1     Press Release

ITEM 9.   REGULATION FD DISCLOSURE

         Following the issuance of a press release on July 24, 2001
announcing the Company's results for the second quarter ended June 30,
2001, the Company intends to make available supplemental information
regarding the Company's operations that is too voluminous for a press
release. The Company is attaching the press release as Exhibit 99.1 to
this Current Report on Form 8-K.

Note: the information in this report (including the exhibits) is
furnished pursuant to Item 9 and shall not be deemed to be "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities of that section. This report will
not be deemed an admission as to the materiality of any information in
the report that is required to be disclosed solely by Regulation FD.

                                  2
<PAGE>


                              SIGNATURES

         Pursuant to the requirements 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.

                               SL GREEN REALTY CORP.





                               /s/ Thomas E. Wirth
                               -------------------------------------------------
                               Thomas E. Wirth
                               Executive Vice President, Chief Financial Officer

Date:  July 24, 2001


                                  3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>a2055024zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>


<PAGE>

                                                                    Exhibit 99.1


                     [LETTERHEAD OF SL GREEN REALTY CORP.]


CONTACT
-------
Michael W. Reid
Chief Operating Officer
-or-
Thomas E. Wirth
Chief Financial Officer
(212) 594-2700

FOR IMMEDIATE RELEASE

        SL GREEN REALTY CORP. REPORTS 23% GAIN IN SECOND QUARTER FFO AND
        ----------------------------------------------------------------
                   COMPLETES SALE OF 5 MILLION COMMON SHARES
                   -----------------------------------------



HIGHLIGHTS
----------

      o     23% FFO increase, $0.80 per share (diluted) versus $0.65 prior year
      o     17% same store portfolio cash NOI growth
      o     Issued 5 million common shares at $29.80 net per share; raised $149
            million in net proceeds
      o     Completed acquisition of 317 Madison Avenue for $105.6 million
      o     Completed One Park Avenue joint venture with SITQ Immobilier selling
            them a 45% interest
      o     Established $250 million investment fund program with Prudential
            Real Estate Investors (PREI) for structured finance investments
      o     Originated $85.7 million in structured finance investments

FINANCIAL RESULTS
-----------------

NEW YORK, NY, JULY 24, 2001 - SL Green Realty Corp. (NYSE:SLG) reported a 23%
increase in operating results for the three months ended June 30, 2001. During
this period, funds from operations (FFO) before minority interests totaled $23.4
million, or $0.80 per share (diluted), compared to $18.3 million, or $0.65 per
share (diluted), for the same quarter in 2000. This growth was primarily
attributable to strong same-store cash NOI growth of 17%.

Six month results were also strong, reflecting a 20% FFO increase over 2000. FFO
for the six months ended June 30, 2001 totaled $44.6 million or $1.53 per share
(diluted) compared to $35.5 million or $1.27 per share (diluted) for the same
period in the previous year. This growth is also attributable to strong same
store cash NOI growth of 17%.


                                                                               1
<PAGE>

For the quarter, net income available to common shareholders, adjusted for
property sales, extraordinary items and the cumulative effect of accounting
change increased 38% to $12.5 million, or $0.51 per share (diluted) as compared
to $8.6 million, or $0.37 per share (diluted), for the same period in the
previous year. For the six months ended June 30, 2001, adjusted net income
increased 29% to $22.9 million, or $0.91 per share (diluted), as compared to
$16.0 million, or $0.72 per share (diluted), for the same period in the previous
year.

Total quarterly revenues increased 18% in the second quarter to $66.5 million
compared to last year's $56.5 million. The $10.0 million growth in revenue
resulted from:

      o     2001 acquisitions ($8.8 million)
      o     2001 same store portfolio ($2.8 million)
      o     Investment and other income ($1.5 million)

These revenue increases were partially offset by reduced revenues of properties
sold ($2.5 million) and contributions to unconsolidated joint ventures ($0.5
million).

During the second quarter, same store cash NOI increased $4.0 million to $27.9
million in 2001, as compared to $23.9 million over the same period in the prior
year. Cash NOI margins before ground rent improved year over year from 55.3% to
60.2%. The improvement in cash NOI was driven primarily by a $4.6 million
increase in cash revenue due to:

      o     A 55% increase in replacement rents over previous fully-escalated
            rents ($1.5 million)
      o     Reduced free and straight-line rents ($1.8 million)
      o     Rent steps from current in-place tenants ($0.5 million)
      o     $1.4 million increase in escalation and reimbursement income
            primarily from increased electric recoveries ($0.4 million) and
            operating expense reimbursements ($0.8 million).
      o     $0.4 million decrease in signage income

The increase in revenue was partially offset by $0.5 million or 5% increase in
operating costs, which was related primarily to higher utility costs ($0.3
million). Approximately 90% of the quarterly electric expense was recovered
through the utility clause in the tenants' leases.

The Company's second quarter EBITDA increased $7.9 million resulting in
increased margins before ground rent of 68.8% in 2001, compared to 64.8% for the
same period last year. After ground rent, margins improved to 63.6% in 2001 from
58.8% in the corresponding prior year period. Margin improvement was driven by
the Company's primary real estate investment themes:

      o     GAAP NOI of $8.2 million;
            o     $6.2 million increase from 2001 acquisitions
            o     $2.3 million increase from same store (9% improvement)
            o     $1.4 million increase from joint ventures
            o     $1.9 million decrease from properties sold or contributed to
                  joint ventures
      o     Income from structured finance ($1.1 million), and interest ($0.4
            million)

                                                                               2
<PAGE>

These increases in EBITDA were partially offset by (i) an increase in MG&A ($0.5
million) primarily due to increased personnel costs and (ii) a loss from equity
in affiliates ($0.6 million) as compared to net income in the prior year ($0.4
million). The increased losses in affiliates were primarily generated by
e.Emerge.

FFO for the quarter ended June 30, 2001 improved $5.1 million primarily as a
result of an $8.2 million increase in EBITDA that was partially offset by higher
interest costs ($3.1 million). These higher interest costs were associated with
higher average debt levels due to acquisition and structured finance debt ($3.7
million), the higher average debt levels due to the funding of ongoing capital
projects and working capital requirements ($0.2 million), partially offset by
lower interest rates ($0.8 million).

During the quarter ended June 30, 2000, the Company recorded an extraordinary
loss of $0.4 million due to the early extinguishment of debt that was excluded
from the Company's 2000 FFO results. The 2001 and 2000 results of the Company
exclude gains on sales of properties that totaled $3.0 million and $4.8 million,
respectively.

At the end of the quarter, consolidated debt totaled $608.6 million, reflecting
a debt to market capitalization ratio of 39.4%.

                                  NEW ACTIVITY

COMMON SHARE ISSUANCE
---------------------

         On July 19th, the Company announced that it had sold 5 million primary
         common shares at a gross price of $30.66 per share. After the
         underwriter's discount, net proceeds to the Company totaled $149.0
         million, or $29.80 per share. The immediate use of proceeds will be to
         pay down the Company's unsecured revolving credit facility. After
         giving effect to the issuance and the completed third quarter activity,
         the Company's pro-forma debt to market capitalization is 29.10% and the
         lines of credit availability is $267.3 million with an outstanding
         balance of $71.0 million on the unsecured line of credit and $21.7
         million on the secured line of credit. Following the offering, the
         Company's outstanding basic common shares totaled 29.9 million and
         weighted-average fully diluted shares totaled 37.2 million.

REAL ESTATE ACTIVITY
--------------------

         317 MADISON AVENUE ACQUISITION

         In June 2001, the Company closed on the acquisition of 317 Madison
         Avenue for an aggregate purchase price of $105.6 million ($235 per
         square foot). The property was acquired from Richfield Investment
         Company. The 22-story building is located at the Northeast corner of
         Madison Avenue and 42nd Street with direct access to Grand Central
         Station. The acquisition was funded, in part, with proceeds from the
         sale of 1412 Broadway in a reverse 1031 tax-free exchange, thereby
         deferring the capital gain resulting from such sale. The balance of the
         acquisition was funded using the Company's line of credit. The Company
         expects to complete a $65-$70 million first mortgage financing during
         the third quarter with the proceeds repaying the unsecured line of
         credit.

                                                                               3
<PAGE>

         ONE PARK JOINT VENTURE

         In May 2001, the Company announced that it entered into a joint venture
         with respect to the ownership of the Company's interests in One Park
         Avenue with SITQ Immobilier, a subsidiary of Caisse de Depot et
         Placement du Quebec, the largest pension fund in Canada with over Cdn
         $125 billion in assets under management. Under the terms of the joint
         venture, SITQ Immobilier purchased a 45% interest in the Company's
         interests in the property based upon a gross aggregate price of $233.9
         million and yielding proceeds of approximately $41.0 million, inclusive
         of closing costs and reimbursements. The transaction enables the
         Company to free up capital for additional high growth opportunities
         while enhancing the yield on its investment interests in One Park
         Avenue through various fee arrangements with respect to the investment.

         1412 BROADWAY SALE

         In June 2001, the Company completed the previously announced sale of
         1412 Broadway for $90.7 million, to an affiliate of JER Partners, a
         subsidiary of the J.E. Robert Companies of McLean, VA. As part of the
         transaction, the Company retained a participating preferred equity
         position of $8.0 million in the property. The Company realized a book
         gain on the sale in the amount of approximately $4.1 million (before
         the write off of a $1.0 million loss on the initial financing
         arrangement). Proceeds from the sale of 1412 Broadway were used to fund
         the acquisition of 317 Madison Avenue in a reverse 1031 tax-free
         exchange allowing the Company to defer all of the taxable gain.

STRUCTURED FINANCE ACTIVITY
---------------------------

      o     Three separate transactions totaling $85.7 million originated at a
            retained yield of 15.8%
      o     $51.9 million repaid yielding a 25.3% unlevered IRR
      o     $25.0 million participation to PREI under the investment program

            PREI INVESTMENT PROGRAM

            The Company has entered into a non-exclusive investment program with
            Prudential Real Estate Investors (PREI) that will invest up to $250
            million in structured finance investments collateralized by New York
            City commercial real estate. Under the terms of the program, the
            Company and PREI will co-invest by purchasing 50% participation
            interests in structured finance investments originated, managed and
            serviced by the Company. The investment program will target
            mezzanine loans, first mortgage bridge loans, preferred equity, and
            junior mortgage participations in prime, well-located commercial
            real estate primarily in Midtown Manhattan. The Company will enhance
            its total return on investment through fees charged to the venture
            for origination, asset management and servicing as well as incentive
            returns based upon the overall performance of the investments.

                                                                               4
<PAGE>


As of June 30, 2001, the Company's portfolio consists of interests in 25
properties, aggregating 10.1 million square feet.

SL Green Realty is a self-administered and self-managed real estate investment
trust ("REIT") that acquires, owns, repositions and manages a portfolio of
Manhattan office properties. The Company is the only publicly held REIT who
specializes exclusively in this niche.

Financial Tables attached.

To receive SL Green's latest news release and other corporate documents,
including the Second Quarter Supplemental Data, via FAX at no cost, please
contact the Investor Relations office at 212-216-1601. All releases and
supplemental data can also be downloaded directly from the SL Green website at:
www.slgreen.com
---------------

THIS PRESS RELEASE CONTAINS FORWARD-LOOKING INFORMATION BASED UPON THE COMPANY'S
CURRENT BEST JUDGMENT AND EXPECTATIONS. ACTUAL RESULTS COULD VARY FROM THOSE
PRESENTED HEREIN. THE RISKS AND UNCERTAINTIES ASSOCIATED WITH FORWARD-LOOKING
INFORMATION IN THIS RELEASE INCLUDE THE STRENGTH OF THE COMMERCIAL OFFICE AND
INDUSTRIAL REAL ESTATE MARKETS IN NEW YORK, COMPETITIVE MARKET CONDITIONS,
UNANTICIPATED ADMINISTRATIVE COSTS, TIMING OF LEASING INCOME, GENERAL AND LOCAL
ECONOMIC GROWTH, INTEREST RATES AND CAPITAL MARKET CONDITIONS. FOR FURTHER
INFORMATION, PLEASE REFER TO THE COMPANY'S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION.

                                     # # #

<PAGE>


<TABLE>
                                                        SL GREEN REALTY CORP.
                                                 STATEMENTS OF OPERATIONS--UNAUDITED
                                            (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<CAPTION>
                                                                                 Three Months Ended          Six Months Ended
                                                                                       June 30                   June 30
                                                                                  2001          2000         2001        2000
                                                                                ---------    ---------    ---------    ---------
<S>                                                                             <C>          <C>          <C>          <C>
REVENUE:
Rental revenue, net                                                             $  53,405    $  46,410    $ 108,408    $  93,351
Escalations & reimbursement revenues                                                7,296        5,367       15,353       11,348
Signage rent                                                                          179          597          529        1,097
Investment income                                                                   5,046        3,923        8,320        4,936
Other income                                                                          550          197          860          521
                                                                                ---------    ---------    ---------    ---------
Total revenues                                                                     66,476       56,494      133,470      111,253
Total revenues
                                                                                ---------    ---------    ---------    ---------
EXPENSES:
Operating expenses                                                                 14,081       13,443       29,907       26,633
Ground rent                                                                         3,159        3,159        6,318        6,342
Interest                                                                           13,171       10,053       27,068       19,545
Depreciation and amortization                                                       9,189        8,403       18,909       16,219
Real estate taxes                                                                   7,958        7,053       16,138       14,388
Marketing, general and administrative                                               3,668        3,190        7,215        5,978
                                                                                ---------    ---------    ---------    ---------
Total expenses                                                                     51,226       45,301      105,555       89,105
                                                                                ---------    ---------    ---------    ---------
Income before minority interests, preferred stock dividends, gain on sales,
   extraordinary item, equity in affiliates and unconsolidated joint ventures      15,250       11,193       27,915       22,148
Equity in net income (loss) from affiliates                                          (658)         369         (927)         539
Equity in  net income from  unconsolidated joint ventures                           1,756          782        3,269        1,623
Minority interests                                                                 (1,405)      (1,316)      (2,486)      (3,467)
Extraordinary loss, net of minority interest                                           --         (430)         (98)        (430)
Gain on sale of rental properties                                                   3,002        4,797        4,516       19,022
Cumulative effect of accounting change                                                 --           --         (532)          --
Preferred stock dividends and accretion                                            (2,415)      (2,407)      (4,829)      (4,814)
                                                                                ---------    ---------    ---------    ---------
 Net income available to common shareholders                                    $  15,530    $  12,988    $  26,828    $  34,621
                                                                                =========    =========    =========    =========
 Net income per share (Basic)                                                   $    0.63    $    0.53    $    1.09    $    1.43
 Net income per share (Diluted)                                                 $    0.60    $    0.53    $    1.06    $    1.36
 FUNDS FROM OPERATIONS (FFO)

 FFO per share (Basic)                                                          $    0.87    $    0.69    $    1.65    $    1.33
 FFO per share (Diluted)                                                        $    0.80    $    0.65    $    1.53    $    1.27
 FFO CALCULATION:
 ----------------
 Income before minority interests, preferred stock dividends,
    extraordinary loss and cumulative effect adjustment                         $  16,348    $  12,344    $  30,257    $  24,310

 LESS:
 ----
 Preferred stock dividend                                                          (2,300)      (2,300)      (4,600)      (4,600)
 Add:
 Joint venture FFO adjustment                                                       1,358          917        2,354        1,626
 Depreciation and amortization                                                      9,189        8,403       18,909       16,219
 Amortization of deferred financing costs and depreciation of non-real
    estate assets                                                                  (1,157)      (1,040)      (2,312)      (2,063)
                                                                                ---------    ---------    ---------    ---------
 FFO - BASIC                                                                       23,438       18,324       44,608       35,492
 Add:  Preferred stock dividends                                                    2,300        2,300        4,600        4,600
                                                                                ---------    ---------    ---------    ---------
 FFO - DILUTED                                                                  $  25,738       20,624       49,208    $  40,092
                                                                                =========    =========    =========    =========
 Basic ownership interests
    Weighted average REIT common shares                                            24,706       24,309       24,706       24,265
    Weighted average partnership units held by minority interest                    2,295        2,391        2,289        2,404
                                                                                ---------    ---------    ---------    ---------
 Basic weighted average shares and units outstanding                               27,001       26,700       26,995       26,669
                                                                                =========    =========    =========    =========
 Diluted ownership interest
    Weighted average REIT common and common share equivalent shares                25,189       24,654       25,182       24,525
    Weighted average partnership units held by minority interests                   2,295        2,391        2,289        2,404
    Common share equivalents for preferred stock                                    4,699        4,699        4,699        4,699
                                                                                ---------    ---------    ---------    ---------
 Diluted weighted average equivalent shares and units outstanding                  32,183       31,744       32,170       31,628
                                                                                =========    =========    =========    =========
</TABLE>

                                                                               6

<PAGE>

<TABLE>
                                            SL GREEN REALTY CORP.
                                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                           (Dollars in Thousands)

                                                                                   June 30,     December 31
                                                                                     2001          2000
                                                                                 -----------    -----------
ASSETS                                                                                   (unaudited)
<S>                                                                              <C>            <C>
Commercial real estate properties, at cost:
Land and land interests                                                          $   140,657    $   125,572
Buildings and improvements                                                           683,889        618,637
Building leasehold                                                                   141,670        139,393
Property under capital lease                                                          12,208         12,208
                                                                                 -----------    -----------
                                                                                     978,424        895,810
Less accumulated depreciation                                                        (86,585)       (78,432)
                                                                                 -----------    -----------
                                                                                     891,839        817,378

Properties held for sale                                                                  --         10,895
Cash and cash                                                                         43,742         10,793
equivalents
Restricted                                                                            37,516         86,823
cash
Tenant receivables, net $3,049 and $1,723 reserve in 2001 and 2000,
   respectively                                                                        7,008          7,580
Related party receivables                                                                955            917
Deferred rents receivable net of provision for doubtful accounts of $5,441 and        49,354         45,816
   $4,860 in 2001 and 2000, respectively
Investment in and advances to affiliates                                               7,932          6,373
Investment in unconsolidated joint ventures                                          124,495         65,031
Mortgage loans and preferred investments                                              97,832         51,293
Deferred costs, net                                                                   37,446         40,113
Other assets                                                                          21,546         18,142
                                                                                 -----------    -----------

Total assets                                                                     $ 1,319,665    $ 1,161,154
                                                                                 ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

Mortgage notes payable                                                           $   325,411    $   414,342
Revolving credit facility                                                            283,238         46,374
Accrued interest payable                                                               2,533          2,349
Accounts payable and accruedexpenses                                                  20,922         24,818
Deferred revenue                                                                       1,587          1,112
Deferred compensation awards                                                           1,838          2,833
Derivative instruments--fair value                                                     2,383             --
Capitalized lease obligations                                                         15,437         15,303
Deferred land lease payable                                                           13,866         13,158
Dividend and distributions payable                                                    12,796         12,678
Security deposits                                                                     20,776         19,014
                                                                                 -----------    -----------
Totalliabilities                                                                     700,787        551,981
                                                                                 -----------    -----------

Minority interests                                                                    43,546         43,326


8% Preferred Income Equity Redeemable Stock $0.01 par
  value, $25.00 mandatory liquidation preference 25,000 shares
  authorized, 4,600 outstanding in 2001 and 2000                                     111,002        110,774


STOCKHOLDERS' EQUITY
         Common stock, $.01 par value 100,000 shares
           authorized, 24,859 and 24,516 issued and
           outstanding in 2001 and 2000,respectively                                     249            246
         Additional paid - in capital                                                436,262        428,698
           Deferred compensation plan                                                 (9,072)        (5,037)
           Accumulated other comprehensive loss                                       (1,896)            --
         Retained earnings                                                            38,787         31,166

                                                                                 -----------    -----------
Total stockholders'equity                                                            464,330        455,073
                                                                                 -----------    -----------

Total liabilities and stockholders' equity                                       $ 1,319,665    $ 1,161,154
                                                                                 ===========    ===========
</TABLE>

                                                                               7
<PAGE>


                              SL GREEN REALTY CORP.
                        SELECTED OPERATING DATA-UNAUDITED

<TABLE>
<CAPTION>
                                                  JUNE 30, 2001     JUNE 30, 2000
                                                  -------------     -------------
OPERATING DATA:

<S>                                                      <C>              <C>
Net rentable area at end of period (in 000's)(1)         10,106            9,131
Portfolio occupancy percentage at end of period              98%              98%
Same Store occupancy percentage at end of period             99%              98%
Number of properties in operation                            25               23
</TABLE>



(1)   Includes wholly-owned and majority and minority owned properties.




                                                                               8


</TEXT>
</DOCUMENT>
</SUBMISSION>
