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<SEC-DOCUMENT>0000950137-05-003144.txt : 20050316
<SEC-HEADER>0000950137-05-003144.hdr.sgml : 20050316
<ACCEPTANCE-DATETIME>20050316171133
ACCESSION NUMBER:		0000950137-05-003144
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	20041231
FILED AS OF DATE:		20050316
DATE AS OF CHANGE:		20050316

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GETTY REALTY CORP /MD/
		CENTRAL INDEX KEY:			0001052752
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE [6500]
		IRS NUMBER:				113412575
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13777
		FILM NUMBER:		05686420

	BUSINESS ADDRESS:	
		STREET 1:		125 JERICHO TURNPIKE
		CITY:			JERICHO
		STATE:			NY
		ZIP:			11753
		BUSINESS PHONE:		5163382600

	MAIL ADDRESS:	
		STREET 1:		125 JERICHO TURNPIKE
		CITY:			JERICHO
		STATE:			NY
		ZIP:			11753
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>c93068e10vk.txt
<DESCRIPTION>FORM 10-K
<TEXT>
<PAGE>
                                  UNITED STATES
                             SECURITIES AND EXCHANGE
                                   COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       OR

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

                        COMMISSION FILE NUMBER 001-13777

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

<Table>
<S>                                                                        <C>
Maryland                                                                                                  11-3412575
- --------                                                                                                  ----------
(State or other jurisdiction of incorporation or organization)                  (I.R.S. employer identification no.)
125 Jericho Turnpike, Suite 103, Jericho, New York                                                             11753
- --------------------------------------------------                                                             -----
(Address of principal executive offices)                                                                  (Zip Code)
Registrant's telephone number, including area code: (516) 478-5400
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS                                                        NAME OF EACH EXCHANGE ON WHICH REGISTERED
- -------------------                                                        -----------------------------------------
Common Stock, $0.01 par value                                                                New York Stock Exchange
</Table>

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

                                      None
                                (Title of Class)

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

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]

The aggregate market value of common stock held by non-affiliates (17,566,673
shares of common stock) of the Company was $441,977,493 as of June 30, 2004.

The registrant had outstanding 24,712,861 shares of common stock as of March 11,
2005.

                       DOCUMENTS INCORPORATED BY REFERENCE

<Table>
<Caption>
                                      DOCUMENT                                        PART OF FORM 10-K
                                      --------                                        -----------------
<S>                                                                                   <C>
         Annual Report to Shareholders for the year ended December 31, 2004 (the          I and II
         "Annual Report")
         Definitive Proxy Statement for the 2005 Annual Meeting of Stockholders             III
         (the "Proxy Statement") which will be filed by the registrant on or
         prior to 120 days following the end of the registrant's year ended
         December 31, 2004 pursuant to Regulation 14A.
</Table>


<PAGE>

                                     PART I

Item 1. Business

The History of Our Company

     Getty Realty Corp., a Maryland corporation, is the largest publicly-traded
real estate investment trust ("REIT") in the United States specializing in the
ownership and leasing of retail motor fuel and convenience store properties and
petroleum distribution terminals. As of December 31, 2004, we owned seven
hundred ninety-five properties and leased two hundred fifty additional
properties in thirteen states located principally in the Northeast United
States.

     We are self-administered and self-managed by our experienced management
team, which has over eighty-six years of combined experience in owning, leasing
and managing retail motor fuel and convenience store properties. Our executive
officers are engaged exclusively in the day-to-day business of the Company. We
administer nearly all management functions for our properties, including
leasing, legal, data processing, finance and accounting. We have invested, and
will continue to invest, in real estate and real estate related investments,
such as mortgage loans, when such opportunities arise.

     Our founders started the business in 1955 with the ownership of one
gasoline service station in New York City and combined real estate ownership,
leasing and management with actual service station operation. We held our
initial public offering in 1971 under the name Power Test Corp. In 1985, we
acquired from Texaco the petroleum distribution and marketing assets of Getty
Oil Company in the Northeast United States along with the Getty(R) name and
trademark for use in connection with our real estate and petroleum marketing
operations in the United States. We became one of the largest independent
owner/operators of petroleum marketing assets in the country, serving retail and
wholesale customers through a distribution and marketing network of Getty and
other branded retail motor fuel and convenience store properties and petroleum
distribution terminals.

     Nearly all of our properties are leased or sublet to third-party operators
who are responsible for the payment of taxes, maintenance, repair, insurance and
other operating expenses and for managing the actual operations conducted at
these properties. We lease approximately 91% of our owned and leased properties
on a long-term basis to Getty Petroleum Marketing Inc. ("Marketing"). Marketing
is wholly owned by a subsidiary of OAO LUKoil ("Lukoil"), one of Russia's
largest integrated oil companies. Marketing operates the petroleum distribution
terminals but typically does not itself directly operate the retail motor fuel
and convenience store properties it leases from us. Rather, Marketing subleases
nearly all of our retail properties to third-party operators who are responsible
for the actual operations at the locations.

     In 1997, we completed the spin-off of our petroleum marketing business to
our shareholders, who received a tax-free dividend of one share of common stock
of Marketing for each share of our common stock. Following the spin-off,
Marketing held the assets and liabilities of our petroleum marketing operations
and a portion of our home heating oil business, and we continued operating
primarily as a real estate company specializing in the ownership and leasing of
retail motor fuel and convenience store properties and petroleum distribution
terminals. In 1998, we acquired Power Test Investors Limited Partnership (the
"Partnership"), thereby acquiring fee title to two hundred ninety-five
properties we had previously leased from the Partnership and which the
Partnership had acquired in 1985 from Texaco. We later sold the remaining
portion of our home heating oil business. As a result, we are now exclusively
engaged in the ownership, leasing and management of real estate assets,
principally in the petroleum marketing industry.

     In December 2000, Marketing was acquired by a U.S. subsidiary of Lukoil. In
connection with Lukoil's acquisition of Marketing, we renegotiated our long-term
master lease ("Master Lease") with Marketing. As of December 31, 2004, Marketing
leases from us, under the Master Lease and a coterminous supplemental lease for
one property (collectively the "Marketing Leases"), nine hundred thirty-nine
retail motor fuel and convenience store properties and ten petroleum
distribution terminals. The Marketing Leases have an initial term expiring in
December 2015, and generally provides Marketing with three renewal options of
ten years each and a final renewal option of three years and ten months
extending to 2049. Each of the renewal options may be exercised only on an "all
or nothing" basis. We expect to receive $59.7 million in lease rental payments
from Marketing in 2005, with annual 2% rental increases in subsequent years. The
Marketing Leases are "triple-net" leases, pursuant to which Marketing



                                      -2-
<PAGE>

is responsible for the payment of taxes, maintenance, repair, insurance and
other operating expenses. We have licensed the Getty(R) trademarks to Marketing
on an exclusive basis in its Northeast U.S. marketing territory as of December
2000. We have also licensed the trademarks to Marketing on a non-exclusive basis
outside that territory, subject to a gallonage-based royalty, although to date,
Marketing has not used the trademark outside that territory.

     In August 2001, we completed a public offering of 8,855,000 shares of our
common stock. We used a portion of the net proceeds of the offering to pay a
special one-time "earnings and profits" (as defined by the Internal Revenue
Code) cash distribution of $64.1 million to preferred and common shareholders.
In addition, our shareholders approved a charter amendment to include
restrictions on the ownership of our stock which are typical of REITs.
Accordingly, we elected to be taxed as a REIT beginning January 1, 2001. A REIT
is a corporation, or a business trust that would otherwise be taxed as a
corporation, which meets the requirements of the Internal Revenue Code. The
Internal Revenue Code permits a qualifying REIT to deduct dividends paid,
thereby effectively eliminating corporate level federal income tax and making
the REIT a pass-through vehicle for federal income tax purposes. To meet the
requirements of the Internal Revenue Code, a REIT must, among other things,
invest substantially all of its assets in interests in real estate (including
mortgages and other REITs) or cash and government securities, derive most of its
income from rents from real property or interest on loans secured by mortgages
on real property, and distribute to shareholders annually a substantial portion
of its otherwise taxable income. As a REIT, we are required to distribute at
least ninety percent of our taxable income to our shareholders each year and
would be subject to corporate level federal income taxes on any taxable income
that is not distributed.

Real Estate Business

     The operators of our properties are primarily distributors and retailers
engaged in the sale of gasoline and other motor fuel products, convenience store
products and automotive repair services. Over the past decade, these lines of
business have matured into a single industry as operators increased their
emphasis on co-branded locations with multiple uses. The combination of
petroleum product sales with other offerings, particularly convenience store
products, has helped provide one-stop shopping for consumers and we believe
represents a driving force behind the industry's growth in recent years.

     Revenues from rental properties for the year ended December 31, 2004 were
$66.3 million which includes $4.5 million of deferred rental income recognized
due to the straight-line method of accounting for the leases with Marketing and
certain of our other tenants. We received lease payments from Marketing
aggregating approximately $58.9 million (or 95% of the $61.9 million total lease
payments we received from all our rental properties in 2004). We are materially
dependent upon the ability of Marketing to meet its monetary obligations under
the Marketing Leases. Marketing's financial results depend largely on retail
petroleum marketing margins and rental income from subtenants who operate our
properties. The petroleum marketing industry has been and continues to be
volatile and highly competitive. Marketing has made all required monthly rental
payments under the Marketing Leases when due.

     As of December 31, 2004, we owned fee title to seven hundred eighty-eight
retail motor fuel and convenience store properties and seven petroleum
distribution terminals. We also leased two hundred forty-seven retail motor fuel
and convenience store properties and three petroleum distribution terminals. Our
typical property used as a retail motor fuel and convenience store is located on
between one-half and three quarters of an acre of land in a metropolitan area in
the Northeast United States. Approximately two-thirds of our retail motor fuel
properties have repair bays (typically two or three bays per station) and nearly
half have convenience stores, canopies or both. The title to substantially all
of our owned properties is in the name of Leemilt's Petroleum, Inc., Getty CT
Leasing, Inc, Getty Properties Corp. or Power Test Realty Company Limited
Partnership, each of which is our wholly owned subsidiary. Leemilt's Petroleum
Inc. and Getty Properties Corp., are the lessees of substantially all of the
properties we lease from third parties. In addition, we lease four thousand one
hundred square feet of office space at 125 Jericho Turnpike, Jericho, New York,
which is used for our corporate headquarters.

     We believe our network of retail motor fuel and convenience store
properties and terminal properties across the Northeast United States is unique
and comparable networks of properties are not readily available for purchase or
lease from other owners or landlords. Many of our properties are located at
highly trafficked urban intersections or conveniently close to highway on- and
off-ramps. Furthermore, obtaining the permits necessary to operate a network of
petroleum marketing properties such as ours would be a difficult, time consuming
and costly process for any


                                      -3-
<PAGE>

potential competitor. However, the real estate industry is highly competitive,
and we compete for tenants with a large number of property owners. Our principal
means of competition are rents charged in relation to the income producing
potential of the location. In addition, we expect other major real estate
investors with significant capital will compete with us for attractive
acquisition opportunities. These competitors include petroleum manufacturing,
distributing and marketing companies, other REITs, investment banking firms and
private institutional investors. This competition has increased prices for
commercial properties and may impair our ability to make suitable property
acquisitions on favorable terms in the future.

Trademarks

     We have licensed the Getty(R) trademarks to Marketing on an exclusive basis
in its Northeast U.S. marketing territory as of December 2000. We have also
licensed the trademarks to Marketing on a non-exclusive basis outside that
territory, subject to a gallonage-based royalty, although to date, Marketing has
not used the trademark outside that territory.

Regulation

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

     Petroleum properties are governed by numerous federal, state and local
environmental laws and regulations. These laws have included (i) requirements to
report to governmental authorities discharges of petroleum products into the
environment and, under certain circumstances, to remediate the soil and/or
groundwater contamination pursuant to governmental order and directive, (ii)
requirements to remove and replace underground storage tanks that have exceeded
governmental-mandated age limitations and (iii) the requirement to provide a
certificate of financial responsibility with respect to claims relating to
underground storage tank failures.

     In recent years, environmental expenses have been attributable to
remediation, monitoring, and governmental agency reporting incurred in
connection with contaminated sites. In prior periods, a larger portion of the
expenses also included soil disposal and the replacement or upgrading of
underground storage tank systems ("USTs") to meet federal, state and local
environmental standards. Under the Master Lease with Marketing, and in
accordance with leases with other tenants, we agreed to bring the leased
properties with known environmental contamination to within applicable standards
and to regulatory or contractual closure ("Closure") in an efficient and
economical manner. Generally, upon achieving Closure at an individual property,
our environmental liability under the lease for that property will be satisfied
and future remediation obligations will be the responsibility of our tenant.

     We have agreed to pay all costs relating to, and to indemnify Marketing
for, certain environmental liabilities and obligations that are scheduled in the
Master Lease. We will continue to seek reimbursement from state UST remediation
funds related to these environmental expenditures where available. As of
December 31, 2004, we have regulatory approved remediation action plans in place
for three hundred sixteen (92%) of the three hundred forty-five properties for
which we retain remediation responsibility and have not received a no further
action letter and the remaining twenty-nine properties (8%) were in the
assessment phase.

     For additional information please refer to "Liquidity and Capital
Resources" and "Environmental Matters" in "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

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


                                      -4-
<PAGE>


Personnel

     As of December 31, 2004, we had sixteen employees.

Access to our filings with the Securities and Exchange Commission and Corporate
Governance Documents

     Our website address is www.gettyrealty.com. Our address, phone number and a
list of our officers is available on our website. Our website contains a
hyperlink to the SEC's EDGAR database at www.sec.gov where you can access,
free-of-charge, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
current reports on Form 8-K, and all amendments to these reports as soon as
reasonably practicable after such reports are filed. Our website also contains
our business conduct guidelines, corporate governance guidelines and the
charters of the Compensation, Nominating/Corporate Governance and Audit
Committees of our Board of Directors. We also will provide copies of these
reports and corporate governance documents free-of-charge upon request,
addressed to Getty Realty Corp., 125 Jericho Turnpike, Suite 103, Jericho, NY
11753, Attn: Investor Relations. Information available on or accessible through
our website shall not be deemed to be a part of this Annual Report on Form 10-K.
You may read and copy any materials that we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330.

Special Factors Regarding Forward-Looking Statements

     Certain statements in this Annual Report on Form 10-K may constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. When we use the words "believes", "expects",
"plans", "projects", "estimates" and similar expressions, we intend to identify
forward-looking statements. Examples of forward-looking statements include
statements regarding our expectations regarding future payments from Marketing,
including $59.7 million in lease rental payments in 2005; the expected effect of
regulations on our long-term performance; our expected ability to maintain
compliance with applicable regulations; our ability to renew expired leases; the
adequacy of our current and anticipated cash flows; our ability to maintain our
REIT status; our ability to obtain additional financing from JPMorgan on the
terms described in this Annual Report on Form 10-K, or at all; the probable
outcome of litigation or regulatory actions; our expected recoveries from
underground storage tank funds; our exposure to environmental remediation
expenses; our expectations regarding corporate level federal income taxes; the
indemnification obligations of the Company and others; our intention to
consummate future acquisitions; assumptions regarding the future applicability
of accounting estimates, assumptions and policies and our intention to pay
future dividends.

     These forward-looking statements are based on our current beliefs and
assumptions and information currently available to us, and involve known and
unknown risks (including the risks described below and other risks that we
describe from time to time in our SEC filings), uncertainties and other factors
which may cause our actual results, performance and achievements to be
materially different from any future results, performance or achievements
expressed or implied by these forward-looking statements. You should not place
undue reliance on forward-looking statements, which reflect our view only as of
the date hereof. We undertake no obligation to publicly release revisions to
these forward-looking statements that reflect future events or circumstances or
the occurrence of unanticipated events.

Risks and Uncertainties

     We are subject to various risks that could have a negative effect on the
Company and its financial condition, many of which are beyond our control. As a
result of these and other factors, we may experience material fluctuations in
future operating results on a quarterly or annual basis, which could materially
and adversely affect our business, financial condition, operating results and
stock price. An investment in our stock involves various risks, including those
mentioned below and elsewhere in this Annual Report on Form 10-K and those that
are detailed from time to time in our other filings with the Securities and
Exchange Commission.


                                      -5-
<PAGE>
We are subject to risk inherent in owning and leasing real estate.

     We are subject to varying degrees of risk generally related to leasing and
owning real estate many of which are beyond our control. In addition to general
risks related to owning properties used in the petroleum marketing industry,
risks include, among others, liability for long-term lease obligations, changes
in regional and local economic and real estate market conditions; changes in
supply of, or demand for rental properties similar to ours; competition for
tenants and changes in rental rates; our ability to relet properties on
favorable terms or at all; our ability to collect rent payments when due;
changes in interest rates and in the availability, cost and terms of financing;
the potential for uninsured casualty and other losses, the impact of present or
future environmental legislation and compliance with environmental laws; adverse
changes in zoning laws and other regulations; and acts of terrorism and war. In
addition, real estate investments are relatively illiquid, which means that our
ability to vary our portfolio of properties in response to changes in economic
and other conditions may be limited.

Our revenues are primarily dependent on the performance of Getty Petroleum
Marketing Inc., our primary tenant. Although we periodically receive and review
financial statements and other financial information from Marketing, such
information is not publicly available. We may not have sufficient information to
identify a deterioration of the financial performance or condition of Marketing,
or have sufficient time to advise our shareholders of such deterioration prior
to any default by Marketing on its monetary obligations to us that may result
from such deterioration. If Marketing does not fulfill its monetary obligations
to us, our financial condition and results of operations will be materially
adversely affected.

     We rely upon the revenues from leasing retail motor fuel and convenience
store properties and petroleum distribution terminals, primarily to Marketing,
for substantially all of our revenues (95.5% for the year ended December 31,
2004). Accordingly, our revenues will be dependent to a large degree on the
economic performance of Marketing and of the petroleum marketing industry, and
any factor that adversely affects Marketing may have a material adverse effect
on our financial condition and results of operations. Marketing is wholly owned
by a subsidiary of Lukoil, one of the largest integrated Russian oil companies.
In the event that Marketing cannot or will not perform its monetary obligations
under the Marketing Leases with us, our financial condition and results of
operations would be materially adversely affected. Although Marketing is wholly
owned by a subsidiary of Lukoil, no assurance can be given that Lukoil will
cause Marketing to fulfill any of its obligations under the Marketing Leases.

     We periodically receive and review Marketing's financial statements and
other financial data. We receive this information from Marketing pursuant to the
terms of the Master Lease. This information is not publicly available and the
terms of the Master Lease prohibit us from including this financial information
in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q or in our
Annual Report to Shareholders. As a result, the financial performance of
Marketing may deteriorate, and Marketing may ultimately default on its monetary
obligations to us before we receive financial information from Marketing that
would indicate the deterioration or before we would have the opportunity to
advise our shareholders of any increased risk of default.

     Certain financial and other information concerning Marketing is available
from Dun & Bradstreet and may be accessed by their web site (www.dnbsearch.com)
upon payment of their fee.

     If Marketing does not fulfill its monetary obligations to us under the
Marketing Leases, our financial condition and results of operations will be
materially adversely affected. Based on our review of the financial statements
and other financial data Marketing has provided to us to date, we believe that
Marketing has the ability to make its rent payments to us under the Marketing
Leases timely when due.

     Marketing's earnings and cash flow from operations depend upon rental
income from its tenants and the sale of refined petroleum products at margins in
excess of its fixed and variable expenses. A large, rapid increase in wholesale
petroleum prices would adversely affect Marketing's profitability and cash flow
if the increased cost of petroleum products could not be passed on to
Marketing's customers or if automobile consumption of gasoline were to
significantly decline. Petroleum products are commodities whose prices depend on
numerous factors that affect the supply of and demand for petroleum products.
The prices paid by Marketing and other petroleum marketers for products are
affected by global, national and regional factors. We cannot be certain how
these factors will affect

                                      -6-
<PAGE>
petroleum product prices or supply in the future, or how in particular they
will affect Marketing or our other tenants. We believe that Marketing currently
relies on various suppliers for the purchase of refined petroleum products.

Substantially all of our tenants depend on the same industries for their
revenues.

     We derive substantially all of our revenue from leasing, primarily on a
triple-net basis, retail motor fuel and convenience store properties and
petroleum distribution terminals to tenants in the petroleum marketing industry.
Accordingly, our revenues will be dependent on the economic success of the
petroleum marketing industry, and any factors that adversely affect that
industry could also have a material adverse effect on our financial condition
and results of operations. The success of participants in that industry depends
upon the sale of refined petroleum products at margins in excess of fixed and
variable expenses. A large, rapid increase in wholesale petroleum prices would
adversely affect the profitability and cash flows of Marketing and our other
tenants if the increased cost of petroleum products could not be passed on to
their customers or if automobile consumption of gasoline were to significantly
decline. Petroleum products are commodities whose prices depend on numerous
factors that affect the supply of and demand for petroleum products. The prices
paid by Marketing and other petroleum marketers for products are affected by
global, national and regional factors. We cannot be certain how these factors
will affect petroleum product prices or supply in the future, or how in
particular they will affect Marketing or our other tenants. We believe that
Marketing currently relies on various suppliers for the purchase of refined
petroleum products.

Property taxes on our properties may increase without notice.

     Each of our owned properties is subject to real property taxes. The real
property taxes on our properties and any other properties that we develop or
acquire in the future may increase as property tax rates change and as those
properties are assessed or reassessed by tax authorities. To the extent that our
tenants are unable or unwilling to pay such increase in accordance with their
leases, our net operating expenses may increase.

Compliance with environmental regulations may be costly.

    The real estate business and the petroleum products industry are subject to
numerous federal, state and local laws and regulations, including matters
relating to the protection of the environment. Under certain environmental laws,
a current or previous owner or operator of real estate may be liable for
contamination resulting from the presence or discharge of hazardous or toxic
substances or petroleum products at, on or under such property, and may be
required to investigate and clean-up such contamination. Such laws typically
impose liability and clean-up responsibility without regard to whether the owner
or operator knew of or caused the presence of the contaminants, or the timing or
cause of the contamination, and the liability under such laws has been
interpreted to be joint and several unless the harm is divisible and there is a
reasonable basis for allocation of responsibility. For example, liability may
arise as a result of the historical use of a property or from the migration of
contamination from adjacent or nearby properties. Any such contamination or
liability may also reduce the value of the property. In addition, the owner or
operator of a property may be subject to claims by third parties based on
injury, damage and/or costs, including investigation and clean-up costs,
resulting from environmental contamination present at or emanating from a
property. The properties owned or controlled by us are leased primarily as
retail motor fuel and convenience store properties, and therefore may contain,
or may have contained, underground storage tanks for the storage of petroleum
products and other hazardous or toxic substances, which creates a potential for
the release of such products or substances. Some of the properties may be
adjacent to or near properties that have contained or currently contain
underground storage tanks used to store petroleum products or other hazardous or
toxic substances. In addition, certain of the properties are on, adjacent to or
near properties upon which others have engaged or may in the future engage in
activities that may release petroleum products or other hazardous or toxic
substances. There may be other environmental problems associated with our
properties of which we are unaware. These problems may make it more difficult
for us to relet or sell our properties on favorable terms or at all.

     We have agreed to provide limited environmental indemnification, capped at
$4.25 million and expiring in 2010, to Marketing for certain pre-existing
conditions at six of the terminals we lease to Marketing. Under the
indemnification agreement, Marketing will pay the first $1.5 million of costs
and expenses incurred in connection with remediating any such pre-existing
conditions, Marketing will share equally with us the next $8.5 million of those
costs and expenses and Marketing will pay all additional costs and expenses over
$10.0 million. We have not


                                      -7-
<PAGE>

accrued a liability in connection with this indemnification agreement since it
is uncertain that any significant amounts will be required to be paid under the
agreement.

     As of December 31, 2004 we had accrued $20.6 million as management's best
estimate of the fair value of reasonably estimable environmental remediation
costs and we had also recorded $5.4 million as management's best estimate for
recoveries from state UST remediation funds, net of allowance, related to
environmental obligations and liabilities. Environmental expenditures were $6.8
million and recoveries from underground storage tank funds were $2.4 million for
the year ended December 31, 2004. For 2004, net changes in estimated remediation
costs and accretion expense included in our consolidated statements of
operations amounted to $3.3 million, which was net of probable recoveries from
state UST remediation funds. During 2005, we estimate that our net environmental
spending will be approximately $5.0 million and our business plan for 2005
reflects a net change in estimated remediation costs and accretion expense of
approximately $3.6 million.

     In view of the uncertainties associated with environmental expenditures,
however, we believe it is possible that the fair value of future actual net
expenditures could be substantially higher than these estimates. Adjustments to
accrued liabilities for environmental remediation costs will be reflected in our
financial statements as they become probable and a reasonable estimate of fair
value can be made. Although future environmental costs may have a significant
impact on results of operations for any single fiscal year or interim period, we
believe that such costs will not have a material adverse effect on our long-term
financial position.

     We cannot predict what environmental legislation or regulations may be
enacted in the future, or how existing laws or regulations will be administered
or interpreted with respect to products or activities to which they have not
previously been applied. We cannot predict whether state underground storage
tank fund programs will be administered and funded in the future in a manner
that is consistent with past practices or whether future environmental spending
will continue to be eligible for reimbursement under these programs. Compliance
with more stringent laws or regulations, as well as more vigorous enforcement
policies of the regulatory agencies or stricter interpretation of existing laws
which may develop in the future, could have an adverse effect on our financial
position, or that of our tenants, and could require substantial additional
expenditures for future remediation.

     For additional information with respect to environmental remediation costs
and estimates see "Environmental Matters" in "Management's Discussion and
Analysis of Financial Condition and Results of Operations", and note 5 to the
financial statements in our Annual Report to Shareholders filed as Exhibit 13 to
this Annual Report on Form 10-K and incorporated by reference herein.

We are defending pending lawsuits and claims and are subject to material losses.

     We are subject to various lawsuits and claims, including litigation related
to environmental matters, damages resulting from leaking UST and toxic tort
claims. The ultimate resolution of certain matters cannot be predicted because
considerable uncertainty exists both in terms of the probability of loss and the
estimate of such loss. Our ultimate liabilities resulting from such lawsuits and
claims, if any, may be material to our results of operations in the period in
which they are recognized.

Our properties are concentrated in the Northeast United States, and adverse
conditions in that region, in particular, could negatively impact our
operations.

     A significant portion of the properties we own and lease are located in the
Northeast United States. Because of the concentration of our properties in that
region, in the event of adverse economic conditions in that region, we would
likely experience higher risk of default on payment of rent payable to us
(including under the Marketing Leases) than if our properties were more
geographically diversified. Additionally, the rents on our properties may be
subject to a greater risk of default than other properties in the event of
adverse economic, political, or business developments or natural hazards that
may affect the Northeast United States and the ability of our lessees to make
rent payments. In the event of any natural disaster, our ability to pay
dividends could be adversely affected.


                                      -8-
<PAGE>

We are in a competitive business.

     The real estate industry is highly competitive. Where we own properties, we
compete for tenants with a large number of real estate property owners and other
companies that sublet properties. Our principal means of competition are rents
charged in relation to the income producing potential of the location. In
addition, we expect other major real estate investors, some with much greater
resources, will compete with us for attractive acquisition opportunities. These
competitors include petroleum manufacturing, distributing and marketing
companies, other REITs, investment banking firms and private institutional
investors. This competition has increased prices for commercial properties and
may impair our ability to make suitable property acquisitions on favorable terms
in the future.

Our future cash flow is dependent on renewal of leases and reletting of our
space.

     We are subject to risks that financial distress of our tenants may lead to
vacancies at our properties, that leases may not be renewed, that locations may
not be relet or that the terms of renewal or reletting (including the cost of
required renovations) may be less favorable than current lease terms. In
addition, numerous properties compete with our properties in attracting tenants
to lease space. The number of competitive properties in a particular area could
have a material adverse effect on our ability to lease our properties or newly
acquired properties and on the rents charged. If we were unable to promptly
relet or renew the leases for all or a substantial portion of these locations,
or if the rental rates upon such renewal or reletting were significantly lower
than expected, our cash flow could be adversely affected and the resale values
or our properties could decline. The Marketing Leases have an initial term
expiring in December 2015, and generally provide Marketing with three renewal
options of ten years each and a final renewal option of three years and ten
months extending to 2049. Each of the renewal options may be exercised only on
an "all or nothing" basis.

We may acquire or develop new properties, and this may create risks.

     We may acquire or develop properties or acquire other real estate companies
when we believe that an acquisition or development matches our business
strategies. We may not succeed in consummating desired acquisitions or in
completing developments on time or within our budget. We also may not succeed in
leasing newly developed or acquired properties at rents sufficient to cover
their costs of acquisition or development and operations.

We are subject to losses that may not be covered by insurance.

     Marketing, and other tenants, as the lessee of our properties, are required
to provide insurance for such properties, including casualty, liability, fire
and extended coverage in amounts and on other terms as set forth in our master
leases. We carry insurance against certain risks and in such amounts as we
believe are customary for businesses of our kind. However, as the costs and
availability of insurance change, we may decide not to be covered against
certain losses (such as certain environmental liabilities, earthquakes,
hurricanes, floods and civil disorders) where, in the judgment of management,
the insurance is not warranted due to cost or availability of coverage or the
remoteness of perceived risk. There is no assurance that our insurance against
loss will be sufficient. The destruction of, or significant damage to, or
significant liabilities arising out of conditions at our properties due to an
uninsured cause would result in an economic loss and could result in us losing
both our investment in, and anticipated profits from, such properties. When a
loss is insured, the coverage may be insufficient in amount or duration, or a
lessee's customers may be lost, such that the lessee cannot resume its business
after the loss at prior levels or at all, resulting in reduced rent or a default
under its lease. Any such loss relating to a large number of properties could
have a material adverse effect on our financial condition.

Failure to qualify as a REIT would have adverse consequences to our
shareholders.

     We elected to be taxed as a REIT beginning January 1, 2001. We cannot,
however, guarantee that we will continue to qualify in the future as a REIT. In
order to initially qualify for REIT status, we were required, among other items,
to make a distribution to shareholders in an amount at least equal to our
accumulated "earnings and profits" (as defined by the Internal Revenue Code)
from the years we operated as a taxable corporation. On August 1, 2001, we paid
the earnings and profits distribution to our shareholders in an amount that we
estimated was required in order for us to qualify as a REIT. Determination of
accumulated earnings and profits for federal income

                                      -9-
<PAGE>
tax purposes is extremely complex. Should the Internal Revenue Service
successfully assert that our accumulated earnings and profits were greater than
the amount distributed, we may fail to qualify as a REIT; however, we may avoid
losing our REIT status by paying a deficiency dividend to eliminate any
remaining accumulated earnings and profits. We may have to borrow money or sell
assets to pay such a deficiency dividend. We cannot give any assurance that new
legislation, regulations, administrative interpretations or court decisions will
not significantly change the requirements relating to our qualification. If we
fail to qualify as a REIT, we will again be subject to federal income tax at
regular corporate rates, and could be subject to the federal alternative minimum
tax, we would be required to pay significant income taxes and would have less
money available for our operations and distributions to shareholders. This would
likely have a significant adverse effect on the value of our securities. We
could also be precluded from treatment as a REIT for four taxable years
following the year in which we lost the qualification, and all distributions to
stockholders would be taxable as regular corporate dividends to the extent or
our current and accumulated earnings and profits.

As a REIT, we are dependent on external sources of capital which may not be
available on favorable terms.

     To maintain our status as a REIT, we must distribute to our shareholders
each year at least ninety percent of our net taxable income, excluding any net
capital gain. Because of these distribution requirements, it is not likely that
we will be able to fund all future capital needs, including acquisitions, from
income from operations. Therefore, we will have to rely on third-party sources
of capital, which may or may not be available on favorable terms or at all.
Moreover, additional equity offerings may result in substantial dilution of
shareholders' interests, and additional debt financing may substantially
increase our leverage. Our access to third-party sources of capital depends upon
a number of factors, including general market conditions, the market's
perception of our growth potential, our current and potential future earnings
and cash distributions and the market price of our common stock.

The loss of certain members of our management team could adversely affect our
business.

     We depend upon the skills and experience of our executive officers. Loss of
the services of any of them could have a material adverse effect on our business
and financial condition. We do not have employment agreements with any of our
executives.

Our business operations may not generate sufficient cash for distributions or
debt service.

     We cannot assure you that our business will generate sufficient cash flow
from operations or that future borrowings will be available to us in an amount
sufficient to enable us to make distributions on our common stock, to pay our
indebtedness, or to fund our other liquidity needs. We may not be able to repay
or refinance existing indebtedness on favorable terms, which could force us to
dispose of properties on disadvantageous terms (which may also result in losses)
or accept financing on unfavorable terms.

     In March 2005 we entered into a Commitment Letter with JPMorgan Chase Bank
("JPMorgan") for an unsecured three-year senior revolving credit facility
("Credit Facility"). While the Commitment Letter is non-binding, is subject to
JPMorgan's successful syndication of a substantial portion of the Credit
Facility, and execution of definitive agreements containing customary terms and
conditions, we believe that it will contain financial covenants that will
require us to maintain certain financial ratios and limit the amount of
distributions payable by us to our shareholders. Our ability to meet the
financial and other covenants relating to the Credit Facility may be dependent
on the performance of our tenants. Failure to comply with these covenants could
result in an event of default that, if not cured or waived, could result in the
acceleration of all or a substantial portion of our indebtedness to JPMorgan.

We may be unable to pay dividends and our equity may not appreciate.

     Under the Maryland General Corporation Law, our ability to pay dividends
would be restricted if, after payment of the dividend, (1) we would not be able
to pay indebtedness as it becomes due in the usual course of business or (2) our
total assets would be less than the sum of our liabilities plus the amount that
would be needed, if we were to be dissolved, to satisfy the rights of any
shareholders with liquidation preferences. There currently are no shareholders
with liquidation preferences. No assurance can be given that our financial
performance in the future will permit our payment of any dividends. As a result
of the factors described above, we may experience material


                                      -10-
<PAGE>

fluctuations in future operating results on a quarterly or annual basis, which
could materially and adversely affect our business, stock price and ability to
pay dividends.

Terrorist attacks and other acts of violence or war may affect the market on
which our common stock trades, the markets in which we operate, our operations
and our results of operations.

     Terrorist attacks or armed conflicts could affect our business or the
businesses of our tenants or of Marketing or its parent. The consequences of
armed conflicts are unpredictable, and we may not be able to foresee events that
could have an adverse effect on our business. More generally, any of these
events could cause consumer confidence and spending to decrease or result in
increased volatility in the U.S. and worldwide financial markets and economy.
They also could be a factor resulting in, or a continuation of, an economic
recession in the U.S. or abroad. Any of these occurrences could have a
significant adverse impact on our operating results and revenues and may result
in volatility of the market price for our common stock.


Item 2. Properties

     The following table summarizes the geographic distribution of our
properties at December 31, 2004. The table also identifies the number and
location of properties we lease from third-parties and which Marketing leases
from us under the Marketing Leases.

<Table>
<Caption>
                   OWNED BY GETTY REALTY    LEASED BY GETTY REALTY
                   ---------------------    ----------------------       TOTAL       PERCENT
                   MARKETING      OTHER     MARKETING       OTHER      PROPERTIES    OF TOTAL
                   AS TENANT     TENANTS    AS TENANT      TENANTS     BY STATE     PROPERTIES
                   ---------     -------    ---------      -------     --------     ----------
<S>                <C>           <C>        <C>            <C>         <C>          <C>
New York                 232          15           94            3          344           32.9%
New Jersey               108           9           42            2          161           15.4
Massachusetts            130          --           26            1          157           15.0
Pennsylvania             111          10           17            2          140           13.4
Connecticut               59          27           20           11          117           11.2
New Hampshire             28          --            3           --           31            3.0
Virginia                   4           2           19           --           25            2.4
Maine                     17           1            3            1           22            2.1
Rhode Island              15           1            4           --           20            1.9
Delaware                  10           3            1           --           14            1.3
Maryland                   4           2            1           --            7            0.7
Florida                   --           6           --           --            6            0.6
Vermont                    1          --           --           --            1            0.1
                       -----        ----        -----         ----        -----          -----
       Total             719(1)       76          230(2)        20        1,045          100.0%
                       =====        ====        =====         ====        =====          =====
</Table>

(1) Includes seven terminal properties owned in New York, New Jersey,
    Connecticut and Rhode Island.

(2) Includes three terminal properties leased in New York.


    The properties that we lease have a remaining lease term, including renewal
option terms, averaging over twelve years. The following table sets forth
information regarding lease expirations, including renewal and extension option
terms, for properties that we lease from third parties:

<Table>
<Caption>
                                  PERCENT
                   NUMBER OF      OF TOTAL    PERCENT OF
                    LEASES         LEASED       TOTAL
CALENDAR YEAR      EXPIRING      PROPERTIES   PROPERTIES
- -------------      --------      ----------   ----------
<S>                <C>           <C>
         2005              6          2.4         1.0
         2006             15          6.0         1.3
         2007             16          6.4         1.4
         2008             12          4.8         1.1
         2009             20          8.0         1.9
                       -----        -----      ------
     Subtotal             69         27.6         6.7
                       -----        -----      ------
   Thereafter            181         72.4        17.3
                       -----        -----      ------
        Total            250        100.0%       24.0%
                       =====        =====      ======
</Table>


                                      -11-
<PAGE>

     We have rights-of-first refusal to purchase or lease one hundred
ninety-eight of the properties we lease. Although there can be no assurance
regarding any particular property, historically we generally have been
successful in renewing or entering into new leases when lease terms expire.
Approximately 67% of our leased properties are subject to automatic renewal or
extension options.

     In the opinion of our management, our relationships with our landlords are
good and our owned and leased properties are adequately covered by casualty and
liability insurance. In addition, we require our tenants to provide insurance
for all properties they lease from us, including casualty, liability, fire and
extended coverage in amounts and on other terms satisfactory to us. Currently,
we have no plans for material improvements to any of our properties. However,
our tenants frequently make improvements to the properties leased from us at
their expense.

     Three of our owned retail motor fuel and convenience store properties, with
a net book value of approximately $1.9 million at December 31, 2004, are secured
by mortgages with an aggregate principal balance of approximately $0.5 million
at a weighted average interest rate of 5.7% per annum. No other material
mortgages, liens or encumbrances exist on our properties.

     We lease nine hundred thirty-nine retail motor fuel and convenience store
properties and our ten petroleum distribution terminals to Marketing under the
Marketing Leases. The Master Lease is a unitary lease and has an initial term
expiring in 2015, and generally provides Marketing with three renewal options of
ten years each and a final renewal option of three years and ten months
extending to 2049. Each of the renewal options may be exercised only on an "all
or nothing" basis. The Marketing Leases are "triple-net" leases, under which
Marketing is responsible for the payment of taxes, maintenance, repair,
insurance and other operating expenses.

     If Marketing fails to pay rent, taxes or insurance premiums when due under
the Marketing Leases, and the failure is not cured by Marketing within a
specified time after receipt of notice, we have the right to terminate the
Marketing Leases and to exercise other customary remedies against Marketing. If
Marketing fails to comply with any other obligation under the Marketing Leases
after notice and opportunity to cure, we do not have the right to terminate the
Marketing Leases. Alternatively, our available remedies under the Marketing
Leases are to seek to obtain an injunction or other equitable relief requiring
Marketing to comply with its obligations under the Marketing Leases and to
recover damages from Marketing resulting from the failure.

     If any lease we have with a third-party landlord for properties that we
lease to Marketing is terminated as a result of our default and the default is
not caused by Marketing, we have agreed to indemnify Marketing for its losses
with respect to the termination. Where we lease a property from a third-party
landlord under a lease which is about to expire and does not contain options to
renew, we and Marketing each have a non-exclusive right to negotiate with that
third-party landlord, except at fifteen identified locations where Marketing has
the exclusive right to negotiate with the third-party landlord until six months
before the lease expires. We have also agreed that if we decide to sell any
property leased to Marketing under the Marketing Leases, we will first offer to
sell that property to Marketing pursuant to procedures set forth in the
Marketing Leases.

     We have also agreed to provide limited environmental indemnification,
capped at $4.25 million and expiring in 2010, to Marketing for certain
pre-existing conditions at six of the terminals we lease to Marketing. Under the
agreement, Marketing will pay the first $1.5 million of costs and expenses
incurred in connection with remediating any pre-existing terminal condition,
Marketing will share equally with us the next $8.5 million of those costs and
expenses and Marketing will pay all additional costs and expenses over $10.0
million. We have not accrued a liability in connection with this indemnification
agreement since it is uncertain that any significant amounts will be required to
be paid under the agreement. Under the Master Lease, we continue to have
additional ongoing environmental remediation obligations for two hundred
sixty-four scheduled sites and our agreements with Marketing provide that
Marketing otherwise remains liable for all environmental matters.


Item 3. Legal Proceedings

     In 1988 and 1989, we were named as defendants in three separate lawsuits by
multiple owners of adjacent properties seeking compensatory and punitive damages
for personal injury and property damages having common allegations that a leak
of an underground gasoline storage tank occurred in November 1985, at one of our
retail


                                      -12-
<PAGE>

motor fuel properties. Although the first action was dismissed in January 1992
and the second action was dismissed in 1995, there is a possibility that the
remaining defendants in this action, in the future, may assert claims against us
for contribution or indemnity. We are not aware that any such claims have been
asserted. The third action is still pending in New York Supreme Court, Suffolk
County, remains in the pleadings stage and has remained dormant for more than
ten years. We have been advised that these plaintiffs no longer will assert
claims for personal injuries, and that the property has been sold. If this
litigation resumes, we will assert third-party claims against the party we
believe is responsible for the contamination.

     In 1991, the State of New York brought an action in the New York State
Supreme Court in Albany against our former heating oil subsidiary seeking
reimbursement for cleanup costs claimed to have been incurred at a retail motor
fuel property in connection with a gasoline release. The State also is seeking
penalties plus interest. Although there has been no activity in this proceeding
in the past several years, in January 2002, we received a letter from the
State's attorney indicating that the State intends to continue prosecuting the
action. To date, we are not aware that the State has taken any additional
actions in connection with this claim.

     In 1995, Pennsauken Solid Waste Management Authority, its
successor-in-interest, the Pollution Control Financing Authority of Camden
County and the Township of Pennsauken, New Jersey commenced an action for
unspecified amounts against certain defendants for all costs and damages claimed
to have been incurred for the remediation of the Pennsauken Sanitary Landfill.
The claims against us were settled in November 2003, in exchange for a payment
of $5,000 made in June 2004.

     In 1997, the State of Rhode Island commenced an action against us to
recover damages resulting from an accident which occurred in March 1994,
regarding an oil tanker truck which tipped over and exploded in Providence, RI.
The State alleged damages to the highway area as well as the surrounding area
and nearby overpass. The case was dismissed in June 2004.

     In 1997, an action was commenced in New York Supreme Court in Schenectady,
naming us as defendants, and seeking to recover monetary damages for personal
injuries allegedly suffered from the release of petroleum and vapors from one of
our retail motor fuel properties. This action has not been pursued by the
Plaintiff for more than six years.

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

     In December 1998, the New York State Department of Environmental
Conservation filed an administrative complaint against us for civil penalties
for alleged groundwater contamination and gasoline migration into a building
basement in April 1997. In January 1999, an action was commenced in United
States District Court (SDNY) by the owner of the property, seeking compensatory
and punitive damages. We are vigorously defending the private claims of
liability. In September 2004, our motion for summary judgment was granted as to
all claims other than plaintiff's claim for compensatory damages resulting from
an alleged diminution in property value.

     In June 1999, a case was commenced in New York Supreme Court in Nassau
County against Marketing. The plaintiff is seeking monetary damages and alleges
that he contracted acute myelogenous leukemia (AML) as a result of exposure to
benzene-containing gasoline, between 1992 and 1998, when he worked periodically
at an independently owned and operated retail motor fuel property which we
supplied with gasoline. The plaintiff brought another case against Mobil Oil
Corporation and Island Transportation Corp. alleging that he worked at another
retail motor fuel property at which Mobil gasoline was sold and that his AML was
caused by his exposure to that gasoline as well. The cases have been
consolidated. We are not named in the cases. However, we are indemnifying
Marketing pursuant to written agreements.


                                      -13-
<PAGE>

     In September 1999, we brought a case against one of our tenants in the
United States District Court, District of New Jersey, seeking the return of the
property we leased to them and the cleanup of all contamination caused by them.
Our tenant filed a counterclaim alleging that all or part of the contamination
was attributable to contamination from underground storage tanks for which we
were responsible. A trial is expected to be scheduled in the first half of 2005.

     In July 1999, the New Jersey Department of Environmental Protection
("NJDEP") issued a Directive and Notice to Insurers to several parties,
including the Company regarding environmental contamination at a retail motor
fuel property located in New Jersey. We signed an Administrative Consent Order
and settlement agreement with our insurers in December 2003 that required the
insurers to pay the State, under a reservation of rights, for past costs and
take over responsibility for the completion of the remediation. The settlement
agreement required us to pay $70,000 to the State and $15,000 toward the
settlement that the insurers reach with the State regarding natural resource
damages. These payments were made in May 2004.

     In August 2000, the State of New York commenced an action against us in the
New York State Supreme Court in Albany County, seeking reimbursement of costs
claimed to have been incurred to clean up a gasoline release that occurred in
1987. The matter was settled in June 2004, in exchange for a payment of
$580,000, made in July 2004.

     In February 2002, the owner of a retail motor fuel property in Wareham,
Massachusetts commenced an action in the Plymouth Superior Court against us and
a former tenant at the property to recover cleanup costs and other incidental
damages. The matter was settled in December 2004 in exchange for a payment of
$125,000 that we will share equally with our co-defendant. The payment is
expected to be made in 2005.

     In September 2002, a suit was brought against us in the United States
District Court for the Eastern District of New York to recover legal fees
incurred in connection with a pending Rhode Island litigation, based on a
Guarantee and Indemnity Agreement. In January, 2002, we filed a counterclaim
against the plaintiff in that earlier suit for recovery of our legal fees
pursuant to a 1985 Settlement Agreement. Discovery has been completed, summary
judgment motions were filed by both parties in the third quarter of 2004, and
heard in November 2004. No decision on the motions has been rendered to date.

     In December 2002, the State of New York commenced an action in New York
Supreme Court in Albany County against us and Marketing to recover costs claimed
to have been expended by the State to investigate and remediate a petroleum
release into the Ossining River commencing approximately in 1996. We are
indemnifying Marketing and have filed a claim against a potentially responsible
party who is upstream.

     In January 2003, a claim was brought against us in New York Supreme Court
in Westchester County, alleging that we owe the Plaintiff rent in consideration
for access to his property to continue on-going remediation of contamination
allegedly due to spills at the property, formerly supplied by us with gasoline.
The case is in its early stages.

     In February 2003, a case was filed against us, Marketing and others by the
owners of an adjacent property in the Pennsylvania Court of Common Pleas in
Lancaster County, asserting claims relating to a discharge of gasoline allegedly
emanating from our property. The complaint states that the plaintiffs first
became aware of a problem upon detecting gasoline vapors in their basement in
1996, yet did not file suit until February 28, 2003. The case is in its early
stages.

     In April 2003, we were named in a class action, filed in New York Supreme
Court in Dutchess County, NY, arising out of alleged contamination of ground
water with methyl tertiary butyl ether (a fuel derived from methanol, which we
refer to as MTBE). We served an answer that denied liability and asserted
numerous affirmative defenses. The plaintiffs have not responded to our demands
and there has not been any activity in the case for a considerable period.

     In April 2003, we received a Request for Reimbursement from the State of
Maine Department of Environmental Protection seeking reimbursement of costs
claimed to have been incurred by them in connection with the remediation of
contamination claimed to have originated at a former retail motor fuel property
supplied by us with gasoline in 1988. We discovered evidence that indicates that
the contamination may not have originated from that


                                      -14-
<PAGE>

property and submitted a written response to the Request for Reimbursement,
denying liability for the claim. In September 2004, we received a response from
the Office of the Attorney General for the State of Maine rejecting our
evidence. The matter was settled in January 2005 in exchange for a payment of
$600,000 which was accrued for as of December 31, 2004 and is expected to be
made in the first quarter of 2005.

     In July 2003, we were notified by the State of Rhode Island Department of
Environmental Management of their Notice to Enforce compliance with a Letter of
Responsibility issued by the Department in connection with a suspected petroleum
release at a property that abuts property owned by us and leased to Marketing.
We responded to the State's Notice in August 2003. Marketing is obligated to
defend the matter and indemnify us pursuant to the Master Lease.

     In July 2003, we received a Request for Reimbursement from the State of
Maine Department of Environmental Protection seeking reimbursement of costs
claimed to have been incurred by them in connection with the remediation of
contamination found at a retail motor fuel property, purportedly linked to
numerous gasoline spills in the late 1980's. We have discovered substantial
evidence that links the contamination to gasoline releases of another company
who has operated at the property since we discontinued our operations at the
property and are in the process of finalizing our response to the Request for
Reimbursement that will deny liability for the claim.

     In September 2003, we were notified by the State of New Jersey Department
of Environmental Protection (the "DEP") that we are one of approximately sixty
potentially responsible parties for natural resources damages resulting from
discharges of hazardous substances into the Lower Passaic River. The definitive
list of potentially responsible parties and their actual responsibility for the
alleged damages, the aggregate cost to remediate the Lower Passaic River, the
amount of natural resource damages and the method of allocating such amounts
among the potentially responsible parties have not been determined. In September
2004, we received a General Notice Letter from the US EPA (the "EPA Notice"),
advising us that we may be a potentially responsible party for costs of
remediating certain conditions resulting from discharges of hazardous substances
into the Lower Passaic River. ChevronTexaco received the same EPA Notice
regarding those same conditions. We believe that ChevronTexaco is obligated to
indemnify us, pursuant to an indemnification agreement, regarding the conditions
at the property identified by the DEP and the EPA and that accordingly, our
ultimate legal and financial liability, if any, cannot be estimated with any
certainty at this time.

     In September 2003, we were notified by the State of New Jersey Department
of Environmental Protection that we may be responsible for damages to natural
resources ("NRD") by reason of a petroleum release, more than fifteen years ago,
at a retail motor fuel property formerly operated by us in Egg Harbor, NJ. We
have been actively remediating the resulting contamination at the property in
accordance with a plan approved by the State. In addition, we have responded to
the notice and met with the Department to determine whether, and to what extent,
we may be responsible for NRD regarding this property and our other properties
formerly supplied by us with gasoline in New Jersey. The State's right to pursue
NRD, the viability of defenses to NRD, generally, and the State's method for
calculating NRD are subject to ongoing litigation in the State. We are not a
party to such litigation. However, the outcome of that litigation likely will
affect the State's claim against us for NRD with regard to this property and,
generally, our other properties in New Jersey.

     In October 2003, an action was commenced in New York Supreme Court in
Nassau County seeking money damages against us arising out of a petroleum
release that occurred prior to 1985, at a property in Valley Stream, NY, which
was later supplied by us with gasoline. We have denied responsibility and are
defending this matter. The case is in its initial stages.

     From October 2003 through February 2004 we were made a party to thirty-six
cases, and one additional case in the fourth quarter of 2004, in Connecticut,
Florida, Massachusetts, New Hampshire, New Jersey, New York, Vermont, Virginia,
and West Virginia, brought by local water providers or governmental agencies.
These cases allege various theories of liability due to contamination of
groundwater with MTBE as the basis for claims seeking compensatory and punitive
damages. Each case names as defendants approximately fifty petroleum refiners,
manufacturers, distributors and retailers of MTBE, or gasoline containing MTBE.
The accuracy of the allegations as they relate to us, our defenses to such
claims, the aggregate amount of damages, the definitive list of defendants and
the method of allocating such amounts among the defendants have not been
determined. Accordingly, our ultimate legal and financial liability, if any,
cannot be estimated with any certainty at this time.


                                      -15-
<PAGE>

     In November 2003, we received a demand from the State of New York for
reimbursement of cleanup and removal costs claimed to have been incurred by the
New York Environmental Protection and Spill Compensation Fund regarding
contamination it alleges emanated from one of our retail motor fuel properties
in 1997. We have responded to the State's demand and have denied responsibility
for reimbursement of such costs, as being attributable to contamination that
emanated from other properties owned and operated by others. In September 2004,
the State of New York commenced an action against us and others in New York
Supreme Court in Albany County seeking recovery of such costs. The case is in
its initial stages.

     In November 2003, an action was commenced in New York Supreme Court in
Westchester County seeking money damages against us arising out of a petroleum
release in 1996 at a former retail motor fuel property of ours. Our defense is
being conducted by the company that sold us the property, and they have agreed
to fully indemnify us pursuant to the purchase agreement, which calls for
indemnification for environmental matters of this kind.


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

     No matter was submitted to a vote of security holders during the three
months ended December 31, 2004.


                                      -16-
<PAGE>


                                     PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities

     Information in response to this item is incorporated herein by reference to
information under the headings "Capital Stock" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Subsequent Events"
in our Annual Report to Shareholders.


Item 6. Selected Financial Data

     Information in response to this item is incorporated herein by reference to
information under the heading "Selected Financial Data" in our Annual Report to
Shareholders.


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

     Information in response to this item is incorporated herein by reference to
information under the heading "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report to Shareholders.


Item 7A. Quantitative and Qualitative Disclosures about Market Risk

     We do not use derivative financial or commodity instruments for trading,
speculative or any other purpose. We had no outstanding derivative instruments
as of December 31, 2004 or December 31, 2003 or at any time during the years
then ended. We do not have any foreign operations, and are therefore not exposed
to foreign currency exchange rate risks.

     We are exposed to interest rate risks, primarily as a result of our line of
credit with JPMorgan Chase Bank. We manage our exposure to this risk by
minimizing, to the extent feasible, our overall borrowing and monitoring
available financing alternatives. Our interest rate risk has changed due to
increased average outstanding borrowings under the line as compared to December
31, 2003, but we do not foresee any significant changes in our exposure or in
how we manage this exposure in the near future. We use borrowings under the line
of credit, which expires in June 2005, to finance acquisitions and for general
corporate purposes. We had no borrowings against the line of credit prior to
November 2004. Our line of credit bears interest at the prime rate or, at our
option, LIBOR plus 1.25%. At December 31, 2004 we had total borrowings of $24.0
million under our line of credit, and had not entered into any instruments to
hedge our resulting exposure to interest-rate risk.

     Based on our average outstanding borrowings under the line of credit of
$11.5 million, and assuming $30.0 million of additional borrowings required to
finance a pending acquisition on March 31, 2005 (see "Subsequent Events" in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations"), if market interest rates for 2005 increase by an average of 0.5%
more than the average interest rate for the last two months of 2004, the
additional annualized interest expense would decrease 2005 net income and cash
flows by $0.8 million attributable to increased borrowings and an additional
$0.2 million attributable to higher interest rates. These amounts were
determined by calculating the effect of a hypothetical interest rate on our line
of credit borrowings and assumes that the average outstanding borrowings during
the three month period from November 2004 through January 2005 is indicative of
our future average borrowings for 2005 before considering additional borrowings
required for acquisitions. The calculation also assumes that there are no other
changes in our financial structure or the terms of our borrowings. Management
believes that the fair value of the debt equals its carrying value at December
31, 2004 and 2003. Our exposure to fluctuations in interest rates will increase
or decrease in the future with increases or decreases in the outstanding amount
under our line of credit.

     In order to minimize our exposure to credit risk associated with financial
instruments, we place our temporary cash investments with high-credit-quality
institutions. Temporary cash investments are held in an institutional money
market fund and short-term federal agency discount notes.


                                      -17-
<PAGE>

Item 8. Financial Statements and Supplementary Data

     Information in response to this item is incorporated herein by reference to
the financial statements and supplementary financial information in our Annual
Report to Shareholders.


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

    None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

     The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the Commission's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

     As required by SEC Rule 13a-15(b), the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and the Company's Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this Annual Report on Form 10-K. Based on the foregoing, the Company's Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective at the reasonable assurance
level.

Management's Report on Internal Control Over Financial Reporting

     Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f). Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
we conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on our assessment under the framework in Internal Control -
Integrated Framework, our management concluded that our internal control over
financial reporting was effective as of December 31, 2004.

     PricewaterhouseCoopers LLP, our independent registered public accounting
firm which audited the financial statements included in this Annual Report on
Form 10-K, has issued an attestation report on management's assessment of our
internal control over financial reporting which is included herein.

     There have been no changes in the Company's internal control over financial
reporting during the latest fiscal quarter that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.

Item 9B. Other Information

     None.


                                      -18-
<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

     Information with respect to compliance with Section 16(a) of the Securities
Exchange Act of 1934 is incorporated herein by reference to information under
the heading "Section 16(a) Beneficial Ownership Reporting Compliance" in the
Proxy Statement. Information with respect to directors in response to this item
is incorporated herein by reference to information under the headings "Election
of Directors" and "Directors' Meetings, Committees and Executive Officers" in
the Proxy Statement. The following table lists our executive officers, their
respective ages, and the offices and positions held.

<Table>
<Caption>
       NAME            AGE                   POSITION                             OFFICER SINCE
       ----            ---                   --------                             -------------
<S>                    <C>  <C>                                                   <C>
Leo Liebowitz           77  Chairman and Chief Executive Officer                       1971
Andrew M. Smith         52  President and Secretary                                    2003
Kevin C. Shea           45  Executive Vice President                                   2001
Thomas J. Stirnweis     46  Vice President, Treasurer and Chief Financial Officer      2001
</Table>


     Mr. Liebowitz has been Chief Executive Officer of Getty since 1985. He was
the President of Getty from May 1971 to May 2004. Mr. Liebowitz served as
Chairman, Chief Executive Officer and a director of Getty Petroleum Marketing
Inc. from October 1996 until December 2000. He is also a director of the
Regional Banking Advisory Board of J.P. Morgan Chase & Co.

     Mr. Smith has been with Getty since 2003 and has served as President and
Secretary since May 2004 and was Vice President, General Counsel and Corporate
Secretary since December 2003. Prior thereto, he was General Counsel and
Corporate Secretary. Prior to joining Getty, he was in private law practice from
1999 to 2003. From 1997 to 1999 he served as the Vice President of Real Estate,
General Counsel and Secretary of Discovery Zone, Inc., an international
site-based children's entertainment company that commenced a Chapter 11
proceeding in April 1999. From 1995 to 1996, Mr. Smith was Vice President of
Operations of Influence, Inc., a medical device developer and manufacturer. From
1986 to 1994, Mr. Smith was a partner in the real estate practice of Weil,
Gotshal & Manges LLP, an international law firm.

     Mr. Shea has been with Getty since 1984 and has served as Executive Vice
President since May 2004 and was Vice President since January 2001. Prior
thereto, he was Director of National Real Estate Development.

     Mr. Stirnweis joined Getty in January 2001 as Corporate Controller and
Treasurer and has served as Vice President, Treasurer and Chief Financial
Officer since May 2003. Prior to joining Getty, he was Manager of Financial
Reporting and Analysis of Getty Petroleum Marketing Inc., where he provided
services to Getty under a services agreement since the spin-off of Marketing in
March 1997. Prior thereto, he held the same position at Getty since November
1988.

     Management is not aware of any family relationships between any of its
directors or executive officers.

     The Getty Realty Corp. Business Conduct Guidelines ("Code of Ethics"),
which applies to all employees, including our chief executive officer and chief
financial officer, is available on our website at www.gettyrealty.com.


Item 11. Executive Compensation

     Information in response to this item is incorporated herein by reference to
information under the headings "Directors' Meetings, Committees and Executive
Officers", "Compensation" through "Report of the Compensation Committee" and
"Stock Performance Graph" in the Proxy Statement.


Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

     Information in response to this item is incorporated herein by reference to
information under the heading "Beneficial Ownership of Capital Stock" and
"Equity Compensation Plan Information" in the Proxy Statement.


                                      -19-
<PAGE>

Item 13. Certain Relationships and Related Transactions

     None.


Item 14. Principal Accountant Fees and Services

     Information in response to this item is incorporated herein by reference to
information under the heading "Ratification of Appointment of Independent
Registered Public Accounting Firm" in the Proxy Statement.



                                      -20-
<PAGE>
                                     PART IV

Item 15. Exhibits and Financial Statement Schedules

     (a) 1. Financial Statements

     The financial statements listed in the Index to Financial Statements and
     Financial Statement Schedules on page 22 are incorporated herein by
     reference to the 2004 Annual Report to Shareholders as part of this Annual
     Report on Form 10-K.

     2. Financial Statement Schedules

     The financial statement schedules listed in the Index to Financial
     Statements and Financial Statement Schedules on page 22 are filed as part
     of this Annual Report on Form 10-K.

     3. Exhibits

     The exhibits listed in the Exhibit Index are filed (or furnished, as
applicable) as part of this Annual Report on Form 10-K.



                                      -21-
<PAGE>


              GETTY REALTY CORP. INDEX TO FINANCIAL STATEMENTS AND
               FINANCIAL STATEMENT SCHEDULES COVERED BY REPORT OF
                 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                                Items 15(a) 1 & 2

<Table>
<Caption>
                                                                                                  REFERENCE
                                                                                         ---------------------------
                                                                                         2004 ANNUAL    2004 ANNUAL
                                                                                          REPORT ON      REPORT TO
                                                                                          FORM 10-K     SHAREHOLDERS
                                                                                           (PAGES)         (PAGES)
                                                                                         -----------    ------------
<S>                                                                                      <C>            <C>
Data incorporated by reference from attached 2004 Annual Report to Shareholders
of Getty Realty Corp.
Report of Independent Registered Public Accounting Firm                                                       35
Consolidated Statements of Operations for the years ended December 31, 2004,                                  21
2003 and 2002
Consolidated Balance Sheets as of December 31, 2004 and 2003                                                  22
Consolidated Statements of Cash Flows for the years ended December 31, 2004,                                  23
2003 and 2002
Notes to Consolidated Financial Statements                                                                  24- 34
Report of Independent Registered Public Accounting Firm-Financial Statement Schedules         23
Schedule II - Valuation and Qualifying Accounts and Reserves for the years                    24
ended December 31, 2004, 2003 and 2002
Schedule III - Real Estate and Accumulated Depreciation and Amortization                     25-42
</Table>

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

     The financial statements listed in the above index which are included in
the 2004 Annual Report to Shareholders are hereby incorporated by reference.

                                      -22-
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                        ON FINANCIAL STATEMENT SCHEDULES

To the Board of Directors of Getty Realty Corp.:

Our audits of the consolidated financial statements, of management's assessment
of the effectiveness of internal control over financial reporting and of the
effectiveness of internal control over financial reporting referred to in
our report dated March 11, 2005 appearing in the 2004 Annual Report to
Shareholders of Getty Realty Corp. (which report, consolidated financial
statements and assessment are incorporated by reference in this Annual Report on
Form 10-K) also included an audit of the financial statement schedules listed in
Item 15(a)(2) of this Form 10-K. In our opinion, these financial statement
schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.

/s/ PricewaterhouseCoopers LLP

New York, New York March 11, 2005


                                      -23-
<PAGE>


                       GETTY REALTY CORP. and SUBSIDIARIES
          SCHEDULE II -- VALUATION and QUALIFYING ACCOUNTS and RESERVES
              for the years ended December 31, 2004, 2003 and 2002
                                 (in thousands)

<Table>
<Caption>
                                  BALANCE AT                             BALANCE
                                  BEGINNING                               AT END
                                  OF PERIOD    ADDITIONS   DEDUCTIONS   OF PERIOD
                                  ----------   ---------   ----------   ---------
<S>                               <C>          <C>         <C>          <C>
December 31, 2004:
Allowance for mortgages and
 accounts receivable              $      355   $      --   $      350   $       5
Allowance for recoveries from
 state underground storage
 tank funds                       $      580   $     330   $       --   $     910
December 31, 2003:
Allowance for mortgages and
 accounts receivable              $      278   $     116   $       39   $     355
Allowance for recoveries from
 state underground storage
 tank funds                       $      500   $      80   $       --   $     580
December 31, 2002:
Allowance for mortgages and
 accounts receivable              $      115   $     227   $       64   $     278
Allowance for recoveries from
 state underground storage
 tank funds                       $       --   $     500   $       --   $     500
</Table>


                                      -24-
<PAGE>


                       GETTY REALTY CORP. and SUBSIDIARIES
    SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION
              for the years ended December 31, 2004, 2003 and 2002
                                 (in thousands)


The summarized changes in real estate assets and accumulated depreciation are as
follows:

<Table>
<Caption>
                                                  2004           2003           2002
                                               ---------      ---------      ---------
<S>                                            <C>            <C>            <C>
Investment in real estate:
Balance at beginning of period                 $ 318,222      $ 308,054      $ 311,352
  Acquisitions                                    29,812         14,186          2,735
  Capital expenditures                               756             80             86
  Sales and condemnations                         (1,131)        (2,960)        (3,287)
  Lease terminations                              (1,069)        (1,138)        (2,832)
                                               ---------      ---------      ---------
Balance at end of period                       $ 346,590      $ 318,222      $ 308,054
                                               =========      =========      =========

Accumulated depreciation and amortization:
Balance at beginning of period                 $ 100,488      $  93,986      $  89,242
  Depreciation and amortization expense            7,490          8,411          9,016
  Sales and condemnations                           (446)          (771)        (1,440)
  Lease terminations                              (1,069)        (1,138)        (2,832)
                                               ---------      ---------      ---------
Balance at end of period                       $ 106,463      $ 100,488      $  93,986
                                               =========      =========      =========
</Table>

     Three of our owned retail motor fuel and convenience store properties,
indicated by an asterisk(*) in the table below, with a net book value of
approximately $1.9 million as of December 31, 2004 are secured by mortgages with
an aggregate principal balance of approximately $0.5 million at a weighted
average interest rate of 5.7% per annum. No other material mortgages, liens or
encumbrances exist on our properties.

<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
BROOKLYN, NY                       $282,104       $301,052     $176,292      $406,864      $583,156     $320,907          1967
JAMAICA, NY                          12,000        295,750       12,000       295,750       307,750      140,622          1970
REGO PARK, NY                        33,745        281,380       23,000       292,125       315,125      183,473          1974
BROOKLYN, NY                         74,808        125,120       30,694       169,234       199,928      160,759          1967
BRONX, NY                            60,000        353,955       60,800       353,155       413,955      220,197          1965
CORONA, NY                          114,247        300,172      112,800       301,619       414,419      155,542          1965
</Table>



                                      -25-
<PAGE>

<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
BRONX, NY                           124,600        251,284      124,600       251,284       375,884      204,610          1965
OCEANSIDE, NY                        40,378        169,929       40,000       170,307       210,307      118,065          1970
BLUEPOINT, NY                        96,163        118,524       96,068       118,619       214,687      103,317          1972
BRENTWOOD, NY                       253,058         84,485      125,000       212,543       337,543      173,913          1968
BAY SHORE, NY                        47,685        289,972                    337,657       337,657      333,187          1969
EAST ISLIP, NY                       88,953         53,222       87,337        54,838       142,175       52,990          1972
ALBERTSON, NY                        41,023        114,970       40,000       115,993       155,993      112,755          1969
YONKERS, NY                                        149,005                    149,005       149,005      146,504          1970
OSSINING, NY                         70,557         83,939       43,357       111,139       154,496      102,137          1977
PELHAM MANOR, NY                    127,304         85,087       75,800       136,591       212,391      109,766          1972
VALLEY COTTAGE, NY                   63,145         90,284       63,945        89,484       153,429       82,230          1965
BRONX, NY                                          293,507                    293,507       293,507      149,603          1972
YONKERS, NY                                        132,045                    132,045       132,045       98,060          1971
BROOKLYN, NY                                       365,767                    365,767       365,767      254,454          1970
MAHOPAC, NY                          35,000         97,700       35,000        97,700       132,700       74,757          1968
POUGHKEEPSIE, NY                     16,206        121,597        9,400       128,403       137,803      128,403          1971
POUGHKEEPSIE, NY                     32,885        168,354       35,904       165,335       201,239      148,624          1971
CARMEL, NY                           20,419        158,943       20,750       158,612       179,362      149,603          1970
KINGSTON, NY                         68,341        115,961       44,379       139,923       184,302      133,264          1971
WAPPINGERS FALLS, NY                114,185        159,162      111,785       161,562       273,347      141,106          1971
STONY POINT, NY                      59,329        203,448       55,800       206,977       262,777      188,906          1971
KINGSTON, NY                         29,010        159,986       12,721       176,275       188,996      158,630          1972
POUGHKEEPSIE, NY                     63,030        158,415       26,226       195,219       221,445      192,983          1972
LAGRANGEVILLE, NY                   129,133        101,140       64,626       165,647       230,273      160,371          1972
BRONX, NY                           128,419        221,197      100,681       248,935       349,616      152,767          1972
RAHWAY, NJ                          102,640         65,483       61,566       106,557       168,123       96,364          1972
STATEN ISLAND, NY                    40,598        256,262       26,050       270,810       296,860      147,396          1973
BRONX, NY                           141,322        141,909       86,800       196,431       283,231      163,126          1972
NEW YORK, NY                        125,923        168,772       78,125       216,570       294,695      200,341          1972
JAMAICA, NY                          95,713         59,943       68,400        87,256       155,656       76,940          1972
MIDDLE VILLAGE, NY                  130,684         73,741       89,960       114,465       204,425       98,273          1972
LONG ISLAND CITY, NY                 90,895         91,386       60,030       122,251       182,281      101,955          1972
BROOKLYN, NY                        100,000        254,503       66,890       287,613       354,503      193,047          1972
ROCKAWAY BEACH, NY                  110,676         51,519       79,200        82,995       162,195       78,651          1972
BROOKLYN, NY                        135,693         91,946      100,035       127,604       227,639       92,017          1972
BROOKLYN, NY                        147,795        228,379      103,815       272,359       376,174      194,874          1972
STATEN ISLAND, NY                   101,033        371,591       75,650       396,974       472,624      196,696          1972
STATEN ISLAND, NY                    25,000        351,829                    376,829       376,829      199,246          1972
BRONX, NY                           543,833        693,438      473,695       763,576     1,237,271      717,996          1970
BRONX, NY                            98,234         54,956       53,234        99,956       153,190       95,595          1975
BRONX, NY                            90,176        183,197       40,176       233,197       273,373      172,420          1976
BRONX, NY                            82,141        106,173       32,941       155,373       188,314      132,882          1972
BRONX, NY                            92,207        120,758       47,207       165,758       212,965      120,805          1972
BRONX, NY                           105,176         70,736       40,176       135,736       175,912      104,005          1968
BRONX, NY                            45,044        196,956       10,044       231,956       242,000      173,142          1976
BRONX, NY                           128,049        315,917       83,849       360,117       443,966      191,492          1972
BRONX, NY                           130,396        184,222       90,396       224,222       314,618      173,303          1972
BRONX, NY                           118,025        290,298       73,025       335,298       408,323      223,258          1972
BRONX, NY                            70,132        322,265       30,132       362,265       392,397      208,808          1972
BRONX, NY                            78,168        450,267       65,680       462,755       528,435      258,999          1972
</Table>


                                      -26-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
BRONX, NY                            69,150        300,279       34,150       335,279       369,429      188,744          1972
YONKERS, NY                         291,348        170,478      216,348       245,478       461,826      193,734          1972
SLEEPY HOLLOW, NY                   280,825        102,486      129,744       253,567       383,311      236,103          1969
OLD BRIDGE, NJ                       85,617        109,980       56,190       139,407       195,597      131,375          1972
BREWSTER, NY                        117,603         78,076       72,403       123,276       195,679      107,104          1972
FLUSHING, NY                        118,309        280,435       78,309       320,435       398,744      169,218          1973
VALLEY COTTAGE, NY                   68,997         87,862       69,797        87,062       156,859       74,603          1972
BRONX, NY                                          278,517                    278,517       278,517      161,045          1976
STATEN ISLAND, NY                   173,667        133,198      113,369       193,496       306,865      156,550          1976
BRIARCLIFF MANOR, NY(*)             652,213        103,753      501,687       254,279       755,966      180,430          1976
BRONX, NY                            62,554         84,672       44,290       102,936       147,226       88,928          1976
BRONX, NY                            84,268         81,701       56,285       109,684       165,969       87,937          1976
BRONX, NY                            95,328        102,639       73,750       124,217       197,967      104,266          1976
BRONX, NY                            88,865        193,679       63,315       219,229       282,544      206,793          1976
BROOKLYN, NY                         89,338         44,937       60,725        73,550       134,275       64,645          1976
NEW YORK, NY                        106,363        103,035       79,275       130,123       209,398      115,562          1976
NEW YORK, NY                         85,037         76,357       58,286       103,108       161,394       90,064          1976
NEW YORK, NY                        146,159        407,286       43,461       509,984       553,445      298,166          1976
GLENDALE, NY                        124,438        287,907       86,160       326,185       412,345      216,131          1976
OZONE PARK, NY                       57,289        331,799       44,715       344,373       389,088      229,373          1976
LONG ISLAND CITY, NY                106,592        151,819       73,260       185,151       258,411      126,202          1976
RIDGE, NY                           276,942         73,821      200,000       150,763       350,763       95,227          1977
SMITHTOWN, NY                        88,569         50,182       51,098        87,653       138,751       82,419          1977
LAKE RONKONKOMA, NY                                176,622                    176,622       176,622      152,998          1977
KEYPORT, NJ                          62,702         92,856       38,452       117,106       155,558      114,095          1977
NEW CITY, NY                        180,979        100,597      109,025       172,551       281,576      165,840          1978
W. HAVERSTRAW, NY                   194,181         38,141      140,000        92,322       232,322       69,596          1978
PIERMONT, NY                        151,125         31,470       90,675        91,920       182,595       91,920          1978
STATEN ISLAND, NY                                  301,713                    301,713       301,713      141,501          1978
BROOKLYN, NY                         61,699         79,175       36,527       104,347       140,874       74,635          1978
BROOKLYN, NY                         74,928        250,382       44,957       280,353       325,310      152,260          1978
WEST ISLIP, NY                       87,103         84,057       44,957       126,203       171,160      121,200          1978
RONKONKOMA, NY                       76,478        208,121       46,057       238,542       284,599      225,100          1978
STONY BROOK, NY                     175,921         44,529      105,000       115,450       220,450      108,677          1978
MILLER PLACE, NY                    110,000        103,160       66,000       147,160       213,160      133,125          1978
LAKE RONKONKOMA, NY                  87,097        156,576       51,000       192,673       243,673      179,464          1978
E. PATCHOGUE, NY                     57,049        210,390       34,213       233,226       267,439      224,515          1978
AMITYVILLE, NY                       70,246        139,953       42,148       168,051       210,199      168,051          1978
BETHPAGE, NY                        210,990         38,356      126,000       123,346       249,346      120,315          1978
HUNTINGTON STATION, NY              140,735         52,045       84,000       108,780       192,780      103,514          1978
BALDWIN, NY                         101,952        106,328       61,552       146,728       208,280       96,184          1978
ELMONT, NY                          388,848        114,933      231,000       272,781       503,781      217,743          1978
EDISON, NJ                           60,000         73,798       36,750        97,048       133,798       95,528          1978
NORTH BABYLON, NY                    91,888        117,066       59,059       149,895       208,954      136,415          1978
CENTRAL ISLIP, NY                   103,183        151,449       61,435       193,197       254,632      192,659          1978
WHITE PLAINS, NY                    120,393         67,315                    187,708       187,708      166,458          1979
WOODSIDE, NY                                       152,740                    152,740       152,740       85,472          1978
OZONE PARK, NY                                     217,234                    217,234       217,234      111,278          1978
BRONX, NY                                          145,753                    145,753       145,753      119,223          1979
STATEN ISLAND, NY                                  222,525                    222,525       222,525      106,511          1981
</Table>


                                      -27-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
BROOKLYN, NY                        116,328        232,254       75,000       273,582       348,582      138,081          1980
LONG ISLAND CITY, NY                191,420        390,783      116,554       465,649       582,203      239,513          1981
BAY SHORE, NY                       156,382        123,032       85,854       193,560       279,414      175,949          1981
N. WHITE PLAINS, NY                                154,131                    154,131       154,131      108,402          1983
BRIDGEPORT, CT                       58,956        106,709       24,000       141,665       165,665      126,545          1982
BRISTOL, CT                         108,808         81,684       44,000       146,492       190,492      135,503          1982
CROMWELL, CT                         70,017        183,119       24,000       229,136       253,136      228,347          1982
EAST HARTFORD, CT                   208,004         60,493       84,000       184,497       268,497      182,251          1982
FRANKLIN, CT                         50,904        168,470       20,232       199,142       219,374      195,715          1982
MANCHESTER, CT                       65,590        156,628       64,750       157,468       222,218      155,595          1982
MERIDEN, CT                         207,873         39,829       84,000       163,702       247,702      160,272          1982
NEW MILFORD, CT                     113,947        121,174                    235,121       235,121      225,967          1982
NORTH HAVEN, CT                      89,792         57,972                    147,764       147,764      141,905          1982
NORWALK, CT                         257,308        128,940      104,000       282,248       386,248      277,177          1982
NORWICH, CT                         107,632         50,507       44,000       114,139       158,139      113,149          1982
WAUREGAN, CT                         84,605         85,768       34,000       136,373       170,373      135,299          1982
SOUTHINGTON, CT                     115,750        158,561       70,750       203,561       274,311      201,848          1982
SOUTH WINDSOR, CT                    82,308         75,784       34,000       124,092       158,092      119,191          1982
STAFFORD SPRINGS, CT                 85,456         63,485       34,000       114,941       148,941      111,407          1982
TERRYVILLE, CT                      182,308         98,911       74,000       207,219       281,219      206,795          1982
TOLLAND, CT                         107,902        100,178       44,000       164,080       208,080      154,452          1982
WATERBURY, CT                       107,308         57,267       44,000       120,575       164,575      118,440          1982
WATERFORD, CT                        76,981        133,059                    210,040       210,040      188,108          1982
WEST HAVEN, CT                      185,138         48,619       74,000       159,757       233,757      155,578          1982
WOODBRIDGE, CT                       87,612        196,264                    283,876       283,876      265,863          1982
AGAWAM, MA                           65,000        120,665                    185,665       185,665      178,025          1982
GRANBY, MA                           58,804        232,477       24,000       267,281       291,281      152,633          1982
GREAT BARRINGTON, MA                 30,000        124,074        6,000       148,074       154,074      128,254          1982
HADLEY, MA                          123,196         68,748       40,000       151,944       191,944      142,602          1982
NORTH ADAMS, MA                      97,301         54,567       49,777       102,091       151,868       87,147          1982
NORTH ADAMS, MA                      97,126         57,922       40,000       115,048       155,048      109,046          1982
PITTSFIELD, MA                       97,153         87,874       40,000       145,027       185,027      141,519          1982
PITTSFIELD, MA                      123,167        118,273       50,000       191,440       241,440      184,008          1982
SOUTH HADLEY, MA                    232,445         54,351       90,000       196,796       286,796      185,914          1982
SPRINGFIELD, MA                     139,373        239,713       50,000       329,086       379,086      193,729          1983
SPRINGFIELD, MA                                    239,087                    239,087       239,087      140,918          1984
SPRINGFIELD, MA                     121,667         12,240       50,000        83,907       133,907       81,747          1982
SPRINGFIELD, MA                     122,787        105,706       50,000       178,493       228,493      173,595          1982
WESTFIELD, MA                       123,323         96,093       50,000       169,416       219,416      162,867          1982
OSSINING, NY                        140,992        104,761       97,527       148,226       245,753      133,869          1982
FREEHOLD, NJ                        494,275         68,507      402,834       159,948       562,782       71,410          1978
HOWELL, NJ                            9,750        174,857                    184,607       184,607      183,147          1978
LAKEWOOD, NJ                        135,000         77,265       75,000       137,265       212,265      122,641          1978
NORTH PLAINFIELD, NJ                227,190        239,709      175,000       291,899       466,899      268,074          1978
SOUTH AMBOY, NJ                     299,678         94,088      178,950       214,816       393,766      211,156          1978
ANDOVER, NJ                          81,368         83,049       37,997       126,420       164,417      121,396          1982
GLEN HEAD, NY                       234,395        192,295      102,645       324,045       426,690      322,613          1982
NEW ROCHELLE, NY                    188,932         34,649      103,932       119,649       223,581      116,560          1982
ELMONT, NY                          108,348         85,793       64,290       129,851       194,141       79,233          1982
TORRINGTON, CT                       96,842         46,156       65,000        77,998       142,998       60,203          1982
</Table>

                                      -28-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
NORTH BRANFORD, CT                  130,057         23,436       83,088        70,405       153,493       69,168          1982
MERIDEN, CT                         126,188        106,805       72,344       160,649       232,993      136,750          1982
PLAINVILLE, CT                       80,000        290,433                    370,433       370,433      264,079          1983
FRANKLIN SQUARE, NY                 152,572        121,756      137,315       137,013       274,328       75,404          1978
SEAFORD, NY                          32,000        157,665                    189,665       189,665      136,388          1978
BROOKLYN, NY                        276,831        376,706      168,423       485,114       653,537      274,193          1978
NEW HAVEN, CT                     1,469,710         56,420      955,320       570,810     1,526,130      199,778          1985
BRISTOL, CT                         359,906                                   359,906       359,906        5,999          2004
BRISTOL, CT                       1,594,129                   1,036,184       557,945     1,594,129        3,720          2004
BRISTOL, CT                         297,389                     193,303       104,086       297,389          694          2004
BRISTOL, CT                         365,028                     237,268       127,760       365,028          852          2004
COBALT, CT                          395,683                                   395,683       395,683        6,595          2004
DURHAM, CT                          993,909                                   993,909       993,909       16,565          2004
ELLINGTON, CT                     1,294,889                     841,678       453,211     1,294,889        3,021          2004
ENFIELD, CT                         259,881                                   259,881       259,881        5,096          2004
FARMINGTON, CT                      466,271                     303,076       163,195       466,271        1,088          2004
HARTFORD, CT                        664,966                     432,228       232,738       664,966        1,552          2004
HARTFORD, CT                        570,898                     371,084       199,814       570,898        1,332          2004
MERIDEN, CT                       1,531,772                     989,165       542,607     1,531,772        3,717          2004
MIDDLETOWN, CT                    1,038,592                     675,085       363,507     1,038,592        2,423          2004
NEW BRITAIN, CT                     390,497                     253,823       136,674       390,497          911          2004
NEWINGTON, CT                       953,512                     619,783       333,729       953,512        2,225          2004
NORTH HAVEN, CT                     405,389                     251,985       153,404       405,389        1,299          2004
PLAINVILLE, CT                      544,503                     353,927       190,576       544,503        1,271          2004
PLYMOUTH, CT                        930,885                     605,075       325,810       930,885        2,172          2004
SOUTH WINDHAM, CT                   644,141                     418,692       225,449       644,141        1,503          2004
SOUTH WINDSOR, CT                   544,857                     336,737       208,120       544,857        2,202          2004
SUFFIELD, CT                        237,401                                   237,401       237,401        5,652          2004
VERNON, CT                        1,434,223                                 1,434,223     1,434,223       23,904          2004
WALLINGFORD, CT                     550,553                     334,901       215,652       550,553        1,791          2004
WALLINGFORD, CT                     310,314                                   310,314       310,314        5,172          2004
WATERBURY, CT                       804,040                     516,387       287,653       804,040        2,100          2004
WATERBURY, CT                       515,172                     334,862       180,310       515,172        1,202          2004
WATERBURY, CT                       468,469                     304,505       163,964       468,469        1,093          2004
WATERTOWN, CT                       924,586                     566,986       357,600       924,586        3,778          2004
WETHERSFIELD, CT                    446,610                                   446,610       446,610        7,444          2004
WEST HAVEN, CT                    1,214,831                     789,640       425,191     1,214,831        2,835          2004
WESTBROOK, CT                       344,881                                   344,881       344,881        5,748          2004
WILLIMANTIC, CT                     716,782                     465,908       250,874       716,782        1,673          2004
WINDSOR, CT                       1,042,081                     669,804       372,277     1,042,081        6,205          2004
WINDSOR LOCKS, CT                 1,433,330                                 1,433,330     1,433,330       23,889          2004
WINDSOR LOCKS, CT                   360,664                                   360,664       360,664        2,405          2004
BLOOMFIELD, CT                      141,452         54,786       90,000       106,238       196,238       82,820          1986
SIMSBURY, CT                        317,704        144,637      206,700       255,641       462,341      137,296          1985
RIDGEFIELD, CT                      535,140         33,590      347,900       220,830       568,730       79,104          1985
BRIDGEPORT, CT                      349,500         56,209      227,600       178,109       405,709       82,372          1985
NORWALK, CT                         510,760        209,820      332,200       388,380       720,580      160,969          1985
BRIDGEPORT, CT                      313,400         20,303      204,100       129,603       333,703       46,935          1985
STAMFORD, CT                        506,860         15,635      329,700       192,795       522,495       61,537          1985
BRIDGEPORT, CT                      245,100         20,652      159,600       106,152       265,752       41,189          1985
</Table>

                                      -29-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
BRIDGEPORT, CT                      313,400         24,314      204,100       133,614       337,714       48,739          1985
BRIDGEPORT, CT                      377,600         83,549      245,900       215,249       461,149      118,479          1985
BRIDGEPORT, CT                      526,775         63,505      342,700       247,580       590,280      108,340          1985
BRIDGEPORT, CT                      338,415         27,786      219,800       146,401       366,201       55,666          1985
NEW HAVEN, CT                       538,400        176,230      350,600       364,030       714,630      226,712          1985
DARIEN, CT                          667,180         26,061      434,300       258,941       693,241       86,376          1985
WESTPORT, CT                        603,260         23,070      392,500       233,830       626,330       74,542          1985
STAMFORD, CT                        603,260        112,305      392,500       323,065       715,565      162,786          1985
STAMFORD, CT                        506,580         40,429      329,700       217,309       547,009       82,581          1985
GUILFORD, CT                        147,071         28,486       30,000       145,557       175,557       72,676          1993
STRATFORD, CT                       301,300         70,735      196,200       175,835       372,035       86,075          1985
STRATFORD, CT                       285,200         14,728      185,700       114,228       299,928       39,528          1985
CHESHIRE, CT                        490,200         19,050      319,200       190,050       509,250       64,916          1985
MILFORD, CT                         293,512         43,846      191,000       146,358       337,358       66,536          1985
FAIRFIELD, CT                       430,000         13,631      280,000       163,631       443,631       51,171          1985
MANCHESTER, CT                      110,441         27,535       50,441        87,535       137,976       79,312          1987
HARTFORD, CT                        233,000         32,563      151,700       113,863       265,563       49,215          1985
NEW HAVEN, CT                       217,000         23,889      141,300        99,589       240,889       41,944          1985
RIDGEFIELD, CT                      401,630         47,610      166,861       282,379       449,240      245,426          1985
BRIDGEPORT, CT                      346,442         16,990      230,000       133,432       363,432      106,256          1985
WILTON, CT                          518,881         71,425      337,500       252,806       590,306      108,509          1985
MIDDLETOWN, CT                      133,022         86,915      131,312        88,625       219,937       87,236          1987
NEW BRITAIN, CT                                    130,560                    130,560       130,560      122,928          1989
EAST HARTFORD, CT                   555,826         13,797      301,322       268,301       569,623       25,941          1991
WATERTOWN, CT                       351,771         58,812      204,027       206,556       410,583       78,334          1992
AVON, CT                            730,886                     402,949       327,937       730,886       37,164          2002
WILMINGTON, DE                      309,300         67,834      201,400       175,734       377,134       78,385          1985
ST. GEORGES, DE                     498,200        222,596      324,725       396,071       720,796      224,101          1985
WILMINGTON, DE                      313,400        103,748      204,100       213,048       417,148      106,625          1985
WILMINGTON, DE                      242,800         32,615      158,100       117,315       275,415       56,050          1985
WILMINGTON, DE                      381,700        156,704      248,600       289,804       538,404      124,973          1985
CLAYMONT, DE                        237,200         30,878      151,700       116,378       268,078       54,490          1985
NEWARK, DE                          578,600        166,781      376,800       368,581       745,381      173,951          1985
NEWARK, DE                          405,800         35,844      264,300       177,344       441,644       70,517          1985
WILMINGTON, DE                      369,600         38,077      240,700       166,977       407,677       70,805          1985
WILMINGTON, DE                      446,000         33,323      290,400       188,923       479,323       72,494          1985
WILMINGTON, DE                      337,500         21,971      219,800       139,671       359,471       52,118          1985
DOVER, DE                           263,508                                   263,508       263,508      177,241          1995
SOUTH PORTLAND, ME                  176,700          6,938      115,100        68,538       183,638       21,903          1985
LEWISTON, ME                        341,900         89,500      222,400       209,000       431,400      118,866          1985
PORTLAND, ME                        325,400         42,652      211,900       156,152       368,052       55,364          1985
BIDDEFORD, ME                       723,100          8,009      470,900       260,209       731,109       76,973          1985
AUBURN, ME                           93,078         59,561       55,431        97,208       152,639       85,519          1986
PORTLAND, ME                        118,703         29,640       80,598        67,745       148,343       65,780          1986
SACO, ME                            204,006         37,173      150,694        90,485       241,179       88,807          1986
SANFORD, ME                         265,523          9,178      201,316        73,385       274,701       72,832          1986
WESTBROOK, ME                        93,345        193,654       50,431       236,568       286,999      152,553          1986
WISCASSET, ME                       156,587         33,455       90,837        99,205       190,042       96,100          1986
AUBURN, ME                          105,908         77,928      105,908        77,928       183,836       76,380          1986
SOUTH PORTLAND, ME                  180,689         84,980      110,689       154,980       265,669      153,285          1986
</Table>

                                      -30-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
LEWISTON, ME                        180,338         62,629      101,338       141,629       242,967      137,584          1986
N. WINDHAM, ME                      161,365         53,923       86,365       128,923       215,288      127,873          1986
BALTIMORE, MD                       474,100        176,067      308,700       341,467       650,167      132,063          1985
FULLERTON HTS, MD                   124,500         19,575       81,100        62,975       144,075       29,879          1985
RANDALLSTOWN, MD                    590,600         33,594      384,600       239,594       624,194       89,533          1985
EMMITSBURG, MD                      146,949         73,613      101,949       118,613       220,562      117,183          1986
MILFORD, MA                                        214,331                    214,331       214,331      115,338          1985
AGAWAM, MA                          209,555         63,621      136,000       137,176       273,176       78,291          1985
S. WEYMOUTH, MA                     562,500         44,893      366,300       241,093       607,393       89,734          1985
WESTFIELD, MA                       289,580         38,615      188,400       139,795       328,195       64,626          1985
WEST ROXBURY, MA                    490,200         23,134      319,200       194,134       513,334       62,218          1985
MAYNARD, MA                         735,200         12,714      478,800       269,114       747,914       79,944          1985
GARDNER, MA                       1,008,400         73,740      656,700       425,440     1,082,140      147,057          1985
STOUGHTON, MA                       775,300         34,554      504,900       304,954       809,854      101,535          1985
ARLINGTON, MA                       518,300         27,906      337,500       208,706       546,206       74,180          1985
METHUEN, MA                         379,664         64,941      245,900       198,705       444,605       95,102          1985
BELMONT, MA                         301,300         27,938      196,200       133,038       329,238       53,212          1985
RANDOLPH, MA                        743,200         25,069      484,000       284,269       768,269       91,853          1985
ROCKLAND, MA                        534,300         23,616      347,900       210,016       557,916       72,674          1985
WATERTOWN, MA                       357,500        296,588      321,030       333,058       654,088      145,492          1985
READING, MA                         261,100         12,829      170,000       103,929       273,929       31,878          1985
WEYMOUTH, MA                        643,297         36,516      418,600       261,213       679,813       89,809          1985
DEDHAM, MA                          225,824         19,150      125,824       119,150       244,974      115,023          1987
HINGHAM, MA                         352,606         22,484      242,520       132,570       375,090      115,635          1989
ASHLAND, MA                         606,700         17,424      395,100       229,024       624,124       68,709          1985
WOBURN, MA                          507,600        294,303      507,600       294,303       801,903       93,802          1985
BELMONT, MA                         389,700         28,871      253,800       164,771       418,571       60,953          1985
HYDE PARK, MA                       499,175         29,673      321,800       207,048       528,848       79,046          1985
EVERETT, MA                         269,500        190,931      269,500       190,931       460,431       83,778          1985
PITTSFIELD, MA                      281,200         51,100      183,100       149,200       332,300       71,356          1985
NORTH ATTLEBORO, MA                 662,900         16,549      431,700       247,749       679,449       76,800          1985
WORCESTER, MA                       497,642         67,806      321,800       243,648       565,448      116,904          1985
NEW BEDFORD, MA                     522,300         18,274      340,100       200,474       540,574       62,801          1985
TAUNTON, MA                                        180,724                    180,724       180,724       88,405          1989
FALL RIVER, MA                      859,800         24,423      559,900       324,323       884,223       99,587          1985
WORCESTER, MA                       385,600         21,339      251,100       155,839       406,939       55,446          1985
WEBSTER, MA                       1,012,400         67,645      659,300       420,745     1,080,045      157,945          1985
CLINTON, MA                         586,600         52,725      382,000       257,325       639,325       98,098          1985
FOXBOROUGH, MA                      426,593         34,403      325,000       135,996       460,996      100,907          1990
CLINTON, MA                         385,600         95,698      251,100       230,198       481,298      126,509          1985
HYANNIS, MA                         650,800         42,552      423,800       269,552       693,352      102,808          1985
HOLYOKE, MA                         329,500         38,345      214,600       153,245       367,845       63,872          1985
NEWTON, MA                          691,000         42,832      450,000       283,832       733,832       95,447          1985
FALMOUTH, MA                        519,382         43,841      458,461       104,762       563,223       97,030          1988
METHUEN, MA                         490,200         16,282      319,200       187,282       506,482       62,977          1985
ROCKLAND, MA                        578,600        185,285      376,800       387,085       763,885      161,561          1985
WILLIAMSTOWN, MA                    221,000         54,948      143,900       132,048       275,948       61,948          1985
FAIRHAVEN, MA                       725,500         48,828      470,900       303,428       774,328      113,148          1985
BELLINGHAM, MA                      734,189        132,725      476,200       390,714       866,914      178,651          1985
NEW BEDFORD, MA                     482,275         95,553      293,000       284,828       577,828      158,137          1985
</Table>

                                      -31-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>

SEEKONK, MA                       1,072,700         29,112      698,500       403,312     1,101,812      122,805          1985
WALPOLE, MA                         449,900         20,586      293,000       177,486       470,486       55,656          1985
NORTH ANDOVER, MA                   393,700        220,132      256,400       357,432       613,832      151,831          1985
LOWELL, MA                          360,949         83,674      200,949       243,674       444,623      240,524          1985
AUBURN, MA                          175,048         30,890      125,048        80,890       205,938       79,855          1986
METHUEN, MA                         147,330        188,059       50,731       284,658       335,389      198,392          1986
GEORGETOWN, MA                      145,712         27,144      100,718        72,138       172,856       68,177          1986
IPSWICH, MA                         138,918         46,831       95,718        90,031       185,749       81,498          1986
SALISBURY, MA                       119,698         59,615       80,598        98,715       179,313       80,029          1986
BEVERLY, MA                         275,000        150,741      175,000       250,741       425,741      178,750          1986
BILLERICA, MA                       400,000        135,809      250,000       285,809       535,809      244,059          1986
HAVERHILL, MA                       400,000         17,182      225,000       192,182       417,182      190,200          1986
CHATHAM, MA                         275,000        197,302      175,000       297,302       472,302      192,661          1986
HARWICH, MA                         225,000         12,044      150,000        87,044       237,044       82,173          1986
IPSWICH, MA                         275,000         19,161      150,000       144,161       294,161      140,109          1986
LEOMINSTER, MA                      200,000         49,592      100,000       149,592       249,592      142,430          1986
LOWELL, MA                          375,000        175,969      250,000       300,969       550,969      201,076          1986
METHUEN, MA                         300,000         50,861      150,000       200,861       350,861      196,692          1986
ORLEANS, MA                         260,000         37,637      185,000       112,637       297,637      102,577          1986
PEABODY, MA                         400,000        200,363      275,000       325,363       600,363      242,752          1986
QUINCY, MA                          200,000         36,112      125,000       111,112       236,112      104,909          1986
REVERE, MA                          250,000        193,854      150,000       293,854       443,854      209,542          1986
SALEM, MA                           275,000         25,393      175,000       125,393       300,393      121,543          1986
TEWKSBURY, MA                       125,000         90,338       75,000       140,338       215,338      118,278          1986
TWIN MILL, MA                       125,000          7,607       50,000        82,607       132,607       80,849          1986
FALMOUTH, MA                        150,000        322,942       75,000       397,942       472,942      237,873          1986
WEST YARMOUTH, MA                   225,000         33,165      125,000       133,165       258,165      129,843          1986
WESTFORD, MA                        275,000        196,493      175,000       296,493       471,493      196,415          1986
WOBURN, MA                          350,000         45,681      200,000       195,681       395,681      188,944          1986
YARMOUTHPORT, MA                    300,000         26,940      150,000       176,940       326,940      175,775          1986
BRIDGEWATER, MA                     190,360         36,762      140,000        87,122       227,122       64,456          1987
STOUGHTON, MA                                      235,794                    235,794       235,794      124,608          1990
WORCESTER, MA                       476,102        174,233      309,466       340,869       650,335       99,599          1991
AUBURN, MA                          369,306         27,792      240,049       157,049       397,098       28,677          1991
BARRE, MA                           535,614        163,028      348,149       350,493       698,642       90,785          1991
WORCESTER, MA                       275,866         11,674      179,313       108,227       287,540       16,898          1992
BROCKTON, MA                        275,866        194,619      179,313       291,172       470,485      105,955          1991
CLINTON, MA                         177,978         29,790      115,686        92,082       207,768       28,157          1992
WORCESTER, MA                       167,745        275,852      167,745       275,852       443,597       97,258          1991
DUDLEY, MA                          302,563        141,993      196,666       247,890       444,556       60,806          1991
FITCHBURG, MA                       311,808         16,384      202,675       125,517       328,192       20,816          1991
FRANKLIN, MA                        253,619         18,437      164,852       107,204       272,056       21,777          1988
WORCESTER, MA                       342,608         11,101      222,695       131,014       353,709       17,348          1991
HYANNIS, MA                         222,472          7,282      144,607        85,147       229,754       12,369          1991
LEOMINSTER, MA                      195,776        177,454      127,254       245,976       373,230       94,495          1991
WORCESTER, MA                       231,372        157,356      150,392       238,336       388,728       87,579          1991
NORTHBOROUGH, MA                    404,900         18,353      263,185       160,068       423,253       22,927          1993
WEST BOYLSTON, MA                   311,808         28,937      202,675       138,070       340,745       30,721          1991
WORCESTER, MA                       186,877         33,510      121,470        98,917       220,387       30,129          1993
SOUTHBRIDGE, MA                                    172,279                    172,279       172,279       95,847          1991
</Table>

                                      -32-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
SOUTH YARMOUTH, MA                  275,866         49,961      179,313       146,514       325,827       39,955          1991
STERLING, MA                        476,102        165,998      309,466       332,634       642,100       89,481          1991
SUTTON, MA                          714,159        187,355      464,203       437,311       901,514      114,220          1993
WORCESTER, MA                       275,866        150,472      179,313       247,025       426,338       84,551          1991
FRAMINGHAM, MA                      297,568        203,147      193,419       307,296       500,715      112,862          1992
UPTON, MA                           428,498         24,611      278,524       174,585       453,109       31,093          1991
WESTBOROUGH, MA                     311,808        205,994      202,675       315,127       517,802      113,062          1991
HARWICHPORT, MA                     382,653        173,989      248,724       307,918       556,642       94,977          1991
WORCESTER, MA                       547,283        205,733      355,734       397,282       753,016      115,655          1991
WORCESTER, MA                       978,880        191,413      636,272       534,021     1,170,293      114,762          1991
FITCHBURG, MA                       390,276        216,589      253,679       353,186       606,865      111,909          1992
WORCESTER, MA                       146,832        140,589       95,441       191,980       287,421       74,503          1991
LEICESTER, MA                       266,968        197,898      173,529       291,337       464,866       95,235          1991
NORTH GRAFTON, MA                   244,720         35,136      159,068       120,788       279,856       32,022          1991
SOUTHBRIDGE, MA                     249,169         62,205      161,960       149,414       311,374       55,487          1993
OXFORD, MA                          293,664          9,098      190,882       111,880       302,762       14,739          1993
WORCESTER, MA                       284,765         45,285      185,097       144,953       330,050       45,248          1991
ATHOL, MA                           164,629         22,016      107,009        79,636       186,645       20,669          1991
FITCHBURG, MA                       142,383        194,291       92,549       244,125       336,674       91,805          1992
WORCESTER, MA                       271,417        183,331      176,421       278,327       454,748       97,376          1991
ORANGE, MA                          476,102          4,015      309,466       170,651       480,117       13,480          1991
FRAMINGHAM, MA                      400,449         22,280      260,294       162,435       422,729       27,095          1991
MILFORD, MA                                        262,436                    262,436       262,436      118,716          1991
UXBRIDGE, MA                        128,196         16,239       90,000        54,435       144,435       40,124          1992
AUBURN, MA                                         167,147                    167,147       167,147       69,559          1996
MANCHESTER, NH                      249,100         22,857      162,200       109,757       271,957       37,887          1985
MANCHESTER, NH                      261,100         36,404      170,000       127,504       297,504       47,187          1985
CONCORD, NH                         233,400         68,292      151,700       149,992       301,692       81,744          1985
DERRY, NH(*)                        417,988         16,295      157,988       276,295       434,283      264,755          1987
PLAISTOW, NH                        300,406        117,924      244,694       173,636       418,330      152,831          1987
SOMERSWORTH, NH                     180,800         60,497      117,700       123,597       241,297       49,274          1985
SALEM, NH                           743,200         19,847      484,000       279,047       763,047       85,056          1985
LONDONDERRY, NH                     703,100         31,092      457,900       276,292       734,192       92,787          1985
ROCHESTER, NH                       972,200         12,775      633,100       351,875       984,975      102,231          1985
HAMPTON, NH                         193,103         26,449      135,598        83,954       219,552       80,972          1986
MERRIMACK, NH                       151,993        205,823      100,598       257,218       357,816      151,492          1986
NASHUA, NH                          197,142        219,639      155,837       260,944       416,781      147,349          1986
PELHAM, NH                          169,182         53,497      136,077        86,602       222,679       72,512          1986
PEMBROKE, NH                        138,492        174,777      100,837       212,432       313,269      116,073          1986
ROCHESTER, NH                       179,717        208,103      100,000       287,820       387,820      189,830          1986
ROCHESTER, NH                       110,598         43,142       80,598        73,142       153,740       66,621          1986
SEABROOK, NH                                       134,412                    134,412       134,412       61,844          1987
SOMERSWORTH, NH                     210,805         15,012      157,520        68,297       225,817       67,030          1986
EXETER, NH                          113,285        149,265       65,000       197,550       262,550      160,181          1986
CANDIA, NH                          130,000        184,004       80,000       234,004       314,004      219,663          1986
EPPING, NH                          170,000        131,403      120,000       181,403       301,403      134,236          1986
EPSOM, NH                           220,000         96,022      155,000       161,022       316,022      131,405          1986
EXETER, NH                          160,000         44,343      105,000        99,343       204,343       73,280          1986
MILFORD, NH                         190,000         41,689      115,000       116,689       231,689      107,311          1986
PORTSMOUTH, NH                      235,000         20,257      150,000       105,257       255,257      103,566          1986
</Table>

                                      -33-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
PORTSMOUTH, NH                      225,000        228,704      125,000       328,704       453,704      208,469          1986
SALEM, NH                           450,000         47,484      350,000       147,484       497,484      132,737          1986
SEABROOK, NH                        199,780         19,102      124,780        94,102       218,882       92,327          1986
PELHAM, NH                                         234,915                    234,915       234,915       82,899          1996
MCAFEE, NJ                          670,900         15,711      436,900       249,711       686,611       75,755          1985
HAMBURG, NJ                         598,600         22,121      389,800       230,921       620,721       75,420          1985
WEST MILFORD, NJ                    502,200         31,918      327,000       207,118       534,118       76,858          1985
LIVINGSTON, NJ                      871,800         30,003      567,700       334,103       901,803      108,644          1985
TRENTON, NJ                         373,600          9,572      243,300       139,872       383,172       42,974          1985
WILLINGBORO, NJ                     425,800         29,928      277,300       178,428       455,728       69,855          1985
BAYONNE, NJ                         341,500         18,947      222,400       138,047       360,447       47,963          1985
CRANFORD, NJ                        342,666         29,222      222,400       149,488       371,888       60,267          1985
TRENTON, NJ                         466,100         13,987      303,500       176,587       480,087       56,921          1985
WALL TOWNSHIP, NJ                   336,441         55,709      121,441       270,709       392,150      258,327          1986
UNION, NJ                           490,200         41,361      319,200       212,361       531,561       79,038          1985
CRANBURY, NJ                        606,700         31,467      395,100       243,067       638,167       85,413          1985
HILLSIDE, NJ                        225,000         31,552      150,000       106,552       256,552       84,815          1987
SPOTSWOOD, NJ                       466,675         69,036      303,500       232,211       535,711      110,203          1985
LONG BRANCH, NJ                     514,300         22,951      334,900       202,351       537,251       72,169          1985
ELIZABETH, NJ                       405,800         18,881      264,300       160,381       424,681       54,536          1985
BELLEVILLE, NJ                      397,700         39,410      259,000       178,110       437,110       71,591          1985
NEPTUNE CITY, NJ                    269,600                     175,600        94,000       269,600       26,008          1985
BASKING RIDGE, NJ                   362,172         32,960      200,000       195,132       395,132       86,814          1986
DEPTFORD, NJ                        281,200         24,745      183,100       122,845       305,945       48,529          1985
CHERRY HILL, NJ                     357,500         13,879      232,800       138,579       371,379       46,414          1985
SEWELL, NJ                          551,912         48,485      355,712       244,685       600,397       89,696          1985
FLEMINGTON, NJ                      546,742         17,494      346,342       217,894       564,236       67,973          1985
WILLIAMSTOWN, NJ                    156,879          7,776      130,000        34,655       164,655       31,949          1988
BLACKWOOD, NJ                       401,700         36,736      261,600       176,836       438,436       73,171          1985
TRENTON, NJ                         684,650         33,275      444,800       273,125       717,925       97,679          1985
LODI, NJ                                           133,637                    133,637       133,637       88,283          1988
EAST ORANGE, NJ                     421,508         37,977      272,100       187,385       459,485       79,326          1985
FREEHOLD, NJ                        240,642                                   240,642       240,642      125,891          1995
BELMAR, NJ                          630,800         22,371      410,800       242,371       653,171       79,959          1985
MOORESTOWN, NJ                      470,100         27,064      306,100       191,064       497,164       68,730          1985
SPRING LAKE, NJ                     345,500         42,194      225,000       162,694       387,694       63,825          1985
HILLTOP, NJ                         329,500         16,758      214,600       131,658       346,258       45,543          1985
CLIFTON, NJ                         301,518          6,413      150,000       157,931       307,931       63,618          1987
SEWELL, NJ                          405,800         12,338      264,300       153,838       418,138       49,083          1985
FRANKLIN TWP., NJ                   683,000         30,257      444,800       268,457       713,257       94,570          1985
FLEMINGTON, NJ                      708,160         33,072      460,500       280,732       741,232       90,085          1985
CLEMENTON, NJ                       562,500         27,581      366,300       223,781       590,081       79,675          1985
BRADLEY BEACH, NJ                   240,642                                   240,642       240,642      125,891          1995
MT. ROYAL, NJ                       141,300          4,978       92,000        54,278       146,278       18,619          1985
ASBURY PARK, NJ                     418,966         18,038      272,100       164,904       437,004       58,168          1985
MIDLAND PARK, NJ                    201,012          4,080      150,000        55,092       205,092       36,281          1989
PATERSON, NJ                        619,548         16,765      402,900       233,413       636,313       74,322          1985
FREEHOLD, NJ                        450,300          7,822      293,200       164,922       458,122       49,497          1985
OCEAN CITY, NJ                      843,700        113,162      549,400       407,462       956,862      188,411          1985
WHITING, NJ                         447,199          3,519      167,090       283,628       450,718      271,751          1989
</Table>

                                      -34-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
HILLSBOROUGH, NJ                    237,122          7,729      100,000       144,851       244,851       45,668          1985
PRINCETON, NJ                       703,100         40,615      457,900       285,815       743,715      105,037          1985
NEPTUNE, NJ                         455,726         39,090      293,000       201,816       494,816       79,287          1985
NEWARK, NJ                        3,086,592        164,432    2,005,800     1,245,224     3,251,024      458,934          1985
OAKHURST, NJ                        225,608         46,405      100,608       171,405       272,013      162,345          1985
BELLEVILLE, NJ                      215,468         38,163      149,237       104,394       253,631       97,933          1986
PINE HILL, NJ                       190,568         39,918      115,568       114,918       230,486      106,335          1986
TUCKERTON, NJ                       224,387        132,864      131,018       226,233       357,251      215,967          1987
WEST DEPTFORD, NJ                   245,450         50,295      151,053       144,692       295,745      136,072          1987
ATCO, NJ                            153,159         85,853      131,766       107,246       239,012      105,662          1987
SOMERVILLE, NJ                      252,717        254,230      200,500       306,447       506,947      126,701          1987
CINNAMINSON, NJ                     326,501         24,931      176,501       174,931       351,432      168,658          1987
RIDGEFIELD PARK, NJ                 273,549                     150,000       123,549       273,549       57,271          1997
BRICK, NJ                         1,507,684                   1,000,000       507,684     1,507,684      142,497          2000
LAKE HOPATCONG, NJ                1,305,034                     800,000       505,034     1,305,034      174,422          2000
BERGENFIELD, NJ                     381,590         36,271      300,000       117,861       417,861       99,184          1990
ORANGE, NJ                          281,200         24,573      183,100       122,673       305,773       47,813          1985
BLOOMFIELD, NJ                      695,000         21,021      452,600       263,421       716,021       87,329          1985
IRVINGTON, NJ                       271,200         79,011      176,600       173,611       350,211       93,660          1985
UNION, NJ                           441,900         36,198      287,800       190,298       478,098      190,298          1985
SCOTCH PLAINS, NJ                   331,063         14,455      214,600       130,918       345,518       45,016          1985
NUTLEY, NJ                          433,800         48,677      282,500       199,977       482,477       83,423          1985
PLAINFIELD, NJ                      470,100         29,975      306,100       193,975       500,075       66,973          1985
MOUNTAINSIDE, NJ                    664,100         31,620      431,700       264,020       695,720       87,555          1985
IRVINGTON, NJ                       104,760         38,446       60,000        83,206       143,206       60,106          1987
WATCHUNG, NJ                        449,900         20,339      293,000       177,239       470,239       59,696          1985
GREEN VILLAGE, NJ                   277,900         44,471      127,900       194,471       322,371      185,626          1985
IRVINGTON, NJ                       409,700         54,841      266,800       197,741       464,541       92,078          1985
JERSEY CITY, NJ                     438,000         51,856      285,200       204,656       489,856       83,444          1985
BLOOMFIELD, NJ                      441,900         32,951      287,800       187,051       474,851       72,282          1985
DOVER, NJ                           606,700         30,153      395,100       241,753       636,853       82,024          1985
PARLIN, NJ                          441,900         29,075      287,800       183,175       470,975       69,317          1985
UNION CITY, NJ                      799,500          3,440      520,600       282,340       802,940       80,603          1985
COLONIA, NJ                         253,100          3,395      164,800        91,695       256,495       27,826          1985
NORTH BERGEN, NJ                    629,527         81,006      409,527       301,006       710,533      128,656          1985
WAYNE, NJ                           490,200         21,766      319,200       192,766       511,966       65,281          1985
HASBROUCK HEIGHTS, NJ               639,648         19,648      416,000       243,296       659,296       76,287          1985
COLONIA, NJ                         952,200         74,451      620,100       406,551     1,026,651      153,515          1985
OLD BRIDGE, NJ                      319,521         24,445      204,621       139,345       343,966       53,915          1985
RIDGEWOOD, NJ                       703,100         36,959      457,900       282,159       740,059       95,671          1985
HAWTHORNE, NJ                       245,100         10,967      159,600        96,467       256,067       33,626          1985
WAYNE, NJ                           474,100         42,926      308,700       208,326       517,026       86,954          1985
WASHINGTON TOWN, NJ                 912,000         21,261      593,900       339,361       933,261      105,139          1985
PARAMUS, NJ                         381,700         42,394      248,600       175,494       424,094       77,484          1985
JERSEY CITY, NJ                     401,700         43,808      261,600       183,908       445,508       80,243          1985
FORT LEE, NJ                      1,245,500         39,408      811,100       473,808     1,284,908      153,749          1985
EATONTOWN, NJ                       117,865         19,446       87,375        49,936       137,311       24,053          1985
MONMOUTH BEACH, NJ                  133,500         33,987      100,125        67,362       167,487       35,700          1985
AUDUBON, NJ                         421,800         12,949      274,700       160,049       434,749       52,374          1985
TRENTON, NJ                         337,500         69,461      219,800       187,161       406,961       99,846          1985
</Table>

                                      -35-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
STRATFORD, NJ                       215,597                                   215,597       215,597      145,017          1995
MAGNOLIA, NJ                        329,500         26,488      214,600       141,388       355,988       57,183          1985
BEVERLY, NJ                         470,100         24,003      306,100       188,003       494,103       64,681          1985
PISCATAWAY, NJ                      269,200         28,232      175,300       122,132       297,432       49,852          1985
WEST ORANGE, NJ                     799,500         34,733      520,600       313,633       834,233      110,712          1985
ROCKVILLE CENTRE, NY                350,325        315,779      201,400       464,704       666,104      266,404          1985
GLENDALE, NY                        368,625        159,763      235,500       292,888       528,388      120,891          1985
BELLAIRE, NY                        329,500         73,358      214,600       188,258       402,858       80,906          1985
BROOKLYN, NY                                       178,082                    178,082       178,082       85,507          1987
BAYSIDE, NY                         245,100        202,833      159,600       288,333       447,933      125,118          1985
YONKERS, NY                         153,184         67,266       76,592       143,858       220,450       57,856          1987
DOBBS FERRY, NY                     670,575         33,706      434,300       269,981       704,281       93,625          1985
NORTH MERRICK, NY                   510,350        141,506      332,200       319,656       651,856      131,487          1985
GREAT NECK, NY                      500,000         24,468      450,000        74,468       524,468       69,313          1985
GLEN HEAD, NY                       462,468         45,355      300,900       206,923       507,823       88,077          1985
GARDEN CITY, NY                     361,600         33,774      235,500       159,874       395,374       62,306          1985
HEWLETT, NY                         490,200         85,618      319,200       256,618       575,818       81,156          1985
EAST HILLS, NY                      241,613         21,070      241,613        21,070       262,683       18,342          1986
YONKERS, NY                         111,300         80,000       65,000       126,300       191,300       92,208          1988
HEMPSTEAD, NY                       396,200                     258,000       138,200       396,200       38,236          1985
LEVITTOWN, NY                       502,757         42,113      327,000       217,870       544,870       85,709          1985
LEVITTOWN, NY                       546,400        113,057      355,800       303,657       659,457      116,254          1985
ST. ALBANS, NY                      329,500         87,250      214,600       202,150       416,750       95,513          1985
RIDGEWOOD, NY                       278,372         38,578      277,606        39,344       316,950       16,796          1986
BROOKLYN, NY                        626,700        282,677      408,100       501,277       909,377      238,236          1985
BROOKLYN, NY                        476,816        272,765      306,100       443,481       749,581      199,001          1985
SYOSSET, NY                         139,686         37,407       65,982       111,111       177,093      100,847          1986
SEAFORD, NY                         325,400         83,257      211,900       196,757       408,657       63,548          1985
BAYSIDE, NY                         470,100        246,576      306,100       410,576       716,676      161,145          1985
BAY SHORE, NY                       188,900         26,286      123,000        92,186       215,186       40,303          1985
ELMONT, NY                          389,700         90,633      253,800       226,533       480,333       76,156          1985
WHITE PLAINS, NY                    258,600         60,120      164,800       153,920       318,720       69,931          1985
SCARSDALE, NY                       257,100        102,632      167,400       192,332       359,732       94,038          1985
EASTCHESTER, NY                     614,700         34,500      400,300       248,900       649,200       89,306          1985
NEW ROCHELLE, NY                    337,500         51,741      219,800       169,441       389,241       68,984          1985
BROOKLYN, NY                        421,800        270,436      274,700       417,536       692,236      187,987          1985
COMMACK, NY                         321,400         25,659      209,300       137,759       347,059       53,818          1985
SAG HARBOR, NY                      703,600         36,012      458,200       281,412       739,612      101,704          1985
EAST HAMPTON, NY                    663,100         39,313      431,800       270,613       702,413       92,315          1985
MASTIC, NY                          313,400        110,180      204,100       219,480       423,580      140,075          1985
BRONX, NY                           390,200        329,357      251,100       468,457       719,557      198,019          1985
YONKERS, NY                       1,020,400         61,875      664,500       417,775     1,082,275      146,706          1985
GLENVILLE, NY                       343,723         98,299      219,800       222,222       442,022      113,304          1985
YONKERS, NY                         202,826         42,877      144,000       101,703       245,703       63,035          1986
MINEOLA, NY                         341,500         34,411      222,400       153,511       375,911       63,729          1985
NEW YORK, NY                                       164,351                    164,351       164,351       84,604          1989
ALBANY, NY                          404,888        104,378      261,600       247,666       509,266      138,446          1985
LONG ISLAND CITY, NY              1,646,307        259,443    1,071,500       834,250     1,905,750      383,805          1985
ALBANY, NY                          142,312         36,831       91,600        87,543       179,143       49,675          1985
RENSSELAER, NY                    1,653,500        514,444    1,076,800     1,091,144     2,167,944      672,865          1985
</Table>


                                      -36-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
RENSSELAER, NY                      683,781                     286,504       397,277       683,781        1,783          2004
PORT JEFFERSON, NY                  400,725         63,743      259,000       205,468       464,468       98,311          1985
ROTTERDAM, NY                       140,600        100,399       91,600       149,399       240,999       98,025          1985
OSSINING, NY                        231,100         44,049      149,200       125,949       275,149       58,095          1985
ELLENVILLE, NY                      233,000         53,690      151,700       134,990       286,690       67,095          1985
CHATHAM, NY                         349,133        131,805      225,000       255,938       480,938      144,684          1985
HYDE PARK, NY                       253,100         12,015      164,800       100,315       265,115       35,214          1985
SHRUB OAK, NY                     1,060,700         81,807      690,700       451,807     1,142,507      166,354          1985
NEW YORK, NY                                       229,435                    229,435       229,435      136,976          1985
BROOKLYN, NY                        237,100        125,067      154,400       207,767       362,167       82,954          1985
STATEN ISLAND, NY                   301,300        288,603      196,200       393,703       589,903      178,043          1985
STATEN ISLAND, NY                   357,904         39,588      230,300       167,192       397,492       71,941          1985
STATEN ISLAND, NY                   349,500        176,590      227,600       298,490       526,090      132,211          1985
BRONX, NY                            93,817        120,396       67,200       147,013       214,213       98,859          1985
BRONX, NY                           104,130        360,410       90,000       374,540       464,540      222,225          1985
OZONE PARK, NY                                     193,968                    193,968       193,968       86,542          1986
MT. VERNON, NY                      117,440         37,529       72,440        82,529       154,969       74,645          1985
PELHAM MANOR, NY                    136,791         78,987       75,000       140,778       215,778      117,970          1985
FREEPORT, NY                        119,745         30,930       65,000        85,675       150,675       72,531          1986
EAST MEADOW, NY                     425,000         86,005      325,000       186,005       511,005      107,566          1986
E. ELMHURST, NY                                    134,284                    134,284       134,284       62,460          1986
STATEN ISLAND, NY                   389,700         88,922      253,800       224,822       478,622      113,303          1985
MERRICK, NY                         477,498         77,925      240,764       314,659       555,423       86,353          1987
WANTAGH, NY                                        180,017                    180,017       180,017      130,309          1988
MASSAPEQUA, NY                      333,400         53,696      217,100       169,996       387,096       80,488          1985
UNIONDALE, NY                       252,000         36,867      164,100       124,767       288,867       54,252          1985
TROY, NY                            225,000         60,569      146,500       139,069       285,569       63,862          1985
BALDWIN, NY                         290,923          5,007      151,280       144,650       295,930       24,563          1986
NEW YORK, NY                                       605,891                    605,891       605,891      290,321          1986
MIDDLETOWN, NY                      751,200        166,411      489,200       428,411       917,611      145,188          1985
OCEANSIDE, NY                       313,400         88,863      204,100       198,163       402,263       63,738          1985
WANTAGH, NY                         261,814         85,758      175,000       172,572       347,572       87,753          1985
NORTHPORT, NY                       241,100         33,036      157,000       117,136       274,136       54,309          1985
BRONX, NY                                          130,597                    130,597       130,597       85,132          1985
SCHENECTADY, NY                                    143,698                    143,698       143,698      122,155          1987
BALLSTON, NY                        160,000        134,021      110,000       184,021       294,021      177,488          1986
BALLSTON SPA, NY                    210,000        105,073      100,000       215,073       315,073      205,804          1986
COLONIE, NY                         245,150         28,322      120,150       153,322       273,472      146,126          1986
DELMAR, NY                          150,000         42,478       70,000       122,478       192,478      114,473          1986
ELLENVILLE, NY                      170,000         72,869       70,000       172,869       242,869      143,696          1986
FORT EDWARD, NY                     225,000         65,739      150,000       140,739       290,739      132,098          1986
FT. PLAIN, NY                       122,008         43,370       72,008        93,370       165,378       72,243          1986
QUEENSBURY, NY                      225,000        105,592      165,000       165,592       330,592      154,854          1986
GLOVERSVILLE, NY                    200,000         52,696      100,000       152,696       252,696      145,468          1986
HALFMOON, NY                        415,000        205,598      228,100       392,498       620,598      361,584          1986
GREEN ISLAND, NY                     50,000         94,827       50,000        94,827       144,827       74,197          1986
HANCOCK, NY                         100,000        109,470       50,000       159,470       209,470      146,873          1986
HYDE PARK, NY                       300,000         59,198      175,000       184,198       359,198      162,680          1986
LATHAM, NY                          275,000         68,160      150,000       193,160       343,160      171,431          1986
MALTA, NY                           190,000         91,726       65,000       216,726       281,726      200,834          1986
</Table>


                                      -37-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
MELROSE, NY                         105,000         69,624       55,000       119,624       174,624      102,009          1986
MILLERTON, NY                       175,000        123,063      100,000       198,063       298,063      164,568          1986
NEW WINDSOR, NY                     150,000         94,791       75,000       169,791       244,791      134,329          1986
NISKAYUNA, NY                       425,000         35,421      275,000       185,421       460,421      174,842          1986
PLEASANT VALLEY, NY                 398,497        115,129      240,000       273,626       513,626      171,274          1986
POUGHKEEPSIE, NY                    250,000         82,485      150,000       182,485       332,485      150,847          1986
POUGHKEEPSIE, NY                    175,000                     175,000                     175,000                       1986
QUEENSBURY, NY                      230,000         65,245      155,000       140,245       295,245      118,079          1986
ROTTERDAM, NY                       132,287        166,077                    298,364       298,364      195,470          1995
SCHENECTADY, NY                     225,000        298,103      150,000       373,103       523,103      354,282          1986
S. GLENS FALLS, NY                  325,000         58,892      225,000       158,892       383,892      138,983          1986
TROY, NY                            175,000         65,690       75,000       165,690       240,690      140,994          1986
WARRENSBURG, NY                     115,000         35,203       75,000        75,203       150,203       66,020          1986
HUDSON FALLS, NY                    190,000         55,750       65,000       180,750       245,750      160,898          1986
MECHANICVILLE, NY                                  133,469                    133,469       133,469      111,589          1987
ALBANY, NY                          206,620         87,949       81,620       212,949       294,569      197,994          1986
NEWBURGH, NY                        430,766         25,850      150,000       306,616       456,616      280,766          1989
JERICHO, NY                                        330,936                    330,936       330,936      120,740          1998
CATSKILL, NY                         73,705         74,726       73,704        74,727       148,431       56,652          1989
CATSKILL, NY                        321,446                     125,000       196,446       321,446        7,798          2004
CATSKILL, NY                        305,285         99,076      203,523       200,838       404,361       99,294          1989
GREENVILLE, NY                       77,153        105,325       77,152       105,326       182,478       94,575          1989
QUARRYVILLE, NY                      35,917        168,199       35,916       168,200       204,116      154,356          1988
MENANDS, NY                         150,580         60,563       49,999       161,144       211,143      137,372          1988
HOOSICK FALLS, NY                                  151,535                    151,535       151,535      137,759          1988
BREWSTER, NY                        302,564         44,393      142,564       204,393       346,957      194,281          1988
VALATIE, NY                         165,590        394,981       90,829       469,742       560,571      338,646          1989
CAIRO, NY                           191,928        142,895       46,650       288,173       334,823      257,764          1988
RED HOOK, NY                                       226,787                    226,787       226,787      214,232          1991
WEST TAGHKANIC, NY                  202,750        117,540      121,650       198,640       320,290      119,492          1986
RAVENA, NY                                         199,900                    199,900       199,900      186,743          1991
SAYVILLE, NY                        528,225                     300,000       228,225       528,225       58,578          1998
WANTAGH, NY                         640,680                     370,200       270,480       640,680       69,421          1998
CENTRAL ISLIP, NY                   572,244                     357,500       214,744       572,244       55,007          1998
FLUSHING, NY                        516,110                     320,125       195,985       516,110       50,133          1998
NORTH LINDENHURST, NY               341,530                     192,000       149,530       341,530       38,294          1998
WYANDANCH, NY                       453,131                     279,500       173,631       453,131       44,417          1998
NEW ROCHELLE, NY                    415,180                     251,875       163,305       415,180       41,584          1998
FLORAL PARK, NY                     616,700                     356,400       260,300       616,700       66,680          1998
RIVERHEAD, NY                       723,346                     431,700       291,646       723,346       74,710          1998
AMHERST, NY                         223,009                     173,451        49,558       223,009       17,176          2000
BUFFALO, NY                         312,426                     150,888       161,538       312,426       42,212          2000
KENMORE, NY                         160,000                     110,000        50,000       160,000       10,833          2000
GRAND ISLAND, NY                    350,849                     247,348       103,501       350,849       32,072          2000
HAMBURG, NY                         298,805                     168,680       130,125       298,805       28,193          2000
LACKAWANNA, NY                      250,030                     129,870       120,160       250,030       32,528          2000
LEWISTON, NY                        205,000                     125,000        80,000       205,000       17,333          2000
TONAWANDA, NY                       189,296                     147,122        42,174       189,296        9,138          2000
TONAWANDA, NY                       304,762         11,493      211,337       104,918       316,255       22,733          2000
WEST SENECA, NY                     257,142                     184,385        72,757       257,142       15,767          2000
</Table>

                                      -38-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
WILLIAMSVILLE, NY                   211,972                     176,643        35,329       211,972        7,654          2000
PHILADELPHIA, PA                    687,000         25,017      447,400       264,617       712,017       86,970          1985
PHILADELPHIA, PA                    237,100        205,495      154,400       288,195       442,595      122,911          1985
ALLENTOWN, PA                       357,500         76,385      232,800       201,085       433,885       75,909          1985
NORRISTOWN, PA                      241,300         78,419      157,100       162,619       319,719       61,314          1985
BRYN MAWR, PA                       221,000         59,832      143,900       136,932       280,832       71,382          1985
CONSHOHOCKEN, PA                    261,100         77,885      170,000       168,985       338,985       84,155          1985
PHILADELPHIA, PA                    281,200         34,285      183,100       132,385       315,485       56,347          1985
HUNTINGDON VALLEY, PA               421,800         36,439      274,700       183,539       458,239       72,152          1985
FEASTERVILLE, PA                    510,200        160,144      332,200       338,144       670,344      167,117          1985
PHILADELPHIA, PA                    285,200         65,498      185,700       164,998       350,698       77,311          1985
PHILADELPHIA, PA                    289,300         50,010      188,400       150,910       339,310       72,571          1985
PHILADELPHIA, PA                    405,800        221,269      264,300       362,769       627,069      192,572          1985
PHILADELPHIA, PA                    417,800        210,406      272,100       356,106       628,206      138,690          1985
PHILADELPHIA, PA                    369,600        276,720      240,700       405,620       646,320      197,336          1985
HATBORO, PA                         285,200         61,979      185,700       161,479       347,179       83,005          1985
HAVERTOWN, PA                       402,000         22,660      253,800       170,860       424,660       71,089          1985
MEDIA, PA                           326,195         24,082      191,000       159,277       350,277       83,376          1985
PHILADELPHIA, PA                    389,700         28,006      253,800       163,906       417,706       63,748          1985
MILMONT PARK, PA                    343,093         32,840      222,400       153,533       375,933       64,645          1985
PHILADELPHIA, PA                    341,500        224,647      222,400       343,747       566,147      150,896          1985
ALDAN, PA                           281,200         45,539      183,100       143,639       326,739       63,631          1985
BRISTOL, PA                         430,500         82,981      280,000       233,481       513,481      114,139          1985
TREVOSE, PA                         215,214         16,382      150,000        81,596       231,596       53,881          1987
HAVERTOWN, PA                       265,200         24,500      172,700       117,000       289,700       44,123          1985
ABINGTON, PA                        309,300         43,696      201,400       151,596       352,996       65,478          1985
HATBORO, PA                         289,300         61,371      188,400       162,271       350,671       78,700          1985
CLIFTON HGTS., PA                   428,201         63,403      256,400       235,204       491,604      129,470          1985
ALDAN, PA                           433,800         21,152      282,500       172,452       454,952       59,375          1985
SHARON HILL, PA                     411,057         39,574      266,800       183,831       450,631       77,180          1985
MEDIA, PA                           474,100          5,055      308,700       170,455       479,155       50,817          1985
ROSLYN, PA                          349,500        173,661      227,600       295,561       523,161      181,581          1985
CLIFTON HGTS, PA                    213,000         46,824      138,700       121,124       259,824       58,661          1985
PHILADELPHIA, PA                    369,600        273,642      240,700       402,542       643,242      228,031          1985
MORRISVILLE, PA                     377,600         33,522      245,900       165,222       411,122       66,807          1985
PHILADELPHIA, PA                    302,999        220,313      181,497       341,815       523,312      239,501          1985
FAIRLESS HILLS, PA                  215,600         16,975      140,400        92,175       232,575       37,781          1985
PHOENIXVILLE, PA                    413,800         17,561      269,500       161,861       431,361       55,910          1985
LANGHORNE, PA                       122,202         69,328       50,000       141,530       191,530       83,563          1987
POTTSTOWN, PA                       430,000         48,854      280,000       198,854       478,854       86,613          1985
BOYERTOWN, PA                       233,000          5,373      151,700        86,673       238,373       27,661          1985
QUAKERTOWN, PA                      379,111         89,812      243,300       225,623       468,923      108,008          1985
SOUDERTON, PA                       381,700        172,170      248,600       305,270       553,870      138,755          1985
LANSDALE, PA                        243,844        200,458      243,844       200,458       444,302       90,962          1985
CHALFONT, PA                        296,500         12,019      193,100       115,419       308,519       40,416          1985
FURLONG, PA                         175,300        151,150      175,300       151,150       326,450       78,696          1985
DOYLESTOWN, PA                      405,800         32,659      264,300       174,159       438,459       67,943          1985
RICHBORO, PA                         96,789         39,075       55,000        80,864       135,864       48,870          1987
PENNDEL, PA                         137,429         31,015       90,000        78,444       168,444       55,673          1988
WEST CHESTER, PA                    421,800         21,935      274,700       169,035       443,735       61,135          1985
</Table>

                                      -39-
<PAGE>

<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>

NORRISTOWN, PA                      175,300        120,786      175,300       120,786       296,086       49,376          1985
TRAPPE, PA                          377,600         44,509      245,900       176,209       422,109       78,360          1985
GETTYSBURG, PA                      157,602         28,530       67,602       118,530       186,132      115,956          1986
PARADISE, PA                        132,295        151,188      102,295       181,188       283,483      103,278          1986
LINWOOD, PA                         171,518         22,371      102,968        90,921       193,889       85,961          1987
READING, PA                         750,000         49,125                    799,125       799,125      751,282          1989
ELKINS PARK, PA                     275,171         17,524      200,000        92,695       292,695       80,848          1990
NEW OXFORD, PA                    1,044,707         13,500       18,687     1,039,520     1,058,207      530,981          1996
HANOVER, PA                         108,435        417,763      108,435       417,763       526,198      406,803          1958
HANOVER, PA                          22,526        113,336       27,231       108,631       135,862       99,671          1961
GLEN ROCK, PA                        20,442        166,633       20,442       166,633       187,075      129,209          1961
BOILING SPRINGS, PA                  14,792        167,641       14,792       167,641       182,433      131,060          1961
NORTH KINGSTOWN, RI                 211,835         25,971       89,135       148,671       237,806      142,664          1985
MIDDLETOWN, RI                      306,710         16,364      176,710       146,364       323,074      143,923          1987
WARWICK, RI                         376,563         39,933      205,889       210,607       416,496      196,779          1989
PROVIDENCE, RI                      231,372        191,647      150,392       272,627       423,019       82,098          1991
EAST PROVIDENCE, RI               2,297,435        574,528    1,495,700     1,376,263     2,871,963      363,040          1985
ASHAWAY, RI                         618,609                     402,096       216,513       618,609        1,444          2004
EAST PROVIDENCE, RI                 309,950         49,546      202,050       157,446       359,496       70,914          1985
PAWTUCKET, RI                       212,775        161,188      118,860       255,103       373,963      169,308          1986
WARWICK, RI                         434,752         24,730      266,800       192,682       459,482       87,983          1985
CRANSTON, RI                        466,100         12,576      303,500       175,176       478,676       56,157          1985
PAWTUCKET, RI                       237,100          2,990      154,400        85,690       240,090       25,696          1985
BARRINGTON, RI                      490,200        213,866      319,200       384,866       704,066      195,155          1985
WARWICK, RI                         253,100         34,400      164,800       122,700       287,500       50,970          1985
N. PROVIDENCE, RI                   542,400         61,717      353,200       250,917       604,117      110,732          1985
EAST PROVIDENCE, RI                 486,675         13,947      316,600       184,022       500,622       58,802          1985
WAKEFIELD, RI                       413,800         39,616      269,500       183,916       453,416       64,664          1985
READING, PA                          34,620        121,446       10,433       145,633       156,066       95,400          1990
EPHRATA, PA                         183,477         96,937      136,809       143,605       280,414       95,451          1990
DAUPHIN, PA                         156,076          6,025      134,167        27,934       162,101       23,141          1990
DOUGLASSVILLE, PA                   178,488         23,321      154,738        47,071       201,809       39,396          1990
YORK, PA                            170,304            390      134,946        35,748       170,694       34,386          1990
GETTYSBURG, PA                      170,642          7,230      134,111        43,761       177,872       38,706          1990
POTTSVILLE, PA                      162,402         82,769       43,471       201,700       245,171      164,176          1990
POTTSVILLE, PA                      451,360         19,361      147,740       322,981       470,721      300,057          1990
LANCASTER, PA                       208,677         24,347       78,254       154,770       233,024      154,770          1989
BETHLEHEM, PA                       208,677         42,927      130,423       121,181       251,604      112,182          1989
EASTON, PA                          113,086        199,385                    312,471       312,471      228,690          1989
BETHLEHEM, PA                       115,636         97,776                    213,412       213,412      175,185          1989
LANCASTER, PA                       642,000         17,993      300,000       359,993       659,993      359,993          1989
HAMBURG, PA                         219,280         75,745      130,423       164,602       295,025      139,828          1989
READING, PA                         182,592         82,812      104,338       161,066       265,404      127,725          1989
MOUNTVILLE, PA                      195,635         19,506       78,254       136,887       215,141      136,887          1989
EBENEZER, PA                        147,058         88,474       68,804       166,728       235,532      122,433          1989
BETHLEHEM, PA                       130,423         88,995       52,169       167,249       219,418      123,185          1989
INTERCOURSE, PA                     311,503         81,287      157,801       234,989       392,790       63,502          1989
REINHOLDS, PA                       176,520         83,686       82,017       178,189       260,206      117,463          1989
COLUMBIA, PA                        225,906         13,206       75,000       164,112       239,112      101,241          1989
OXFORD, PA                          191,449        118,321       65,212       244,558       309,770      188,482          1989
</Table>

                                      -40-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
POTTSTOWN, PA                       166,236         16,010       71,631       110,615       182,246       70,990          1989
EPHRATA, PA                         208,604         52,826       30,000       231,430       261,430      120,229          1989
ROBESONIA, PA                       225,913        102,802       70,000       258,715       328,715      164,554          1989
LANCASTER, PA                       152,564         25,866       75,000       103,430       178,430       32,769          1998
KENHORST, PA                        143,466         94,592       65,212       172,846       238,058      130,529          1989
NEFFSVILLE, PA                      234,761         45,637       91,296       189,102       280,398      180,164          1989
LEOLA, PA                           262,890        102,007      131,189       233,708       364,897       64,589          1989
EPHRATA, PA                         187,843          9,400       65,212       132,031       197,243      130,572          1989
SHREWSBURY, PA                      132,993        126,898       52,832       207,059       259,891      147,270          1989
RED LION, PA                        221,719         29,788       52,169       199,338       251,507      195,569          1989
READING, PA                         129,284        137,863       65,352       201,795       267,147      123,384          1989
ROTHSVILLE, PA                      169,550         25,188       52,169       142,569       194,738      142,569          1989
HANOVER, PA                         231,028         13,252       70,000       174,280       244,280      114,319          1989
LANCASTER, PA                       156,507         19,215       52,169       123,553       175,722      123,553          1989
HARRISBURG, PA                      399,016        347,590      198,740       547,866       746,606      279,090          1989
ADAMSTOWN, PA                       213,424        108,844      100,000       222,268       322,268      119,263          1989
LANCASTER, PA                       308,964         83,443      104,338       288,069       392,407      251,668          1989
NEW HOLLAND, PA                     313,015        106,839      143,465       276,389       419,854      226,890          1989
CHRISTIANA, PA                      182,593         11,178       65,212       128,559       193,771      128,559          1989
WYOMISSING HILLS, PA                319,320        113,176       76,074       356,422       432,496      299,087          1989
LAURELDALE, PA                      262,079         15,550       86,941       190,688       277,629      178,921          1989
REIFFTON, PA                        338,250          5,295       43,470       300,075       343,545      291,116          1989
W.READING, PA                       790,432         68,726      387,641       471,517       859,158      430,097          1989
ARENDTSVILLE, PA                    173,759        101,020       32,603       242,176       274,779      195,192          1989
MOHNTON, PA                         317,228         56,374       66,425       307,177       373,602      272,400          1989
CARLISLE, PA                         32,621        103,487                    136,108       136,108       82,701          1989
MCCONNELLSBURG, PA                  155,367        145,616       69,915       231,068       300,983       89,163          1989
BLACKSBURG, VA                       23,644        206,308                    229,952       229,952      113,810          1990
MARTINSVILLE, VA                     33,837        106,699                    140,536       140,536       88,903          1990
ROANOKE, VA                          30,000        208,498                    238,498       238,498      131,526          1990
RICH CREEK, VA                       37,509        217,310                    254,819       254,819      128,078          1990
ROANOKE, VA                          91,281        206,221                    297,502       297,502      179,827          1990
SALEM, VA                           104,114         36,725                    140,839       140,839      128,741          1990
STANLEYTOWN, VA                      29,750        130,167                    159,917       159,917       91,859          1990
ROANOKE, VA                          30,000        142,340                    172,340       172,340      108,122          1990
RICHMOND, VA                        120,818        167,895                    288,713       288,713      198,055          1990
DALEVILLE, VA                        36,123        122,998                    159,121       159,121       95,144          1990
CHESAPEAKE, VA(*)                 1,184,759         25,382      604,983       605,158     1,210,141       38,910          1990
PORTSMOUTH, VA                      562,255         17,106      221,610       357,751       579,361      316,831          1990
NORFOLK, VA                         534,910          6,050      310,630       230,330       540,960      208,913          1990
PORTSMOUTH, VA                      427,720          1,408      150,400       278,728       429,128      278,728          1990
CHESAPEAKE, VA                      883,685         26,247      325,508       584,424       909,932      518,697          1990
CHESAPEAKE, VA                    1,026,115          7,149      407,026       626,238     1,033,264      563,078          1990
BENNINGTON, VT                      309,300        154,480      201,400       262,380       463,780       95,867          1985
JACKSONVILLE, FL                    559,514                     296,434       263,080       559,514       56,999          2000
JACKSONVILLE, FL                    485,514                     388,434        97,080       485,514       21,032          2000
JACKSONVILLE, FL                    196,764                     114,434        82,330       196,764       17,837          2000
JACKSONVILLE, FL                    201,477                     117,907        83,570       201,477       18,107          2000
JACKSONVILLE, FL                    545,314                     256,434       288,880       545,314       62,589          2000
ORLANDO, FL                         867,515                     401,435       466,080       867,515      100,982          2000
</Table>

                                      -41-
<PAGE>
<Table>
<Caption>
                               Initial Cost       Cost             Gross Amount at Which Carried                        Date of
                               of Leasehold    Capitalized             at Close of Period              Accumulated      Initial
                              or Acquisition    Subsequent     -----------------------------------    Depreciation    Leasehold or
                              Investment to    to Initial                 Building and                    and         Acquisition
Description                    Company (1)     Investment (1)    Land     Improvements   Total (2)    Amortization   Investment(1)
- -----------                   --------------   --------------  --------   ------------   ---------    ------------   -------------
<S>                           <C>              <C>             <C>        <C>            <C>          <C>            <C>
MISC. INVESTMENTS                 4,121,031     13,079,803    2,092,936    15,106,898    17,199,834   13,693,663
                               ------------- -------------- ------------ ------------- ------------- ------------
                               $261,493,932    $85,097,218  $156,570,995 $190,019,155  $346,590,150  $106,462,900
                               ============= ============== ============ ============= ============= ============

</Table>

(1) Initial cost of leasehold or acquisition investment to company represents
the aggregate of the cost incurred during the year in which the Company
purchased the property for owned properties or purchased a leasehold interest in
leased properties. Cost capitalized subsequent to initial investment also
includes investments made in previously leased properties prior to their
acquisition.

(2) The aggregate cost for federal income tax purposes was approximately
$253,000,000 at December 31, 2004.



                                      -42




<PAGE>


EXHIBIT INDEX

                               GETTY REALTY CORP.
                           Annual Report on Form 10-K
                      for the year ended December 31, 2004

<Table>
<Caption>
 EXHIBIT
   NO.                 DESCRIPTION
 -------               -----------
<S>        <C>                                             <C>
   1.1     Agreement and Plan of Reorganization and        Filed as Exhibit 2.1 to Company's
           Merger, dated as of December 16, 1997           Registration Statement on Form S-4,
           (the "Merger Agreement") by and among           filed on January 12, 1998 (File No.
           Getty Realty Corp., Power Test Investors        333-44065), included as Appendix A To
           Limited Partnership and CLS General             the Joint Proxy Statement/Prospectus
           Partnership Corp.                               that is a part thereof, and incorporated
                                                           herein by reference.

   3.1     Articles of Incorporation of Getty              Filed as Exhibit 3.1 to Company's
           Realty Holding Corp. ("Holdings"), now          Registration Statement on Form S-4,
           known as Getty Realty Corp., filed              filed on January 12, 1998 (File No.
           December 23, 1997.                              333-44065), included as Appendix D. to
                                                           the Joint Proxy/Prospectus that is a
                                                           part thereof, and incorporated herein by
                                                           reference.

   3.2     Articles Supplementary to Articles of           Filed as Exhibit 3.2 to Company's Annual
           Incorporation of Holdings, filed January        Report on Form 10-K for the fiscal year
           21, 1998.                                       ended January 31, 1998 (File No.
                                                           001-13777) and incorporated herein by
                                                           reference.

   3.3     By-Laws of Getty Realty Corp.                   Filed as Exhibit 3.3 to Company's Annual
                                                           Report On Form 10-K for the year ended
                                                           December 31, 2002 (File No. 001-13777)
                                                           and incorporated herein by reference.

   3.4     Articles of Amendment of Holdings,              Filed as Exhibit 3.4 to Company's Annual
           changing its name to Getty Realty Corp.,        Report on Form 10-K for the fiscal year
           filed January 30, 1998.                         ended January 31, 1998 (File No.
                                                           001-13777) and incorporated herein by
                                                           reference.

   3.5     Amendment to Articles of Incorporation of       Filed as Exhibit 99.2 to Company's
           Holdings, filed August 1, 2001.                 Current Report on Form 8-K dated August
                                                           1, 2001(File No. 001-13777) and
                                                           incorporated herein by reference.

   4.1     Dividend Reinvestment/Stock Purchase Plan.      Filed under the heading "Description of Plan"
                                                           on pages 4 through 17 to Company's
                                                           Registration Statement on Form S-3D, filed
                                                           on April 22, 2004 (File No.333-114730) and
                                                           incorporated herein by reference.

  10.1*    Retirement and Profit Sharing Plan              Filed as Exhibit 10.2(b) to Company's
           (amended and restated as of September           Annual Report on Form 10-K for the fiscal
           19, 1996), adopted by the Company on            year ended January 31, 1997. (File No.
           December 16, 1997.                              1-8059) and incorporated herein by
                                                           reference.
</Table>


                                      -43-
<PAGE>


<Table>
<Caption>
 EXHIBIT
   NO.                 DESCRIPTION
 -------               -----------
<S>        <C>                                             <C>
  10.1(a)* Retirement and Profit Sharing (amended          Filed as Exhibit 10.1(a) to Company's
           and restated as of January 1, 2002),            Annual Report on Form 10-K for the year
           adopted by the Company on September 3,          ended December 31, 2002 (File No.
           2002.                                           001-13777) and incorporated herein by
                                                           reference.

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

  10.3     Asset Purchase Agreement among Power            Filed as Exhibit 2(a) to the Current
           Test Corp. (now known as Getty                  Report on Form 8-K of Power Test Corp.,
           Properties Corp.), Texaco Inc., Getty           filed February 19, 1985 (File No.
           Oil Company and Getty Refining and              1-8059) and incorporated herein by
           Marketing Company, dated as of December         reference.
           21, 1984.

  10.4     Trademark License Agreement among Power         Filed as Exhibit 2(b) to the Current
           Test Corp., Texaco Inc., Getty Oil              Report on Form 8-K of Power Test Corp.,
           Company and Getty Refining and Marketing        filed February 19, 1985 (File No.
           Company, dated as of February 1, 1985.          1-8059) and incorporated herein by
                                                           reference.

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

  10.6*    Supplemental Retirement Plan for                Filed as Exhibit 10.22 to the Annual
           Executives of the Company (then known as        Report on Form 10-K for the fiscal year
           Getty Petroleum Corp.) and Participating        ended January 31, 1990 (File No. 1-8059)
           Subsidiaries (adopted by the Company on         of Getty Petroleum Corp. and
           December 16, 1997).                             incorporated herein by reference.

  10.7*    Form of Agreement dated December 9, 1994        Filed as Exhibit 10.23 to the Annual
           between Getty Petroleum Corp. and its           Report on Form 10-K for the fiscal year
           non-director officers and certain key           ended January 31, 1995 (File No. 1-8059)
           employees regarding compensation upon           of Getty Petroleum Corp. and
           change in control.                              incorporated herein by reference.

  10.8*    Form of Agreement dated as of March 7,          Filed as Exhibit 10.27 to the Annual
           1996 amending Agreement dated as of             Report on Form 10-K for the fiscal year
           December 9, 1994 between Getty Petroleum        ended January 31, 1996 (File No. 1-8059)
           Corp. (now known as Getty Properties            of Getty Petroleum Corp. and
           Corp.) and its non-director officers and        incorporated herein by reference.
           certain key employees regarding
           compensation upon change in control (See
           Exhibit 10.11).

  10.9*    Form of letter from Getty Petroleum             Filed as Exhibit 10.19 to Company's
           Corp. dated April 8, 1997, confirming           Annual Report on Form 10-K for the fiscal
           that a change of control event had              year ended January 31, 1998 (File No.
           occurred pursuant to the change of              001-13777) and incorporated herein by
           control agreements. (See Exhibits 10.7          reference.
           and 10.8).
</Table>


                                      -44-
<PAGE>


<Table>
<Caption>
 EXHIBIT
   NO.                 DESCRIPTION
 -------               -----------
<S>       <C>                                             <C>
 10.10*   Form of Agreement dated March 9, 1998,          Filed as Exhibit 10.20 to Company's
          from the Company to certain officers and        Annual Report on Form 10-K for the fiscal
          key employees, adopting the prior change        year ended January 31, 1998 (File No.
          of control agreements, as amended, and          001-13777) and incorporated and
          further amending those agreements. (See         incorporated herein by reference.
          Exhibits 10.7, 10.8 and 10.9).

 10.11    Form of Reorganization and Distribution         Filed as Exhibit 10.29 to the Annual
          Agreement between Getty Petroleum Corp.         Report on Form 10-K for the fiscal year
          (now known as Getty Properties Corp.)           ended January 31, 1997 (File No. 1-8059)
          and Getty Petroleum Marketing Inc. dated        of Getty Petroleum Corp. and
          as of February 1, 1997.                         incorporated herein by reference

 10.12    Form of Tax Sharing Agreement between           Filed as Exhibit 10.32 to the Annual
          Getty Petroleum Corp (now known as              Report on Form 10-K for the fiscal year
          Getty. Properties Corp.) and Getty              ended January 31, 1997 (File No. 1-8059)
          Petroleum Marketing Inc.                        of Getty Petroleum Corp. and
                                                          incorporated herein by reference.

 10.13*   Form of Stock Option Reformation                Filed as Exhibit 10.33 to the Annual
          Agreement made and entered into as of           Report on Form 10-K for the fiscal year
          March 21, 1997 by and between Getty             ended January 31, 1997 (File No. 1-8059)
          Petroleum Corp. (now known as Getty             of Getty Petroleum Corp. and
          Properties Corp.) and Getty Petroleum           incorporated herein by reference.
          Marketing Inc.

 10.14    Consolidated, Amended and Restated              Filed as Exhibit 10.21(a) to Company's
          Master Lease Agreement dated November 2,        Quarterly Report on Form 10-Q dated
          2000 between Getty Properties Corp. and         December 15, 2000 (File No. 001-13777)
          Getty Petroleum Marketing Inc.                  and incorporated herein by reference.

 10.15    Environmental Indemnity Agreement dated         Filed as Exhibit 10.30 to Company's
          November 2, 2000 between Getty                  Quarterly Report on Form 10-Q dated
          Properties Corp. and Getty Petroleum            December 15, 2000 (File No. 001-13777)
          Marketing Inc.                                  and incorporated herein by reference.

 10.17    Amended and Restated Trademark License          Filed as Exhibit 10.23(a) to Company's
          Agreement, dated November 2, 2000,              Quarterly Report on Form 10-Q dated
          between Getty Properties Corp. and Getty        December 15, 2000 (File No. 001-13777)
          Petroleum Marketing Inc.                        and incorporated herein by reference.

 10.18    Trademark License Agreement, dated              Filed as Exhibit 10.23(b) to Company's
          November 2, 2000, between Getty (TM)            Quarterly Report on Form 10-Q dated
          Corp. and Getty Petroleum Marketing Inc.        December 15, 2000 (File No. 001-13777)
                                                          and incorporated herein by reference.

 10.19    Asset Purchase Agreement by and between         Filed as Exhibit 10.19 to Company's
          Jems of New England, Inc., Charlex,             Annual Report on Form 10-K for the year
          Inc., Jems Enterprises, Inc., and               ended December 31, 2002 (File No.
          Robbins Realty Corp., and Getty                 001-13777) and incorporated herein by
          Properties Corp.                                reference.

 10.20*   2004 Getty Realty Corp. Omnibus Incentive       Filed as Appendix B to the Definitive
          Compensation Plan.                               Proxy Statement of Getty Realty Corp.,
                                                          filed April 9, 2004 (File No.
                                                          001-13777) and incorporated herein by
                                                          reference.
</Table>


                                      -45-
<PAGE>



<Table>
<Caption>
 EXHIBIT
   NO.                 DESCRIPTION
 -------               -----------
<S>        <C>                                                     <C>
 10.20.1*  Form of restricted stock unit grant award under         (a)
           the 2004 Getty Realty Corp. Omnibus Incentive
           Compensation Plan.

 13        Annual Report to Shareholders for the                   (b)
           fiscal year ended December 31, 2004.

 14        The Getty Realty Corp. Business Conduct                 Filed as Exhibit 14 to Company's
           Guidelines (Code of Ethics).                            Annual Report on Form 10-K for the year
                                                                   ended December 31, 2003 (File No.
                                                                   001-13777) and incorporated herein by
                                                                   reference.

 21        Subsidiaries of the Company.                            (a)

 23        Consent of Independent Registered Public                (a)
           Accounting Firm.

 31.1      Rule 13a-14(a) Certification of Chief                   (a)
           Financial Officer.

 31.2      Rule 13a-14(a) Certification of Chief                   (a)
           Executive Officer.

 32.1      Section 1350 Certification of Chief Executive           (c)
           Officer.

 32.2      Section 1350 Certification of Chief Financial           (c)
           Officer.
</Table>
- -----------
(a) Filed herewith.

(b) With the exception of information expressly incorporated herein by direct
reference thereto, the Annual Report to Shareholders for the fiscal year ended
December 31, 2004 is not deemed to be filed as part of this Annual Report on
Form 10-K or incorporated therein.

(c) Furnished herewith. These certifications are being furnished solely to
accompany the Report pursuant to 18 U.S.C. Section. 1350, and are not being
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, and are not to be incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.

* Management contract or compensatory plan or arrangement.


                                      -46-
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                   Getty Realty Corp.
                                   (Registrant)
                                   By: /s/ Thomas J. Stirnweis
                                       -----------------------
                                   Thomas J. Stirnweis,
                                   Vice President, Treasurer and
                                   Chief Financial Officer
                                   March 11, 2005


     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Annual Report on Form 10-K has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.

                By: /s/ Leo Liebowitz           By: /s/ Thomas J. Stirnweis
                    -----------------               -----------------------
                Leo Liebowitz                    Thomas J. Stirnweis
                Chairman, Chief Executive        Vice President, Treasurer and
                Officer and Director             Chief Financial Officer
                March 11, 2005                   (Principal Financial and
                                                 Accounting Officer)
                                                 March 11, 2005

                By: /s/ Milton Cooper           By: /s/ Philip E. Coviello
                    -----------------               ----------------------
                Milton Cooper                    Philip E. Coviello
                Director                         Director
                March 11, 2005                   March 11, 2005

                By: /s/ Howard Safenowitz       By: /s/ Warren G. Wintrub
                    ---------------------           ---------------------
                Howard Safenowitz                Warren G. Wintrub
                Director                         Director
                March 11, 2005                   March 11, 2005


                                      -47-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.20.1
<SEQUENCE>2
<FILENAME>c93068exv10w20w1.txt
<DESCRIPTION>FORM OF RESTRICTED STOCK UNIT GRANT AWARD
<TEXT>
<PAGE>
                                                                EXHIBIT 10.20.1


         FORM OF RESTRICTED STOCK UNIT GRANT AWARD UNDER THE 2004 GETTY
                REALTY CORP. OMNIBUS INCENTIVE COMPENSATION PLAN




                         RESTRICTED STOCK UNIT AGREEMENT


          THIS RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"), dated as of
____________ (the "Grant Date"), between Getty Realty Corp. (the "Company"), and
___________________ ("Holder").

                                    RECITALS

          A. The Company has adopted the Getty Realty Corp. 2004 Omnibus
Incentive Compensation Plan (the "Plan") (the terms of which are hereby
incorporated by reference and made part of this Agreement).

          B. The Committee appointed to administer the Plan has determined that
it would be to the advantage and best interest of the Company and its
shareholders to award Restricted Stock Units to Holder as an inducement for
Holder to remain in the service of the Company and as an incentive for increased
efforts during such service, and has advised the Company thereof and instructed
the undersigned officer(s) to award such Restricted Stock Units to Holder,
subject to the restrictions and conditions contained in this Agreement.

                                   AGREEMENTS

          In consideration of services to be rendered to the Company and the
other mutual covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:

     1. Definitions. As used in this Agreement, the following terms shall have
the following definitions ascribed to them:

          (a) "Cause" shall mean a determination by the Committee that the
Holder's employment was terminated due to: (i) the Holder's conviction of any
crime (whether or not involving the Company) constituting a felony in the
applicable jurisdiction; (ii) conduct of the Holder related to the Holder's
employment for which either criminal or civil penalties may be sought against
the Holder and/or the Company; (iii) material violation of the Company's
Business Conduct Guidelines, including, but not limited to those relating to
sexual harassment, the disclosure or misuse of confidential information, or
those set forth in other Company manuals or statements of policy; or (iv)
serious neglect or misconduct in the performance of the Holder's duties for the
Company or willful or repeated failure or refusal to perform such duties.

          (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c) "Committee" shall mean the Compensation Committee of the Company's
Board of Directors, or another committee or subcommittee of the Board.

          (d) "Disability" shall mean a disability described in Section
442(c)(6) of the Code. The existence of a Disability shall be determined by the
Committee in its sole and absolute discretion.



<PAGE>

          (e) "Fair Market Value" of a share of Common Stock as of a given date
shall be (i) the closing price of a share of Common Stock on the principal
exchange on which shares of Common Stock are then trading, if any (or as
reported on any composite index which includes such principal exchange), on the
trading day previous to such date, or if shares were not traded on the trading
day previous to such date, then on the next preceding date on which a trade
occurred, or (ii) if Common Stock is not traded on an exchange but is quoted on
Nasdaq or a successor quotation system, the mean between the closing
representative bid and asked prices for the Common Stock on the trading day
previous to such date as reported by Nasdaq or such successor quotation system,
or (iii) if Common Stock is not publicly traded on an exchange and not quoted on
Nasdaq or a successor quotation system, the Fair Market Value of a share of
Common Stock as established by the Administrator acting in good faith."

          (f) "Termination of Employment" shall mean the time when the
employee-employer relationship between the Holder and the Company or any
Subsidiary is terminated for any reason, with or without Cause, including, but
not by way of limitation, a termination by resignation, discharge, death,
Disability or Retirement; but excluding (a) terminations where there is a
simultaneous reemployment or continuing employment of the Holder by the Company
or any Subsidiary, (b) at the discretion of the Committee, terminations which
result in a temporary severance of the employee-employer relationship, and (c)
at the discretion of the Committee, terminations which are followed by the
simultaneous establishment of a consulting relationship by the Company or a
Subsidiary with the Holder.

     2. Grant of Restricted Stock Units. Subject to the terms and conditions of
the Plan and this Agreement, the Company hereby grants ________ Restricted Stock
Units ("Units") to Holder, to be credited to a separate account maintained for
Holder on the books of the Company (the "Account"). On any date, the value of
each Unit shall equal the Fair Market Value of one share of the common stock of
the Company, par value $0.01 per share ("Common Stock").

     3. Vesting. (a) Subject to the accelerated vesting provisions set forth in
Section 2(b) below, the Units shall vest, on a cumulative basis, with respect to
20% of the Units on the first anniversary of the Grant Date, and as to an
additional 20% on each succeeding anniversary of the Grant Date (each such date,
a "Vesting Date"), so as to be 100% vested on the fifth anniversary thereof,
provided that Holder is employed by the Company or a Subsidiary on each such
date.

          (b) Notwithstanding the foregoing:

               1.   the Units shall vest as to 100% of the then unvested Units
                    in the Holder's Account upon the Holder's Termination of
                    Employment by the Company without Cause;

               2.   the Units shall vest as to 100% of the then unvested Units
                    in the Holder's Account upon the Holder's death; and

               3.   if the Holder incurs a Termination of Employment for any
                    reason other than by the Company without Cause, all Units
                    which have not vested at the time of such termination shall
                    be automatically forfeited.


                                      -2-
<PAGE>


     4. Settlement. Each vested Unit credited to the Holder's Account will be
settled by the Company (and, upon such settlement, cease to be credited to the
Holder's Account) by either (a) the issuance to the Holder of one share of
Common Stock or (b) a payment to the Holder of an amount equal to the Fair
Market Value of a share of Common Stock on the Settlement Date (hereinafter
defined), such election to be made by the Committee in its sole and absolute
discretion. Settlement of vested Units shall occur on the date (the "Settlement
Date") that is the later to occur of (i) the first anniversary of the Grant
Date, or (ii) within 30 days after the Holder's Termination of Employment,
unless the Holder is a "specified employee" within the meaning of Section 409A
of the code at the time of his/her Termination of Employment, in which case
settlement shall occur on the first day following the six month anniversary of
the Holder's Termination of Employment. Notwithstanding the foregoing, the
Committee may settle vested Units on a date that is earlier than the Settlement
Date described above if in its sole and absolute discretion the Committee
determines that the Holder has incurred an "unforeseeable emergency" within the
meaning of Section 409A(a)(2)(b)(ii) of the Code, in which case, such date shall
be a "Settlement Date" under this Agreement.

     5. Dividend Equivalent. If on any date the Company pays any dividend on the
Common Stock (the "Payment Date"), then Holder shall receive, within 14 days
after the Payment Date, a cash payment equal to the product of (i) the number of
Units in the Holder's Account that have vested as of the Payment Date,
multiplied by (ii) the per share cash amount of such dividend (or, in the case
of a dividend payable in Common Stock or in property other than cash, the per
share equivalent cash value of such dividend, as determined in good faith by the
Committee). For purposes of this paragraph only, the Units shall be treated as
being 100% vested as of the date hereof.

     6. Restrictions. The Units granted hereunder may not be sold, pledged or
otherwise transferred (other than by will or the laws of descent and
distribution) and may not be subject to lien, garnishment, attachment or other
legal process. The Holder acknowledges and agrees that, with respect to each
Unit credited to his Account, Holder has no voting rights with respect to the
Company unless and until such Unit is settled in Common Stock.

     7. Taxation. On each Vesting Date, Holder will be obligated to pay all
Social Security, Withholding and other (income based) taxes, that are due and
payable by reason of the vesting of Units on such date. If Holder shall fail to
deliver to the Company the entire amount of such Security, Withholding and other
(income based) taxes, prior to the payment of Holder's next regular salary
payment, then the Company shall have the right to withhold from such salary
payment the unpaid amount of such Security, Withholding and other (income based)
taxes. Additionally, upon the settlement of vested Units in cash on the
Settlement Date, the Company shall have the right to withhold from such cash
settlement an amount sufficient to satisfy all applicable Security, Withholding
and other (income based) taxes. Upon the settlement of vested Units in Common
Stock, the Holder shall be required as a condition of such settlement to pay to
the Company by check the amount of any Security, Withholding and other (income
based) taxes that the Company determines is required to be paid; provided,
however, that, with the prior written consent of the Committee, the Holder may
elect to satisfy such payment obligation by having the Company withhold from the
settlement that number of shares of Common Stock having a Fair Market Value
equal to the amount of such payment; and provided further, however, that the
number of shares that may be so withheld by the Company shall be limited to



                                      -3-
<PAGE>


that number of shares of Common Stock having an aggregate Fair Market Value on
the date of such withholding equal to the aggregate amount of the Holder's
payment obligation on that date (i.e. Holder's federal and state income and
payroll tax liabilities based upon the applicable minimum statutory withholding
rates for federal and state income and payroll tax purposes).

     8. No Effect on Employment. Neither this Agreement nor the Units granted
hereunder shall confer upon Holder any right to, or impose upon Holder any
obligation of, continued employment with the Company and shall not in any way
modify or restrict any right the Company may otherwise have to terminate such
employment.

     9. Notices. Any notice hereunder to any party shall be effective upon
receipt (or refusal of receipt) and shall be in writing and delivered personally
or sent by telecopy, or certified or registered mail, postage prepaid, as
follows:

     (a) If to the Company:

                   Getty Realty Corp.
                   125 Jericho Turnpike, Ste. 103
                   Jericho, NY  11753
                   Attn: Chairman, Compensation Committee

     (b) If to the Holder, to the address set forth on the signature page
hereof,

or at any other address as any party shall have specified by notice in writing
to the other party.

     10. Miscellaneous.

          (a) All amounts credited to the Holder's Account under this Agreement
shall continue for all purposes to be a part of the general assets of the
Company. The Holder's interest in the Account shall make him only a general,
unsecured creditor of the Company.

          (b) This Agreement, together with the Plan, constitutes the entire
agreement of the parties with respect to the subject matter hereof and may not
be modified or amended except by a written agreement signed by the Company and
Holder. In the event that any provision of this Agreement shall conflict with
any provision of the Plan, the provision of this Agreement shall control, except
to the extent that the same would violate applicable law.

          (c) Capitalized terms not defined herein shall have the meaning
ascribed to such terms in the Plan.

          (d) The Units shall be subject to adjustment in accordance with
Section 8.3 of the Plan.

          (e) No waiver of any breach or default hereunder shall be considered
valid unless in writing, and no such waiver shall be deemed a waiver of any
subsequent breach or default of the same or similar nature.


                                      -4-
<PAGE>




          (f) Except as otherwise expressly provided herein, this Agreement
shall be binding upon and inure to the benefit of the Company and its successors
and assigns and the Holder and his heirs and personal representatives.

          (g) If any provision of this Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this Agreement, and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.

          (h) The section headings contained herein are for the purposes of
convenience only and are not intended to define or limit the contents of said
sections. Except as may otherwise be expressly provided, all references herein
to "Section" or "Sections" shall mean the applicable section or sections of this
Agreement.

          (i) Words in the singular shall be read and construed as though in the
plural and words in the plural shall be read and construed as though in the
singular in all cases where they would so apply.

          (j) This Agreement may be executed in one or more counterparts, all of
which taken together shall be deemed one original.

          (k) This Agreement shall be deemed to be a contract under the laws of
the State of New York and for all purposes shall be construed and enforced in
accordance with the internal laws of said state without regard to the principles
of conflicts of law.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written.

                                            GETTY REALTY CORP.

                                            By:
                                                -------------------------------
                                                Leo Liebowitz, Chairman and CEO

- -------------------------------
[Holder]

- -------------------------------
Residence Address:

- -------------------------------
Social Security Number:



                                      -5-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>3
<FILENAME>c93068exv13.txt
<DESCRIPTION>ANNUAL REPORT TO SHAREHOLDERS
<TEXT>
<PAGE>
                                                                      EXHIBIT 13

                       GETTY REALTY CORP. AND SUBSIDIARIES
                             SELECTED FINANCIAL DATA
        (in thousands, except per share amounts and number of properties)

<Table>
<Caption>
                                                           FOR THE YEARS ENDED                            FOR THE ELEVEN
                                                              DECEMBER 31,                                 MONTHS ENDED
                                           ---------------------------------------------------------       DECEMBER 31,
                                             2004            2003              2002          2001             2000(a)
                                           ---------      ---------         ---------      ---------      --------------
<S>                                        <C>            <C>               <C>            <C>            <C>
OPERATING DATA:
Revenues from rental properties            $  66,331      $  66,601         $  67,157      $  68,322         $  53,916
Earnings before income taxes                  39,352         36,887            36,163         32,083            18,950
(Benefit) provision for income taxes              --             --                --        (36,648)(b)         7,875
                                           ---------      ---------         ---------      ---------         ---------
Net earnings                                  39,352         36,887            36,163         68,731            11,075
Diluted earnings per common share               1.59           1.49(c)           1.44           3.18               .47
Diluted weighted average common
   shares outstanding                         24,721         23,082            21,446         16,244            12,818
Cash dividends declared per share:
   Preferred                                      --          1.159             1.866          5.975 (d)         1.775
   Common                                      1.700          1.675             1.650          5.275 (d)           .60
FUNDS FROM OPERATIONS (e):
Earnings before income taxes                  39,352         36,887            36,163         32,083            18,950
Preferred stock dividends                         --         (2,538)           (5,350)        (5,088)(f)        (5,098)
                                           ---------      ---------         ---------      ---------         ---------
Earnings before income taxes
   applicable to common shareholders          39,352         34,349            30,813         26,995            13,852
Depreciation and amortization                  7,490          8,411             9,016          9,281             9,196
Gains on sales of real estate                   (618)          (928)           (1,153)          (990)           (1,106)
Cumulative effect of accounting change            --            550                --             --                --
                                           ---------      ---------         ---------      ---------         ---------
Funds from operations available to
common shareholders                           46,224         42,382            38,676         35,286            21,942
Straight-line rent                            (4,464)        (5,537)           (6,728)        (8,388)               --
                                           ---------      ---------         ---------      ---------         ---------
Adjusted funds from
operations available to
common shareholders                           41,760         36,845            31,948         26,898            21,942
BALANCE SHEET DATA
   (AT END OF PERIOD):
Real estate before accumulated
   depreciation and amortization             346,590        318,222           308,054        311,352           313,037
Total assets                                 290,728        272,003           282,491        288,188           255,725
Total debt                                    24,509            844               923            997            49,969
Shareholders' equity                         225,503        228,025           233,426        237,773           128,099
                                           =========      =========         =========      =========         =========
NUMBER OF PROPERTIES:
Owned                                            795            772               739            744               753
Leased                                           250            256               310            335               344
                                           ---------      ---------         ---------      ---------         ---------
Total properties                               1,045          1,028             1,049          1,079             1,097
                                           ---------      ---------         ---------      ---------         ---------
</Table>

- ----------
     (a)  The Company's fiscal year end changed to December 31 from January 31,
          effective December 31, 2000.

     (b)  Represents a tax benefit due to the reversal of previously accrued
          income taxes that the Company would no longer be required to pay as a
          REIT.

     (c)  Diluted earnings per common share of $1.51 before the impact of the
          cumulative effect of accounting change.

     (d)  Includes $4.20 and $4.15 per share "earnings and profits" cash
          distribution paid on August 2, 2001 to preferred and common
          shareholders, respectively.

     (e)  In addition to measurements defined by generally accepted accounting
          principles ("GAAP"), our management also focuses on funds from
          operations available to common shareholders ("FFO") and adjusted funds
          from operations available to common shareholders ("AFFO") to measure
          our performance. FFO is generally considered to be an appropriate
          supplemental non-GAAP measure of the performance of real estate
          investment trusts ("REITs"). FFO is defined by the National
          Association of Real Estate Investment Trusts as net earnings before
          depreciation and amortization, gains or losses on sales of real
          estate, non-FFO items reported in discontinued operations,
          extraordinary items, and cumulative effect of accounting change. Other
          REITs may use definitions of FFO and or AFFO that are different than
          ours and, accordingly, may not be comparable.

          We believe that FFO is helpful to investors because FFO excludes
          various items included in GAAP net earnings that do not relate to, or
          are not indicative of, our fundamental operating performance such as
          gains or losses from property sales and depreciation and amortization.
          In our case, however, GAAP net earnings and FFO include the
          significant impact of straight-line rent on our recognition of revenue
          from rental properties, which largely results from 2% annual rental
          increases scheduled under a master lease. In accordance with GAAP, the
          aggregate minimum rent due over the initial fifteen year term of the
          master lease is recognized on a straight-line basis rather than when
          due. As a result, management pays particular attention to AFFO, a
          supplemental non-GAAP performance measure that we define as FFO less
          straight-line rent. In management's view, AFFO provides a more
          accurate depiction of the impact of the scheduled rent increases under
          the maser lease than FFO. Neither FFO nor AFFO represent cash
          generated from operating activities calculated in accordance with
          generally accepted accounting principles and therefore should not be
          considered an alternative for GAAP net earnings or as a measure of
          liquidity. The provision (benefit) for income taxes has been excluded
          in calculating FFO and AFFO in 2001 and 2000 in order make the
          comparison to these earlier periods more meaningful.

     (f)  Excludes $4.20 per share "earnings and profits" cash distribution paid
          on August 2, 2001 to preferred shareholders.



                                      -7-
<PAGE>
                       GETTY REALTY CORP. AND SUBSIDIARIES
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                of Financial Condition and Results of Operations

GENERAL

We are a real estate investment trust specializing in the ownership and leasing
of retail motor fuel and convenience store properties and petroleum distribution
terminals. We elected to be taxed as a REIT under the federal income tax laws
beginning January 1, 2001. As a REIT, we are not subject to federal corporate
income tax on the taxable income we distribute to our shareholders. In order to
continue to qualify for taxation as a REIT, we are required, among other things,
to distribute at least 90% of our taxable income to shareholders each year.

     We lease or sublet our properties primarily to distributors and retailers
engaged in the sale of gasoline and other motor fuel products, convenience store
products and automotive repair services. Nearly all of our properties are leased
or sublet to third-party operators who are responsible for the payment of taxes,
maintenance, repair, insurance and other operating expenses and for managing the
actual operations conducted at these properties. Nine hundred forty-nine of our
one thousand forty-five properties are leased on a long-term basis under a
master lease (the "Master Lease") and a coterminous supplemental lease for one
property, (collectively the "Marketing Leases") to Getty Petroleum Marketing
Inc. ("Marketing") which was spun-off to our shareholders as a separate publicly
held company in March 1997. In December 2000, Marketing was acquired by a
subsidiary of OAO Lukoil ("Lukoil"), one of Russia's largest integrated oil
companies.

     We rely upon revenues from leasing retail motor fuel and convenience store
properties and petroleum distribution terminals, primarily to Marketing, for
substantially all of our revenues (95.5% for the year ended December 31, 2004).
Accordingly, our revenues will be dependent to a large degree on the economic
performance of Marketing and of the petroleum marketing industry and any factor
that adversely affects Marketing or our other lessees may have a material
adverse effect on our financial condition and results of operations. In the
event that Marketing cannot or will not perform its monetary obligations under
the Marketing Leases with us, our financial condition and results of operations
would be materially adversely affected. Although Marketing is wholly owned by a
subsidiary of Lukoil, no assurance can be given that Lukoil will cause Marketing
to fulfill any of its monetary obligations under the Marketing Leases.

     We periodically receive and review Marketing's financial statements and
other financial data. We receive this information from Marketing pursuant to the
terms of the Master Lease. This information is not publicly available and the
terms of the Master Lease prohibit us from including this financial information
in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q or in our
Annual Report to Shareholders. As a result, the financial performance of
Marketing may deteriorate, and Marketing may ultimately default on its monetary
obligations to us before we receive financial information from Marketing that
would indicate the deterioration or before we would have the opportunity to
advise our shareholders of any increased risk of default.

     Certain financial and other information concerning Marketing is available
from Dun & Bradstreet and may be accessed by their web site (www.dnbsearch.com)
upon payment of their fee.

     If Marketing does not fulfill its monetary obligations to us under the
Marketing Leases, our financial condition and results of operations will be
materially adversely affected. Based on our review of the financial statements
and other financial data Marketing has provided to us to date, we believe that
Marketing has the ability to make its rent payments to us under the Marketing
Leases timely when due.

     In August 2003, we called for redemption of all our outstanding preferred
stock. Prior to the September 24, 2003 redemption date, shareholders with 98% of
the preferred stock exercised their right to convert their shares of preferred
stock into 3.2 million shares of common stock. The remaining shares of
outstanding preferred stock were redeemed for an aggregate amount, including
accrued dividends through the call date, of $1.2 million.

     We manage our business to enhance the value of our real estate portfolio
and, as a REIT, place particular emphasis on minimizing risk and generating cash
sufficient to make required distributions to shareholders of at least ninety
percent of our taxable income each year. In addition to measurements defined by
generally accepted


                                      -8-
<PAGE>

accounting principles ("GAAP"), our management also focuses on funds from
operations available to common shareholders ("FFO") and adjusted funds from
operations available to common shareholders ("AFFO") to measure our performance.
FFO is generally considered to be an appropriate supplemental non-GAAP measure
of performance of REITs. FFO is defined by the National Association of Real
Estate Investment Trusts as net earnings before depreciation and amortization,
gains or losses on sales of real estate, non-FFO items reported in discontinued
operations, extraordinary items and cumulative effect of accounting change.
Other REITs may use definitions of FFO and or AFFO that are different than ours
and, accordingly, may not be comparable.

     We believe that FFO is helpful to investors in measuring our performance
because FFO excludes various items included in GAAP net earnings that do not
relate to, or are not indicative of, our fundamental operating performance such
as gains or losses from property sales and depreciation and amortization. In our
case, however, GAAP net earnings and FFO include the significant impact of
straight-line rent on our recognition of revenues from rental properties, which
largely results from 2% annual rental increases scheduled under the Master
Lease. In accordance with GAAP, the aggregate minimum rent due over the initial
fifteen-year term of the Master Lease is recognized on a straight-line basis
rather than when due. As a result, management pays particular attention to AFFO,
a supplemental non-GAAP performance measure that we define as FFO less
straight-line rent. In management's view, AFFO provides a more accurate
depiction of the impact of scheduled rent increases under the Master Lease, than
FFO. Neither FFO nor AFFO represent cash generated from operating activities
calculated in accordance with generally accepted accounting principles and
therefore should not be considered an alternative for GAAP net earnings or as a
measure of liquidity. FFO and AFFO are reconciled to net earnings in Selected
Financial Data on page 7.


RESULTS OF OPERATIONS

Year ended December 31, 2004 compared to year ended December 31, 2003

Revenues from rental properties for the year ended December 31, 2004 were $66.3
million compared to $66.6 million for 2003. We received approximately $58.9
million in 2004 and $58.7 million in 2003 of rent from properties leased to
Marketing under the Marketing Leases. We also received $2.9 million in 2004 and
$2.3 million in 2003 from other tenants. The increase in rent received was
primarily due to $0.5 million of rent from properties acquired in November 2004
and rent escalations and was partially offset by the effect of lease
terminations and property dispositions. In addition, revenues from rental
properties include $4.5 million in 2004 and $5.5 million in 2003 of deferred
rental revenue recognized, as required by GAAP, primarily related to the 2%
future annual rent increases due from Marketing under the terms of the Master
Lease. The aggregate minimum rent due over the initial fifteen-year term of the
Master Lease is recognized on a straight-line basis rather than when due.

     Rental property expenses, which are principally comprised of rent expense
and real estate and other state and local taxes, were $9.8 million for 2004, a
decrease of $0.8 million from 2003. The decrease was primarily due to a
reduction in rent expense of $0.8 million as a result of the full year impact of
43 lease purchase options exercised in 2003 and an additional 8 lease purchase
options exercised in 2004, partially offset by $0.1 million of rent expense from
leasehold interests acquired in November 2004.



                                      -9-
<PAGE>

     Environmental expenses for 2004 were $6.0 million, a decrease of $1.6
million from 2003. Environmental expenses for 2004 include a net change in
estimated remediation costs and accretion expense aggregating $3.3 million, a
$2.1 million decrease from the prior year. The decrease in the net change in
estimated environmental costs was principally due to increases in expected
recoveries from underground storage tank funds related to both past and future
environmental spending partially offset by increases in changes in estimated
remediation costs. The decrease in the net change in estimated remediation costs
was partially offset by an increase in the amount accrued for environmental
litigation of $0.5 million.

     General and administrative expenses for 2004 were $5.0 million compared to
$4.1 million for 2003. The increase was primarily caused by approximately $0.4
million of higher legal and audit expenses, including internal controls review
costs, incurred in 2004, primarily due to compliance with various requirements
the Sarbanes-Oxley Act of 2002. The increase was also due to a smaller credit to
insurance loss reserves recorded in 2004 as compared to 2003 and higher
insurance premiums. A credit of $0.5 million was recorded in 2003 and a smaller
credit of $0.3 million was recorded in 2004. The insurance loss reserves were
established under our self funded insurance program that was terminated in 1997.

     Depreciation and amortization expense for 2004 was $7.5 million, a decrease
of $0.9 million from 2003, as a result of certain assets becoming fully
depreciated and dispositions of properties, partially offset by $0.2 million of
depreciation and amortization expense on properties and leasehold interests
acquired in November 2004.

     Other income was $1.5 million for 2004 as compared with $1.7 million for
2003. The $0.2 million decrease was due to lower gains on dispositions of
properties, investment income and other items, partially offset by $0.4 million
of income recorded in the fourth quarter of 2004 due to the elimination of
reserves for late paying mortgage note receivable accounts and late fees
recognized related to mortgage notes that were renegotiated in 2004 and are now
current.

     The cumulative effect of accounting change recorded for 2003 is due to the
adoption of Statement of Financial Accounting Standards No. ("SFAS") 143
effective January 1, 2003. Accrued environmental remediation costs and the
related recoveries from state underground storage tank funds were adjusted to
their estimated fair value resulting in a one-time cumulative effect of change
in accounting charge of $0.6 million in 2003 (see "Environmental Matters"
below).

     As a result, our net earnings of $39.4 million in 2004 increased $2.5
million, or 6.7%, over 2003 due to the items discussed above. FFO increased $3.8
million, or 9.1%, to $46.2 million in 2004, principally due to the elimination
of $2.5 million in preferred stock dividends partially offset by the impact of
lower depreciation expense recorded in 2004 and the one-time accounting charge
recorded in 2003. The preferred stock dividends were eliminated as a result of
the conversion of 98% of our outstanding convertible preferred stock into 3.2
million common shares and the redemption of the remaining preferred shares in
September 2003. AFFO increased $4.9 million, or 13.3%, to $41.8 million in 2004.
AFFO increased more than FFO on both a dollar and percentage basis due to $1.1
million in lower deferred rental revenues (which are included in FFO, but
excluded from AFFO) recorded in 2004 as compared to 2003.

     Diluted earnings per common share in 2004 increased 6.7% to $1.59 per
share, as compared to $1.49 per share in 2003. Diluted FFO per common share
increased 2.8% to $1.87 per share in 2004, as compared to $1.82 per share in
2003 and diluted AFFO per common share increased 6.3% to $1.69 per share in
2004, as compared to $1.59 per share in 2003. The percentage changes in FFO per
common share and AFFO per common share are different than the respective
percentage changes in FFO and AFFO, when compared to the prior year period,
since the diluted per share amounts for 2004 reflect the actual September 2003
conversion and redemption of our preferred shares discussed above, while the per
share amounts for 2003 reflect the assumed conversion of our outstanding
preferred stock as if the conversion had occurred at the beginning of the year.
Accordingly, preferred stock dividends of $2.5 million were added back to FFO
and AFFO in calculating FFO and AFFO per share amounts in 2003. The effect of
the potential dilution from the assumed conversion utilizing the two class
method in computing earnings per share would have been anti-dilutive and was not
assumed. There were no preferred shares outstanding during the year ended 2004.


                                      -10-
<PAGE>


Year ended December 31, 2003 compared to year ended December 31, 2002

Revenues from rental properties for the year ended December 31, 2003 were $66.6
million compared to $67.2 million for 2002. We received approximately $58.7
million in 2003 and $58.1 million in 2002 of rent from properties leased to
Marketing under the Master Lease. We also received $2.3 million in 2003 and 2002
from other tenants. The increase in rent received was primarily due to rent
escalations and was partially offset by the effect of lease terminations and
property dispositions. In addition, revenues from rental properties include $5.5
million in 2003 and $6.7 million in 2002 of deferred rental revenue.

     Rental property expenses, were $10.7 million for 2003, a decrease of $1.3
million from 2002. The decrease was primarily due to a reduction in rent expense
of $1.1 million as a result of the exercise of 43 lease purchase options,
including the acquisition of 41 leased properties in May 2003 for an aggregate
purchase price of approximately $13.0 million.

     Environmental expenses for 2003 were $7.6 million, a decrease of $1.1
million from 2002. Environmental expenses for 2003 include $4.2 million for the
net change in estimated environmental costs, as compared to $6.7 million for the
prior period. The decrease in the net change in estimated environmental costs
from 2002 to 2003 of $2.5 million was due to a required change in the method
used to account for estimated environmental costs and estimated recoveries from
underground storage tank funds beginning in 2003, partially offset by related
accretion expense of $1.3 million recorded in the current period. Effective
January 1, 2003, environmental liabilities and related recoveries are measured
based on their expected future cash flows which have been adjusted for inflation
and discounted to present value (see "Environmental Matters" below). The net
change in estimated environmental costs for 2003 of $4.2 million is primarily
due to reductions in recovery rates used to estimate recoveries from underground
storage tank remediation funds based on recent experience with the funds,
partially offset by reductions in estimated environmental expenses.

     General and administrative expenses for 2003 were $4.1 million compared to
$3.7 million for 2002. The increase was also due to a smaller credit to
insurance loss reserves recorded in 2003 as compared to 2002. A credit of $0.9
million was recorded in 2002 and a smaller credit of $0.5 million was recorded
in 2003. The insurance loss reserves were established under our self funded
insurance program that was terminated in 1997.

     Depreciation and amortization for 2003 was $8.4 million, a decrease of $0.6
million from 2002, as a result of certain assets becoming fully depreciated and
dispositions of properties.

     Other income was $1.7 million for 2003 as compared with $2.5 million for
2002. The $0.8 million decrease was due to lower gains on dispositions of
properties, investment income and other items.

     The cumulative effect of accounting change recorded for 2003 is due to the
adoption of SFAS 143 effective January 1, 2003. Accrued environmental
remediation costs and the related recoveries from state underground storage tank
funds were adjusted to their estimated fair value resulting in a one-time
cumulative effect of change in accounting charge of $0.6 million (see
"Environmental Matters" below).

     As a result, our net earnings were $36.9 million in 2003, an increase of
2.0% over 2002, while FFO increased 9.6% to $42.4 million in 2003 and AFFO
(defined as FFO minus straight-line rent) increased 15.3% to $36.8 million
during the period. AFFO increased more than FFO on both a dollar and percentage
basis due to the $1.2 million reduction in deferred rental revenues recorded in
2003 compared to 2002, which are included in FFO but excluded from AFFO. The
increases in FFO and AFFO were partially due to the reduction in preferred stock
dividends as a result of the conversion and redemption of our outstanding
preferred stock in the quarter ended September 30, 2003. Diluted earnings per
common share in 2003 increased 3.5% to $1.49 compared to $1.44 in 2002, while
FFO per common share and AFFO per common share increased 2.2% and 5.3% to $1.82
and $1.59, respectively. The increases in net earnings, FFO and AFFO per common
share were partly offset by an increase in the weighted number of common shares
outstanding in calculating per share amounts, principally due to the conversion
of preferred shares into 3.2 million common shares.


                                      -11-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of liquidity are available cash and equivalents, the cash
flows from our business and a short-term uncommitted line of credit with
JPMorgan Chase Bank ("JPMorgan"). Management believes that dividend payments and
cash requirements for our business for the next twelve months, including
environmental remediation expenditures, capital expenditures and debt service,
can be met by cash flows from operations, available cash and equivalents and the
credit line. However, we intend to borrow funds to complete the pending
acquisition. See "Subsequent Events" below. As of December 31, 2003, we had a
line of credit amounting to $25.0 million. Total borrowings outstanding under
the uncommitted line of credit at December 31, 2004 were $24.0 million and an
additional $0.2 million was utilized for outstanding letters of credit.
Borrowings under the line of credit are unsecured and bear interest at the prime
rate or, at our option, LIBOR plus 1.25%. The line of credit is subject to
annual renewal in June 2005 at the discretion of the bank. In March 2005 we
entered into a non-binding Commitment Letter with JPMorgan for an unsecured
three-year senior revolving credit facility ("Credit Facility") in the aggregate
amount of $100.0 million which we anticipate will replace the outstanding $25.0
million uncommitted line of credit. We intend to use the Credit Facility to
repay borrowings outstanding under the uncommitted line of credit and to provide
funds for the pending acquisition. We expect that the remaining unused
availability will approximate $55.0 million and will be available for general
corporate purposes including acquisitions. See "Subsequent Events" below.

     We elected to be taxed as a REIT under the federal income tax laws with the
year beginning January 1, 2001. As a REIT, we are required, among other things,
to distribute at least 90% of our taxable income to shareholders each year.
Payment of dividends is subject to market conditions, our financial condition
and other factors, and therefore cannot be assured. Dividends declared for our
common and preferred shareholders aggregated $42.0 million, $41.2 million and
$40.7 million for 2004, 2003 and 2002, respectively.

     We declared common stock dividends of $0.425 per share for the four
quarters of 2004 and the last two quarters of 2003. Common stock dividends were
$0.4125 per share for the first two quarters of 2003 and for the four quarters
of 2002. The Board of Directors declared a common stock dividend of $0.435 per
share in February 2005, which is an increase of $0.01 per share over the prior
quarter. We presently intend to pay common stock dividends of $0.435 per quarter
($1.74 per share on an annual basis).

     In August 2003, we notified holders of Series A Participating Convertible
Redeemable Preferred Stock that the preferred stock would be redeemed on
September 24, 2003 for $25.00 per share plus a mandatory redemption dividend of
$0.271 per share. Prior to the redemption date, shareholders with 98% of the
preferred stock exercised their right to convert 2,816,919 shares of preferred
stock into 3,186,355 shares of common stock at the conversion rate of 1.1312
shares of common stock for each share of preferred stock so converted, and
received cash in lieu of fractional shares of common stock. The remaining 48,849
shares of the outstanding preferred stock were redeemed for $1.2 million which
included accrued dividends through the call date. The preferred stock ceased
accruing dividends and trading on the NYSE in September 2003. In addition to the
mandatory redemption dividend, we declared quarterly cash preferred stock
dividends of $0.44375 per share for the first two quarters of 2003, and for the
first three quarters of 2002. The preferred stock dividend for the fourth
quarter of 2002 was $0.53523 per share.

     In order to initially qualify for REIT status, we were required to make a
distribution to shareholders in an amount at least equal to our accumulated
earnings and profits from the years we operated as a taxable corporation. A
special one-time earnings and profits distribution was paid in August 2001 to
holders of Getty common stock and preferred stock. Determination of accumulated
earnings and profits for federal income tax purposes is extremely complex.
Should the Internal Revenue Service successfully assert that our accumulated
earnings and profits were greater than the amount distributed in 2001, we may
fail to qualify as a REIT; however, we may avoid losing our REIT status by
paying a deficiency dividend to eliminate any remaining accumulated earnings and
profits. We may have to borrow money or sell assets to pay such a deficiency
dividend.


                                      -12-
<PAGE>


     Since we generally lease our properties on a triple-net basis and we do not
capitalize environmental remediation equipment, we do not incur significant
capital expenditures other than those related to acquisitions. Capital
expenditures, including acquisitions, for 2004, 2003 and 2002 amounted to $30.6
million, $14.3 million and $2.8 million, respectively.

     On November 1, 2004, we completed the acquisition of 36 convenience store
and retail motor fuel properties located in Connecticut and Rhode Island for
approximately $25.7 million. Simultaneously with the closing on the acquisition,
we entered into a triple-net lease with a single tenant for all of the
properties. The lease provides for annual rentals at a competitive lease
capitalization rate and provides escalations thereafter. The triple-net lease
has an initial term of fifteen years and provides the tenant options for three
renewal terms of five years each. The lease also provides that the tenant is
responsible for environmental conditions at the properties, including those
properties where remediation activities are ongoing.

     On May 1, 2003, we completed the acquisition of forty-one retail motor fuel
and convenience store properties that we had been leasing for the past twelve
years. The aggregate purchase price for these properties was approximately $13.0
million, excluding transaction costs. Forty of the locations are subleased to
Marketing under the Master Lease through at least 2015. Annual rent expense of
approximately $1.3 million, and future rent escalations scheduled through 2056,
will be eliminated as a result of the acquisition. Since the seller has agreed
to indemnify us for historical environmental costs, and the seller's indemnity
is supported by an escrow fund established solely for that purpose, our exposure
to environmental remediation expenses should not change because of the
acquisition.


SUBSEQUENT EVENTS

On February 23, 2005, we entered into a definitive real estate purchase
agreement to acquire 23 convenience store and retail motor fuel properties in
Virginia for approximately $29.0 million. The closing is expected to be
completed by the end of the first quarter 2005. We also entered into a
triple-net lease with a single tenant for all of the properties. The tenant
currently leases the properties from the seller and operates these locations
under its proprietary convenience store brand in its network of over 200
locations. The lease provides for annual rentals at a competitive lease
capitalization rate and provides for escalations thereafter. The lease has an
initial term of fifteen years and provides the tenant options for three renewal
terms of five years each. The lease also provides that the tenant is responsible
for all existing and future environmental conditions at the properties. An
affiliate of the tenant currently leases other properties from us.

     In March 2005 we entered into a Commitment Letter with JPMorgan for an
unsecured three-year senior revolving credit facility in the aggregate amount of
$100.0 million which we anticipate will replace the outstanding $25.0 million
uncommitted line of credit. Under the terms of the proposed Credit Facility, we
expect to have the option to increase the Credit Facility by $25.0 million and
extend the Credit Facility for one additional year. While the Commitment Letter
is non-binding, is subject to JPMorgan's successful syndication of a substantial
portion of the Credit Facility, and execution of definitive agreements
containing customary terms and conditions, we believe that the Credit Facility
will be committed and available in the second quarter of 2005.

     We anticipate that borrowings under the proposed Credit Facility will bear
interest at a rate equal to the sum of a base rate or a LIBOR rate plus an
applicable margin ranging from 1.25% to 1.75%, which is based on our leverage
ratio, as defined by the Credit Facility. The annual commitment fee on the
unused proposed Credit Facility Fee will range from 0.10% to 0.20%, and will be
based on usage. We expect that the Credit Facility will include financial
covenants such as leverage and coverage ratios and other customary covenants,
including limitations on our ability to incur debt and pay dividends,
maintenance of tangible net worth and events of default, including a change of
control and maintenance of REIT status. We believe that these covenants will not
limit our current business practices.



                                      -13-
<PAGE>


     In addition, JPMorgan has agreed to increase the funds available under the
existing $25.0 million uncommitted line of credit, which expires on June 30,
2005, if required to enable us to complete the acquisition discussed above prior
to funds becoming available under the proposed Credit Facility.


CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

Our significant contractual obligations and commitments and our other commercial
commitments are comprised of borrowings under credit lines, long-term debt,
operating lease payments due to landlords and projected environmental
remediation expenditures, net of projected recoveries from state underground
storage tank funds. In addition, as a REIT we are required to pay dividends
equal to at least ninety percent of our taxable income in order to continue to
qualify as a REIT. Our contractual obligations and estimated commercial
commitments are summarized below (in thousands):

<Table>
<Caption>
                                      TOTAL       2005         2006        2007       2008       2009       2010     THEREAFTER
                                    --------    --------    --------    --------    -------     -------    -------   ----------
<S>                                <C>         <C>         <C>         <C>         <C>         <C>        <C>       <C>
Operating leases                    $ 38,668    $  8,950    $  7,692    $  6,176    $ 4,977     $ 3,254    $ 1,793     $ 5,826
Borrowings under credit lines         24,000      24,000

Long-term debt                           509         285          30          31         33          27         21          82
                                    --------    --------    --------    --------    -------     -------    -------     -------
Total contractual obligations       $ 63,177    $ 33,235    $  7,722    $  6,207    $ 5,010     $ 3,281    $ 1,824     $ 5,908
                                    ========    ========    ========    ========    =======     =======    =======     =======
Environmental remediation
   expenditures (a)                 $ 20,626    $  6,516    $  4,504    $  2,942    $ 1,815     $ 1,113        812     $ 2,924
Recoveries from state underground
   storage tank funds (a)             (5,437)     (1,542)     (1,144)       (845)      (574)       (401)      (287)       (644)
                                    --------    --------    --------    --------    -------     -------    -------     -------
Net environmental remediation
   expenditures (a)                 $ 15,189    $  4,974    $  3,360    $  2,097    $ 1,241     $   712        525     $ 2,280
                                    ========    ========    ========    ========    =======     =======    =======     =======
</Table>

(a)  Projected environmental remediation expenditures and projected recoveries
     from state underground storage tank funds have been adjusted for inflation
     and discounted to present value.

     Generally the leases with our tenants are "triple-net" leases, with the
tenant responsible for the payment of taxes, maintenance, repair, insurance,
environmental remediation and other operating expenses. We estimate that
Marketing makes annual real estate tax payments for properties leased under the
Marketing Leases of approximately $11.6 million and makes additional payments
for other operating expenses related to our properties, including environmental
remediation costs other than those liabilities that were retained by us. These
costs are not reflected in our consolidated financial statements. We have agreed
to reimburse Marketing for one-half of certain capital expenditures for work
required to comply with local zoning requirements up to a maximum amount
designated for each property and an aggregate maximum reimbursement of $875,000.
We have reimbursed Marketing for $265,000 of these costs during 2004 and expect
to reimburse Marketing for the remaining balance in 2005.

     We have no significant contractual obligations not fully recorded on our
Consolidated Balance Sheets or fully disclosed in the Notes to our Consolidated
Financial Statements. We have no off-balance sheet arrangements as defined in
Item 303(a)(4)(ii) of Regulation S-K under the Securities Exchange Act of 1934,
as amended.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The consolidated financial statements included in this report include the
accounts of Getty Realty Corp. and our wholly-owned subsidiaries. The
preparation of financial statements in accordance with GAAP requires management
to make estimates, judgments and assumptions that affect amounts reported in its
financial statements. We have made our best estimates, judgments and assumptions
relating to certain amounts that are included in our financial statements,
giving due consideration to the accounting policies selected and materiality. We
do not believe that there is a great likelihood that materially different
amounts would be reported related to the application of the accounting policies
described below.



                                      -14-
<PAGE>

Application of these accounting policies, however, involves the exercise of
judgment and use of assumptions as to future uncertainties and, as a result,
actual results could differ from these estimates, judgments and assumptions. Our
accounting policies are described in note 1 to the consolidated financial
statements. Estimates, judgments and assumptions underlying the accompanying
consolidated financial statements include, but are not limited to, deferred rent
receivable, recoveries from state underground storage tank funds, environmental
remediation costs, (see "Environmental Maters" below) real estate, depreciation
and amortization, impairment of long-lived assets, litigation, accrued expenses
and income taxes. We believe the following are our critical accounting policies:

     Revenue recognition--We earn revenue primarily from operating leases with
Marketing and other tenants. We recognize income under the Master Lease with
Marketing, and with other tenants, on the straight-line method, which
effectively recognizes contractual lease payments evenly over the initial term
of the leases. A critical assumption in applying this accounting method is that
the tenant will make all contractual lease payments during the initial lease
term and that the deferred rent receivable of $25.1 million recorded as of
December 31, 2004 will be collected when due, in accordance with the annual rent
escalations provided for in the leases. Historically our tenants have generally
made rent payments when due. However, we may be required to reverse, or provide
reserves for, a portion of the recorded deferred rent receivable if it becomes
apparent that a property may be disposed of before the end of the initial lease
term or if the tenant fails to make its contractual lease payments when due.

     Impairment of long-lived assets--Real estate assets represent "long-lived"
assets for accounting purposes. We review the recorded value of long-lived
assets for impairment in value whenever any events or changes in circumstances
indicate that the carrying amount of the assets may not be recoverable. We may
become aware of indicators of potentially impaired assets upon tenant or
landlord lease renewals, upon receipt of notices of potential governmental
takings and zoning issues, or upon other events that occur in the normal course
of business that would cause us to review the operating results of the property.
We believe our real estate assets are not carried at amounts in excess of their
estimated net realizable fair value amounts.

     Income taxes--Our future financial results generally will not reflect
provisions for current or deferred federal income taxes since we elected to be
taxed as a REIT effective January 1, 2001. Our intention is to operate in a
manner that will allow us to continue to be taxed as a REIT and, as a result, we
do not expect to pay substantial corporate-level federal income taxes. Many of
the REIT requirements, however, are highly technical and complex. If we were to
fail to meet the requirements, we may be subject to federal income tax. Certain
states do not follow the federal REIT rules and we have included provisions for
these taxes in rental property expenses.

     Environmental costs and recoveries from state underground storage tank
funds--We provide for the estimated fair value of future environmental
remediation costs when it is probable that a liability has been incurred and a
reasonable estimate of fair value can be made (see "Environmental Matters"
below). Since environmental exposures are difficult to assess and estimate and
knowledge about these liabilities is not known upon the occurrence of a single
event, but rather is gained over a continuum of events, we believe that it is
appropriate that our accrual estimates are adjusted as the remediation treatment
progresses, as circumstances change and as environmental contingencies become
more clearly defined and reasonably estimable. Recoveries of environmental costs
from state underground storage tank remediation funds, with respect to past and
future spending, are accrued as income, net of allowance for collection risk,
based on estimated recovery rates developed from our experience with the funds
when such recoveries are considered probable. A critical assumption in accruing
for these recoveries is that the state underground storage tank fund programs
will be administered and funded in the future in a manner that is consistent
with past practices and that future environmental spending will be eligible for
reimbursement at historical rates under these programs. Effective January 1,
2003, environmental liabilities and related recoveries are measured based on
their expected future cash flows which have been adjusted for inflation and
discounted to present value.


                                      -15-
<PAGE>

     Litigation--Legal fees related to litigation are expensed as legal services
are performed. We provide for litigation reserves, including certain
environmental litigation (see "Environmental Matters" below), when it is
probable that a liability has been incurred and a reasonable estimate of the
liability can be made. If the best estimate of the liability can only be
identified as a range, and no amount within the range is a better estimate than
any other amount, the minimum of the range is accrued for the liability. In
certain environmental matters, the effect on future financial results is not
subject to reasonable estimation because considerable uncertainty exists both in
terms of the probability of loss and the estimate of such loss. The ultimate
liabilities resulting from such lawsuits and claims, if any, may be material to
our results of operations in the period in which they are recognized.


ENVIRONMENTAL MATTERS

We are subject to numerous existing federal, state and local laws and
regulations, including matters relating to the protection of the environment. In
recent years, environmental expenses were principally attributable to
remediation, monitoring and governmental agency reporting incurred in connection
with contaminated properties. In prior periods, a larger portion of the expenses
also included soil disposal and the replacement or upgrading of underground
storage tank systems ("USTs") to meet federal, state and local environmental
standards.

     In accordance with the leases with certain of our tenants, we have agreed
to bring the leased properties with known environmental contamination to within
applicable standards and to regulatory or contractual closure ("Closure") in an
efficient and economical manner. Generally, upon achieving Closure at an
individual property, our environmental liability under the lease for that
property will be satisfied and future remediation obligations will be the
responsibility of our tenant. We will continue to seek reimbursement from state
UST remediation funds related to these environmental liabilities where
available.

     We have also agreed to provide limited environmental indemnification,
capped at $4.25 million and expiring in 2010, to Marketing for certain
pre-existing conditions at six of the terminals owned by us. Under the
indemnification agreement, Marketing will pay the first $1.5 million of costs
and expenses incurred in connection with remediating any such pre-existing
conditions, Marketing will share equally with us the next $8.5 million of those
costs and expenses and Marketing will pay all additional costs and expenses over
$10.0 million. We have not accrued a liability in connection with this
indemnification agreement since it is uncertain that any significant amounts
will be required to be paid under the agreement.

     The estimated future costs for known environmental remediation requirements
are accrued when it is probable that a liability has been incurred and a
reasonable estimate of fair value can be made. The environmental remediation
liability is estimated based on the level and impact of contamination at each
property. Recoveries of environmental costs from state underground storage tank
remediation funds, with respect to both past and future environmental spending,
are accrued at fair value as income, net of allowance for collection risk, based
on estimated recovery rates developed from our experience with the funds when
such recoveries are considered probable. The accrued liability is the aggregate
of the best estimate for the fair value of cost for each component of the
liability.

In June 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations." SFAS 143 requires that obligations associated with the retirement
of tangible long-lived assets be recognized at their fair value if the asset
retirement obligation results from the normal operation of those assets and a
reasonable estimate of fair value can be made. Due to the adoption of SFAS 143
effective January 1, 2003, accrued environmental remediation costs and
recoveries from state underground storage tank funds were adjusted to their
estimated fair value resulting in a one-time cumulative effect of change in
accounting charge of $550,000. Environmental liabilities and related assets are
currently measured based on their expected future cash flows which have been
adjusted for inflation and discounted to present value. Prior to the adoption of
SFAS 143 generally accepted accounting principles required that if the best
estimate of cost for a component of the liability could only be identified as a
range, and no amount within the range was a better estimate than any other
amount, the minimum of the range was accrued for that cost component.
Historically, such accruals were not adjusted for inflation or discounted to
present value.

     Environmental exposures are difficult to assess and estimate for numerous
reasons, including the extent of contamination, alternative treatment methods
that may be applied, location of the property which subjects it to differing
local laws and regulations and their interpretations, as well as the time it
takes to remediate contamination.




                                      -16-
<PAGE>

In developing our liability for probable and reasonably estimable environmental
remediation costs, on a property by property basis, we consider among other
things, enacted laws and regulations, assessments of contamination and
surrounding geology, quality of information available, currently available
technologies for treatment, alternative methods of remediation and prior
experience. These accrual estimates are subject to significant change, and are
adjusted as the remediation treatment progresses, as circumstances change and as
these contingencies become more clearly defined and reasonably estimable. As of
December 31, 2004, we have remediation action plans in place for 316 (92%) of
the 345 properties for which we retained environmental responsibility and have
not received a no further action letter and the remaining 29 properties (8%)
remain in the assessment phase.

     As of December 31, 2004, December 31, 2003 and January 1, 2003, we had
accrued $20.6 million, $23.6 million and $29.4 million, respectively, as
management's best estimate of the fair value of reasonably estimable
environmental remediation costs. As of December 31, 2004, December 31, 2003 and
January 1, 2003, we had also recorded $5.4 million, $7.5 million and $14.3
million, respectively, as management's best estimate for net recoveries from
state UST remediation funds, net of allowance, related to environmental
obligations and liabilities. The net environmental liabilities of $16.1 million
as of December 31, 2003 and $15.1 million as of January 1, 2003 were
subsequently accreted for the change in present value due to the passage of
time, and accordingly, $1.1 million and $1.3 million of accretion expense is
included in environmental expenses for 2004 and 2003, respectively.
Environmental expenditures and recoveries from underground storage tank funds
were $6.8 million and $2.4 million, respectively, for 2004. The decrease in
accrued environmental costs and net recoveries during 2004 were primarily due to
payments made and cash received during the period, respectively, partially
offset by changes in estimated expenditures and recoveries, respectively. During
2005, we estimate that our net environmental remediation spending will be
approximately $5.0 million. Our business plan for 2005 reflects a net change in
estimated remediation costs and accretion expense of approximately $3.6 million.

      Environmental liabilities and related assets are currently measured at
fair value based on their expected future cash flows which have been adjusted
for inflation and discounted to present value. We also use probability weighted
alternative cash flow forecasts to determine fair value. For locations where
remediation efforts are not assumed to be completed during 2005, we assumed a
50% probability factor that the actual environmental expenses will exceed
engineering estimates for an amount assumed to equal one year of net expenses
aggregating $5.4 million for those sites. Accordingly, the environmental accrual
as of December 31, 2004 was increased by $2.2 million, net of assumed recoveries
and before inflation and present value discount adjustments. The resulting net
environmental accrual as of December 31, 2004 was then further increased by $1.5
million for the assumed impact of inflation using an inflation rate of 2.75%.
Assuming a credit-adjusted risk-free discount rate of 7.0%, we then reduced the
net environmental accrual, as previously adjusted, by a $4.2 million discount to
present value. Had we assumed an inflation rate that was 0.5% higher and a
discount rate that was 0.5% lower, net environmental liabilities as of December
31, 2004 would have increased by $0.2 million for each of those factors for an
aggregate increase in the net environmental accrual of $0.4 million. In
addition, the aggregate net change in environmental estimates and accretion
expense recorded during the year ended December 31, 2004 would have increased by
$0.2 million due to these changes in the assumptions.

     In view of the uncertainties associated with environmental expenditures,
however, we believe it is possible that the fair value of future actual net
expenditures could be substantially higher than these estimates. Adjustments to
accrued liabilities for environmental remediation costs will be reflected in our
financial statements as they become probable and a reasonable estimate of fair
value can be made. For 2004, 2003 and 2002, the aggregate of the net change in
estimated remediation costs and accretion expense included in our consolidated
statements of operations amounted to $3.3 million, $5.5 million and $6.6
million, respectively, which amounts were net of probable recoveries from state
UST remediation funds. Although future environmental costs may have a
significant impact on results of operations for any single fiscal year or
interim period, we believe that such costs will not have a material adverse
effect on our long-term financial position.

     We cannot predict what environmental legislation or regulations may be
enacted in the future or how existing laws or regulations will be administered
or interpreted with respect to products or activities to which they have not
previously been applied. We cannot predict if state underground storage tank
fund programs will be administered and funded in the future in a manner that is
consistent with past practices and if future environmental spending will

                                      -17-
<PAGE>

continue to be eligible for reimbursement at historical recovery rates under
these programs. Compliance with more stringent laws or regulations, as well as
more vigorous enforcement policies of the regulatory agencies or stricter
interpretation of existing laws, which may develop in the future, could have an
adverse effect on our financial position, or that of our tenants, and could
require substantial additional expenditures for future remediation.

     In September 2003, we were notified by the State of New Jersey Department
of Environmental Protection that we are one of approximately 60 potentially
responsible parties for natural resource damages resulting from discharges of
hazardous substances into the Lower Passaic River. The definitive list of
potentially responsible parties and their actual responsibility for the alleged
damages, the aggregate cost to remediate the Lower Passaic River, the amount of
natural resource damages and the method of allocating such amounts among the
potentially responsible parties have not been determined. In September 2004, we
received a General Notice Letter from the US EPA (the "EPA Notice"), advising us
that we may be a potentially responsible party for costs of remediating certain
conditions resulting from discharges of hazardous substances into the Lower
Passaic River. ChevronTexaco received the same EPA Notice regarding those same
conditions. We believe that ChevronTexaco is obligated to indemnify us, pursuant
to an indemnification agreement regarding the conditions at the property
identified by the DEP and EPA and accordingly, our ultimate legal and financial
liability, if any, cannot be estimated with any certainty at this time.

     From October 2003 through February 2004 we were notified that we were made
party to 36 cases, and one additional case in the fourth quarter of 2004, in
Connecticut, Florida, Massachusetts, New Hampshire, New Jersey, New York,
Vermont, Virginia and West Virginia brought by local water providers or
governmental agencies. These cases allege various theories of liability due to
contamination of groundwater with MTBE as the basis for claims seeking
compensatory and punitive damages. Each case names as defendants approximately
50 petroleum refiners, manufacturers, distributors and retailers of MTBE, or
gasoline containing MTBE. The accuracy of the allegations as they relate to us,
our defenses to such claims, the aggregate amount of damages, the definitive
list of defendants and the method of allocating such amounts among the
defendants have not been determined. Accordingly, our ultimate legal and
financial liability, if any, cannot be estimated with any certainty at this
time.

DISCLOSURES ABOUT MARKET RISK

   We do not use derivative financial or commodity instruments for trading,
speculative or any other purpose. We had no outstanding derivative instruments
as of December 31, 2004 or December 31, 2003 or at any time during the years
then ended. We do not have any foreign operations, and are therefore not exposed
to foreign currency exchange rate risks.

      We are exposed to interest rate risks, primarily as a result of our line
of credit with JPMorgan Chase Bank. We manage our exposure to this risk by
minimizing, to the extent feasible, our overall borrowing and monitoring
available financing alternatives. Our interest rate risk has changed due to
increased average outstanding borrowings under the line as compared to December
31, 2003, but we do not foresee any significant changes in our exposure or in
how we manage this exposure in the near future. We use borrowings under the line
of credit, which expires in June 2005, to finance acquisitions and for general
corporate purposes. We had no borrowings against the line of credit prior to
November 2004. Our line of credit bears interest at the prime rate or, at our
option, LIBOR plus 1.25%. At December 31, 2004 we had total borrowings of $24.0
million under our line of credit, and had not entered into any instruments to
hedge our resulting exposure to interest-rate risk.

      Based on our average outstanding borrowings under the line of credit of
$11.5 million, and assuming $30.0 million of additional borrowings required to
finance a pending acquisition on March 31, 2005 (see "Subsequent Events" in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations"), if market interest rates for 2005 increase by an average of 0.5%
more than the average interest rate for the last two months of 2004, the
additional annualized interest expense would decrease 2005 net income and cash
flows by $0.8 million attributable to increased borrowings and an additional
$0.2 million attributable to higher interest rates. These amounts were
determined by calculating the effect of a hypothetical interest rate on our line
of credit borrowings and assumes that the average outstanding borrowings during
the three month period from November 2004 through January 2005 is indicative of
our future average borrowings for 2005 before considering additional borrowings
required for acquisitions. The calculation also assumes that there are no other
changes in our financial structure or the terms of our borrowings. Management
believes that the fair value of the debt equals its carrying value at December
31, 2004 and 2003. Our exposure to fluctuations in interest rates will increase
or decrease in the future with increases or decreases in the outstanding amount
under our line of credit.

      In order to minimize our exposure to credit risk associated with financial
instruments, we place our temporary cash investments with high-credit-quality
institutions. Temporary cash investments are held in an institutional money
market fund and short-term federal agency discount notes.

                                      -18-
<PAGE>
FORWARD-LOOKING STATEMENTS

     Certain statements in this Annual Report may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. When we use the words "believes," "expects," "plans," "projects,"
"estimates" and similar expressions, we intend to identify forward-looking
statements. Examples of forward-looking statements include statements regarding
our expectations regarding future payments from Marketing, including $59.7
million in lease rental payments in 2005; the expected effect of regulations on
our long-term performance; our expected ability to maintain compliance with
applicable regulations; our ability to renew expired leases; the adequacy of our
current and anticipated cash flows; our ability to maintain our REIT status; our
ability to obtain additional financing from JPMorgan on the terms described in
this Annual Report or at all; the probable outcome of litigation or regulatory
actions; our expected recoveries from underground storage tank funds; our
exposure to environmental remediation expenses; our expectations regarding
corporate level federal income taxes; the indemnification obligations of the
Company and others; our intention to consummate future acquisitions; assumptions
regarding the future applicability of accounting estimates, assumptions and
policies and our intention to pay future dividends.

     These forward-looking statements are based on our current beliefs and
assumptions and information currently available to us and involve known and
unknown risks (including the risks described herein and other risks that we
describe from time to time in our filings with the Securities and Exchange
Commission), uncertainties and other factors, which may cause our actual
results, performance and achievements to be materially different from any future
results, performance or achievements, expressed or implied by these
forward-looking statements. These factors include, but are not limited to: risks
associated with owning and leasing real estate generally; dependence on
Marketing as a tenant and on rentals from companies engaged in the petroleum
marketing and convenience store businesses; competition for properties and
tenants; risk of tenant non-renewal; the effects of taxation and other
regulations; potential litigation exposure; our expectations as to the cost of
completing environmental remediation; the risk of loss of our management team;
the impact of our electing to be taxed as a REIT, including subsequent failure
to qualify as a REIT; risks associated with owning real estate located in the
same region of the United States; risks associated with potential future
acquisitions; losses not covered by insurance; future dependence on external
sources of capital; our potential inability to pay dividends and terrorist
attacks and other acts of violence and war.

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

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



                                      -19-
<PAGE>

                       GETTY REALTY CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)

<Table>
<Caption>
                                                                 YEAR ENDED DECEMBER 31,
                                                           ------------------------------------
                                                             2004           2003          2002
                                                           --------      --------      --------
<S>                                                        <C>           <C>           <C>
Revenues from rental properties                            $ 66,331      $ 66,601      $ 67,157

Expenses:
   Rental property expenses                                   9,814        10,662        11,975
   Environmental expenses, net                                6,027         7,594         8,668
   General and administrative expenses                        5,006         4,074         3,691
   Depreciation and amortization expense                      7,490         8,411         9,016
                                                           --------      --------      --------
     Total expenses                                          28,337        30,741        33,350
                                                           --------      --------      --------
Operating income                                             37,994        35,860        33,807

   Other income, net                                          1,485         1,705         2,488
   Interest expense                                            (127)         (128)         (132)
                                                           --------      --------      --------
Earnings before cumulative effect of accounting change       39,352        37,437        36,163
Cumulative effect of accounting change                           --          (550)           --
                                                           --------      --------      --------
Net earnings                                                 39,352        36,887        36,163
Preferred stock dividends                                        --         2,538         5,350
                                                           --------      --------      --------
Net earnings applicable to common shareholders             $ 39,352      $ 34,349      $ 30,813
                                                           ========      ========      ========

Net earnings per common share:
   Basic                                                   $   1.59      $   1.49      $   1.44
   Diluted                                                 $   1.59      $   1.49      $   1.44
Weighted average common shares outstanding:
   Basic                                                     24,679        23,063        21,436
   Diluted                                                   24,721        23,082        21,446
Dividends declared per share:
   Common                                                  $  1.700      $  1.675      $  1.650
   Preferred                                                     --      $  1.159      $  1.866
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.



                                      -21-
<PAGE>

                       GETTY REALTY CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)
<Table>
<Caption>
                                                                                        DECEMBER 31,
                                                                                   ------------------------
                                                                                     2004            2003
                                                                                   ---------      ---------
<S>                                                                                <C>            <C>
ASSETS:
Real Estate:
   Land                                                                            $ 156,571      $ 142,724
   Buildings and improvements                                                        190,019        175,498
                                                                                   ---------      ---------
                                                                                     346,590        318,222
   Less--accumulated depreciation and amortization                                  (106,463)      (100,488)
                                                                                   ---------      ---------
     Real estate, net                                                                240,127        217,734
Deferred rent receivable                                                              25,117         20,653
Cash and equivalents                                                                  15,700         19,905
Recoveries from state underground storage tank funds, net                              5,437          7,454
Mortgages and accounts receivable, net                                                 3,961          5,565
Prepaid expenses and other assets                                                        386            692
                                                                                   ---------      ---------
        Total assets                                                               $ 290,728      $ 272,003
                                                                                   =========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Environmental remediation costs                                                    $  20,626      $  23,551
Borrowings under credit line                                                          24,000             --
Dividends payable                                                                     10,495         10,483
Accounts payable and accrued expenses                                                  9,595          9,100
Mortgages payable                                                                        509            844
                                                                                   ---------      ---------
        Total liabilities                                                             65,225         43,978
                                                                                   ---------      ---------
Commitments and contingencies (notes 2, 3 and 5)
Shareholders' equity:
   Common stock, par value $.01 per share; authorized 50,000,000 shares;
    issued 24,694,071 at December 31, 2004 and 24,664,384 at December 31, 2003           247            247
Paid-in capital                                                                      257,295        257,206
Dividends paid in excess of earnings                                                 (32,039)       (29,428)
                                                                                   ---------      ---------
        Total shareholders' equity                                                   225,503        228,025
                                                                                   ---------      ---------
        Total liabilities and shareholders' equity                                 $ 290,728      $ 272,003
                                                                                   =========      =========
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      -22-
<PAGE>



                       GETTY REALTY CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<Table>
<Caption>
                                                                         YEAR ENDED DECEMBER 31,
                                                                 ------------------------------------
                                                                    2004          2003         2002
                                                                 --------      --------      --------
<S>                                                              <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings                                                     $ 39,352      $ 36,887      $ 36,163
Adjustments to reconcile net earnings to net cash
   provided by operating activities:
   Depreciation and amortization expense                            7,490         8,411         9,016
   Deferred rental revenue                                         (4,464)       (5,537)       (6,728)
   Gain on dispositions of real estate                               (618)         (928)       (1,153)
   Accretion expense                                                1,054         1,284            --
   Cumulative effect of accounting change                              --           550            --
   Stock-based employee compensation expense                           25            --            --
Changes in assets and liabilities:
   Recoveries from state underground storage tank funds, net        2,512         7,559           880
   Mortgages and accounts receivable, net                             238        (1,528)         (663)
   Prepaid expenses and other assets                                  306           300            80
   Environmental remediation costs                                 (4,474)       (7,824)          632
   Accounts payable and accrued expenses                              495          (739)       (2,179)
                                                                 --------      --------      --------
     Net cash provided by operating activities                     41,916        38,435        36,048
                                                                 --------      --------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Property acquisitions and capital expenditures                 (30,568)      (14,266)       (2,821)
   Collection of mortgages receivable, net                          1,366         1,156           289
   Proceeds from dispositions of real estate                        1,303         3,117         3,000
                                                                 --------      --------      --------
     Net cash provided by (used in) investing activities          (27,899)       (9,993)          468
                                                                 --------      --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash dividends paid                                            (41,951)      (41,115)      (40,451)
   Borrowings under credit line, net                               24,000            --            --
   Repayment of mortgages payable, net                               (335)          (79)          (74)
   Preferred stock redemption and conversion                           --        (1,224)           --
   Stock options and treasury stock, net                               64           155           212
                                                                 --------      --------      --------
     Net cash used in financing activities                        (18,222)      (42,263)      (40,313)
                                                                 --------      --------      --------
Net decrease in cash and equivalents                               (4,205)      (13,821)       (3,797)
Cash and equivalents at beginning of period                        19,905        33,726        37,523
                                                                 --------      --------      --------
Cash and equivalents at end of period                            $ 15,700      $ 19,905      $ 33,726
                                                                 ========      ========      ========
Supplemental disclosures of cash flow information
   Cash paid (refunded) during the period for:
     Interest                                                    $    114      $    127      $    132
     Income taxes, net                                                571           949           662
     Recoveries from state underground storage tank funds          (2,362)       (2,135)       (3,431)
     Environmental remediation costs                                6,776         6,642         8,545
</Table>

The accompanying notes are an integral part of these consolidated financial
statements.


                                      -23-
<PAGE>


                       GETTY REALTY CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation: The accompanying consolidated financial statements
have been prepared in conformity with accounting principles generally accepted
in the United States of America ("GAAP"). The consolidated financial statements
include the accounts of Getty Realty Corp. and its wholly-owned subsidiaries
(the "Company"). The Company is a real estate investment trust ("REIT")
specializing in the ownership and leasing of retail motor fuel and convenience
store properties and petroleum distribution terminals. The Company manages and
evaluates its operations as a single segment. All significant inter-company
accounts and transactions have been eliminated. Certain reclassifications have
been made in the financial statements for 2003 and 2002 to conform to the
presentation for 2004.

     Use of Estimates, Judgments and Assumptions: The financial statements have
been prepared in conformity with GAAP, which requires management to make its
best estimates, judgments and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and revenues and expenses during the period
reported. While all available information has been considered, actual results
could differ from those estimates, judgments and assumptions. Estimates,
judgments and assumptions underlying the accompanying consolidated financial
statements include, but are not limited to, deferred rent receivable, recoveries
from state underground storage tank funds, environmental remediation costs, real
estate, depreciation and amortization, impairment of long-lived assets,
litigation, accrued expenses and income taxes.

     Real Estate: Real estate assets are stated at cost less accumulated
depreciation and amortization. Upon acquisition of real estate operating
properties and leasehold interests, the Company estimates the fair value of
acquired tangible assets (consisting of land, buildings and improvements) "as if
vacant" and identified intangible assets and liabilities (consisting of
leasehold interests, above and below-market leases, in-place leases and tenant
relationships) and assumed debt in accordance with Statement of Financial
Accounting Standards No. ("SFAS") 141, Business Combinations. Based on these
estimates, the Company allocates the purchase price to the applicable assets and
liabilities. When real estate assets are sold or retired, the cost and related
accumulated depreciation and amortization is eliminated from the respective
accounts and any gain or loss is credited or charged to income. Expenditures for
maintenance and repairs are charged to income when incurred.

     Depreciation and amortization: Depreciation of real estate is computed on
the straight-line method based upon the estimated useful lives of the assets,
which generally range from sixteen to twenty-five years for buildings and
improvements, or the term of the lease if shorter. Leasehold interests,
capitalized above and below-market leases, in-place leases and tenant
relationships are amortized over the remaining term of the underlying lease.

     Cash and Equivalents: The Company considers highly liquid investments
purchased with an original maturity of three months or less to be cash
equivalents.

     Deferred Rent Receivable and Revenue Recognition: The Company earns rental
income under operating leases with tenants. Minimum lease rentals are recognized
on a straight-line basis over the initial term of the leases. The cumulative
difference between lease revenue recognized under this method and the
contractual lease payment terms is recorded as deferred rent receivable on the
consolidated balance sheet.

     Environmental Remediation Costs and Recoveries from State Underground
Storage Tank Funds, Net: The estimated future costs for known environmental
remediation requirements are accrued when it is probable that a liability has
been incurred and a reasonable estimate of fair value can be made. The
environmental remediation liability is estimated based on the level and impact
of contamination at each property. The accrued liability is the aggregate of the
best estimate of the fair value of cost for each component of the liability.
Recoveries of environmental costs from state underground storage tank ("UST")
remediation funds, with respect to both past and future environmental spending,
are accrued at fair value as income, net of allowance for collection risk, based
on estimated recovery rates developed from prior experience with the funds when
such recoveries are considered probable. Environmental liabilities and related
assets are currently measured based on their expected future cash flows which
have been adjusted for inflation and discounted to present value. In June 2001,
the Financial Accounting Standards Board ("FASB") issued SFAS 143, "Accounting
for Asset Retirement Obligations." SFAS 143 requires that obligations associated
with the retirement of tangible long-lived assets be recognized at their fair
value if the asset retirement obligation results from the normal operation of
those assets and a



                                      -24-
<PAGE>

reasonable estimate of fair value can be made. Due to the adoption of SFAS 143
effective January 1, 2003, accrued environmental remediation costs and
recoveries from state underground storage tank funds were adjusted to their
estimated fair value resulting in a one-time cumulative effect of change in
accounting charge of $550,000, or $0.02 per diluted common share, in the year
ended December 31, 2003. Prior to the adoption of SFAS 143, GAAP required that
if the best estimate of cost for a component of the liability could only be
identified as a range, and no amount within the range was a better estimate than
any other amount, the minimum of the range was accrued for that cost component.
Historically, such accruals were not adjusted for inflation or discounted to
present value.

     Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of:
Assets are written down to fair value when events and circumstances indicate
that the assets might be impaired and the projected undiscounted cash flows
estimated to be generated by those assets are less than the carrying amount of
those assets. Assets held for disposal are written down to fair value less
disposition costs.

     Litigation: Legal fees related to litigation are expensed as legal services
are performed. The Company provides for litigation reserves, including certain
litigation related to environmental matters, when it is probable that a
liability has been incurred and a reasonable estimate of the liability can be
made. If the best estimate of the liability can only be identified as a range,
and no amount within the range is a better estimate than any other amount, the
minimum of the range is accrued for the liability.

     Income Taxes: The Company and its subsidiaries file a consolidated federal
income tax return. Effective January 1, 2001, the Company elected to qualify,
and believes it is operating so as to qualify, as a REIT for federal income tax
purposes. Accordingly, the Company generally will not be subject to federal
income tax, provided that distributions to its shareholders equal at least the
amount of its REIT taxable income as defined under the Internal Revenue Code. If
the Company sells any property within ten years after its REIT election that is
not exchanged for a like-kind property, it will be taxed on the built-in gain
realized from such sale at the highest corporate rate. This ten-year built-in
gain tax period will end in 2011.

     Earnings per Common Share: Basic earnings per common share is computed by
dividing net earnings less preferred dividends by the weighted average number of
common shares outstanding during the year. The weighted average number of shares
outstanding for the year ended December 31, 2003 gives effect to the conversion
of Series A Participating Convertible Redeemable Preferred Stock into 3,186,000
shares of common stock as if the conversion had occurred at the beginning of the
period (see note 7). For the year ended December 31, 2002, conversion of the
preferred shares utilizing the two class method would have been antidilutive and
therefore conversion was not assumed for purposes of computing either basic or
diluted earnings per common share. There were no preferred shares outstanding
during 2004. Diluted earnings per common share also gives effect to the
potential dilution from the exercise of stock options and the issuance of common
shares in settlement of restricted stock units aggregating 42,000 shares, 19,000
shares and 10,000 shares for the years ended December 31, 2004, 2003 and 2002,
respectively. Diluted earnings before cumulative effect of accounting change per
common share were $1.51 for the year ended December 31, 2003.

     Stock-Based Compensation: In December 2002, the FASB issued SFAS 148,
"Accounting for Stock-Based Compensation--Transition and Disclosure--an
amendment of SFAS 123." SFAS 148 provides alternative transition methods for a
voluntary change to the fair value basis of accounting for stock-based employee
compensation. SFAS 148 requires disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee compensation,
a description of the transition method utilized and the effect of the method
used on reported results. The Company adopted SFAS 148 effective December 31,
2002. The Company voluntarily changed to the fair value basis of accounting for
stock-based employee compensation for awards granted subsequent to January 1,
2003.

     The Company continued to account for options granted under its stock option
plan prior to January 1, 2003 using the intrinsic value method in 2004.
Effective January 1, 2005, the Company will adopt the fair value basis of
accounting for the unvested portion of the outstanding stock options granted
prior to January 1, 2003 and will recognize additional stock-based compensation
expense of $32,000 and $8,000 in 2005 and 2006, respectively (see note 8).
Historically, the exercise price of options granted by the Company was the same
as the market price at the grant date and stock-based compensation expense was
not included in reported net earnings. There were no stock options granted under
the stock option plan subsequent to January 1, 2003.



                                      -25-
<PAGE>


     On June 1, 2004, the Company granted 10,800 restricted stock units under
its 2004 Omnibus Incentive Compensation Plan (the "2004 Plan") following
shareholder approval of the 2004 Plan at the Annual Meeting of Shareholders on
May 20, 2004 (see note 8). Accordingly, $25,000 of stock-based employee
compensation expense is included in general and administrative expense for the
year ended December 31, 2004.

     Had compensation cost for the Company's stock-based compensation plans been
accounted for using the fair value method for all grants, the Company's total
stock-based employee compensation expense using the fair value method, pro-forma
net earnings and pro-forma net earnings per share on a basic and diluted basis
would have been as follows (in thousands, except per share amounts):


<Table>
<Caption>
                                                                                          YEAR ENDED DECEMBER 31,
                                                                                        -------------------------------
                                                                                         2004         2003       2002
                                                                                        -------     -------     -------
<S>                                                                                     <C>         <C>         <C>
Net earnings, as reported                                                               $39,352     $36,887     $36,163
Add: Stock-based employee compensation expense included in reported net earnings             25          --          --
Deduct: Total stock-based employee compensation expense using the fair value method         118         133         124
                                                                                        -------     -------     -------
Pro-forma net earnings                                                                  $39,259     $36,754     $36,039
                                                                                        =======     =======     =======
Net earnings per common share:
   As reported                                                                          $  1.59     $  1.49     $  1.44
   Pro-forma                                                                            $  1.59     $  1.48     $  1.43
</Table>

     The fair value of the options granted during the year ended December 31,
2002 was estimated as $0.56 per share on the date of grant using the
Black-Scholes option-pricing model assuming an expected dividend yield of 9.0%,
an expected volatility of 18.0%, a risk-free interest rate of 3.6% and an
expected option life of seven years.

2. LEASES

The Company leases or sublets its properties primarily to distributors and
retailers engaged in the sale of gasoline and other motor fuel products,
convenience store products and automotive repair services who are responsible
for the payment of taxes, maintenance, repair, insurance and other operating
expenses and for managing the actual operations conducted at these properties.
The Company's properties are primarily located in the Northeast and Mid-Atlantic
regions of the United States.

     The Company and Getty Petroleum Marketing Inc. ("Marketing"), are parties
to an amended and restated Master Lease Agreement (the "Master Lease"), which
became effective on December 9, 2000, and a coterminous supplemental lease for a
single property (collectively the "Marketing Leases"). As of December 31, 2004,
the Marketing Leases included nine hundred thirty-nine retail motor fuel and
convenience store properties and ten distribution terminals, two hundred thirty
of which are leased by the Company from third parties. The Master Lease has an
initial term of fifteen years commencing December 9, 2000, and generally
provides Marketing with options for three renewal terms of ten years each and a
final renewal option of three years and ten months extending to 2049 (or such
shorter initial or renewal term as the underlying lease may provide). The
Marketing Leases include provisions for 2% annual rent escalations. The Master
Lease is a unitary lease and, accordingly, Marketing's exercise of renewal
options must be on an "all or nothing" basis.

     The Company estimates that Marketing makes annual real estate tax payments
for properties leased under the Marketing Leases of approximately $11.6 million
and makes additional payments for other operating expenses related to these
properties, including environmental remediation costs other than those
liabilities that were retained by the Company. These costs, which have been
assumed by Marketing under the terms of the Marketing Leases, are not reflected
in the consolidated financial statements.


                                      -26-
<PAGE>


     Revenues from rental properties for the years ended December 31, 2004, 2003
and 2002 were $66,331,000, $66,601,000 and $67,157,000, respectively, of which
$58,938,000, $58,723,000 and $58,104,000, respectively, were received from
Marketing under the Marketing Leases. In addition, revenues from rental
properties for the years ended December 31, 2004, 2003 and 2002 includes
$4,464,000, $5,537,000 and $6,728,000, respectively, of deferred rental revenue
accrued due to recognition of rental revenue on a straight-line basis.

     Future minimum annual rentals receivable from Marketing under the Marketing
Leases and from other tenants, which have terms in excess of one year as of
December 31, 2004, are as follows (in thousands):

<Table>
<Caption>
                                          OTHER
YEAR ENDING DECEMBER 31,     MARKETING   TENANTS   TOTAL (a)
- ------------------------     ---------   -------   ---------
<S>                          <C>         <C>       <C>
             2005            $  59,501   $ 5,403   $  64,904
             2006               60,028     5,263      65,291
             2007               59,846     4,893      64,739
             2008               60,437     4,762      65,199
             2009               60,734     4,510      65,244
       Thereafter              364,468    45,653     410,121
</Table>

(a)  Includes $135,142 of future minimum annual rentals receivable under
     subleases.

    Rent expense, substantially all of which consists of minimum rentals on
non-cancelable operating leases, amounted to $8,928,000, $9,704,000 and
$10,805,000 for the years ended December 31, 2004, 2003 and 2002, respectively,
and is included in rental property expenses when contractually due, which
approximates the straight-line method. Rent received under subleases for the
years ended December 31, 2004, 2003 and 2002 was $14,943,000, $17,305,000 and
$17,373,000, respectively.

    The Company has obligations to lessors under non-cancelable operating leases
which have terms (excluding renewal term options) in excess of one year,
principally for gasoline stations and convenience stores. Substantially all of
these leases contain renewal options and rent escalation clauses. The leased
properties have a remaining lease term averaging over twelve years, including
renewal options. Future minimum annual rentals payable under such leases,
excluding renewal options, are as follows (in thousands):

<Table>
<Caption>
YEAR ENDING DECEMBER 31,
- ------------------------
<S>                             <C>
               2005             $8,950
               2006              7,692
               2007              6,176
               2008              4,977
               2009              3,254
         Thereafter              7,619
</Table>


3. COMMITMENTS AND CONTINGENCIES

In order to qualify as a REIT, among other items, the Company paid a $64,162,000
special one-time "earnings and profits" (as defined in the Internal Revenue
Code) cash distribution to shareholders in August 2001. Determination of
accumulated earnings and profits for federal income tax purposes is extremely
complex. Should the Internal Revenue Service successfully assert that the
Company's accumulated earnings and profits were greater than the amount
distributed, the Company may fail to qualify as a REIT; however, the Company may
avoid losing its REIT status by paying a deficiency dividend to eliminate any
remaining accumulated earnings and profits. The Company may have to borrow money
or sell assets to pay such a deficiency dividend.

     In order to minimize the Company's exposure to credit risk associated with
financial instruments, the Company places its temporary cash investments with
high credit quality institutions. Temporary cash investments are held in an
institutional money market fund and federal agency discount notes.


                                      -27-
<PAGE>



     The Company leases nine hundred forty-nine of its one thousand forty-five
properties on a long-term net basis to Marketing under the Marketing Leases (see
note 2). Marketing operated substantially all of the Company's petroleum
marketing businesses when it was spun-off to the Company's shareholders as a
separate publicly held company in March 1997. In December 2000, Marketing was
acquired by a subsidiary of OAO Lukoil, one of Russia's largest integrated oil
companies. The Company's financial results depend largely on rental income from
Marketing, and to a lesser extent on rental income from other tenants, and are
therefore materially dependent upon the ability of Marketing to meet its
obligations under the Marketing Leases. Substantially all of the deferred rental
revenue of $25,117,000 recorded as of December 31, 2004 is due to recognition of
rental revenue on a straight-line basis under the Marketing Leases. Marketing's
financial results depend largely on retail petroleum marketing margins and
rental income from its dealers. The petroleum marketing industry has been and
continues to be volatile and highly competitive. Marketing has made all required
monthly rental payments under the Marketing Leases when due.

     Under the Master Lease, the Company has also agreed to provide limited
environmental indemnification, capped at $4,250,000 and expiring in 2010, to
Marketing for certain pre-existing conditions at six of the terminals which are
owned by the Company. Under the agreement, Marketing will pay the first
$1,500,000 of costs and expenses incurred in connection with remediating any
such pre-existing conditions, Marketing and the Company will share equally the
next $8,500,000 of those costs and expenses and Marketing will pay all
additional costs and expenses over $10,000,000. The Company has not accrued a
liability in connection with this indemnification agreement since it is
uncertain that any significant amounts will be required to be paid under the
agreements.

     The Company has agreed to reimburse Marketing for one-half of certain
capital expenditures for work required to comply with local zoning requirements
up to a maximum amount designated for each property and an aggregate maximum
reimbursement of $875,000. The Company reimbursed Marketing $265,000 in 2004 and
expects to reimburse Marketing for the balance of these costs during 2005.

     The Company is subject to various legal proceedings and claims which arise
in the ordinary course of its business. In addition, the Company has retained
responsibility for all pre-spin-off legal proceedings and claims relating to the
petroleum marketing business. As of December 31, 2004 and 2003 the Company had
accrued $3,623,000 and $3,415,000, respectively, for certain of these matters
which it believes are appropriate based on information currently available. The
ultimate resolution of these matters is not expected to have a material adverse
effect on the Company's financial condition or results of operations.

     In September 2003, the Company was notified by the State of New Jersey
Department of Environmental Protection that the Company is one of approximately
sixty potentially responsible parties for natural resource damages resulting
from discharges of hazardous substances into the Lower Passaic River. The
definitive list of potentially responsible parties and their actual
responsibility for the alleged damages, the aggregate cost to remediate the
Lower Passaic River, the amount of natural resource damages and the method of
allocating such amounts among the potentially responsible parties have not been
determined. In September 2004, the Company received a General Notice Letter from
the US EPA (the "EPA Notice"), advising the Company that it may be a potentially
responsible party for costs of remediating certain conditions resulting from
discharges of hazardous substances into the Lower Passaic River. ChevronTexaco
received the same EPA Notice regarding those same conditions. Additionally, the
Company believes that ChevronTexaco is contractually obligated to indemnify the
Company, pursuant to an indemnification agreement, for of the conditions at the
property identified by the New Jersey Department of Environmental Protection and
the EPA. Accordingly, the ultimate legal and financial liability of the Company,
if any, cannot be estimated with any certainty at this time.

     From October 2003 through February 2004 the Company was notified that the
Company was made party to thirty-six cases, and one additional case in the
fourth quarter of 2004, in Connecticut, Florida, Massachusetts, New Hampshire,
New Jersey, New York, Vermont, Virginia and West Virginia brought by local water
providers or governmental agencies. These cases allege various theories of
liability due to contamination of groundwater with MTBE as the basis for claims
seeking compensatory and punitive damages. Each case names as defendants
approximately fifty petroleum refiners, manufacturers, distributors and
retailers of MTBE, or gasoline containing MTBE. The accuracy of the allegations
as they relate to the Company, its defenses to such claims, the aggregate amount
of damages, the definitive list of defendants and the method of allocating such
amounts among the defendants have not been determined. Accordingly, the ultimate
legal and financial liability of the Company, if any, cannot be estimated with
any certainty at this time.


                                      -28-
<PAGE>


     Prior to the spin-off, the Company was self-insured for workers'
compensation, general liability and vehicle liability up to predetermined
amounts above which third-party insurance applies. As of December 31, 2004 and
2003, the Company's consolidated balance sheets included, in accounts payable
and accrued expenses, $500,000 and $833,000, respectively, relating to insurance
obligations that may be deemed to have arisen prior to the spin-off of the
Marketing business. The Company's consolidated statements of operations for the
years ended December 31, 2004, 2003 and 2002 included, in general and
administrative expenses, credits of $312,000, $500,000 and $873,000,
respectively, for self-insurance. Since the spin-off, the Company has maintained
insurance coverage subject to certain deductibles.

4. DEBT

Mortgages payable consists of $509,000 of real estate mortgages, bearing
interest at a weighted average interest rate of 5.7% per annum, due in varying
amounts through May 1, 2015. Aggregate principal payments in subsequent years
for real estate mortgages are as follows: 2005--$285,000; 2006--$30,000;
2007--$31,000; 2008--$33,000; 2009--$27,000 and $103,000 thereafter. These
mortgages payable are collateralized by real estate having an aggregate net book
value of approximately $1,886,000 as of December 31, 2004.

    As of December 31, 2004, the Company had an uncommitted line of credit with
a JPMorgan Chase Bank ("JPMorgan") in the amount of $25,000,000. Total
borrowings outstanding under the uncommitted line of credit at December 31, 2004
were $24,000,000. In addition, $157,000 was utilized in the form of outstanding
letters of credit relating to insurance obligations. Borrowing under the line of
credit is unsecured and bears interest at the bank's prime rate or, at the
Company's option, LIBOR plus 1.25% (aggregating 3.56% at December 31, 2004). The
line of credit is subject to annual renewal in June 2005 at the discretion of
the bank (see note 11).

5. ENVIRONMENTAL REMEDIATION COSTS

The Company is subject to numerous existing federal, state and local laws and
regulations, including matters relating to the protection of the environment. In
recent years, environmental expenses were principally attributable to
remediation, monitoring, and governmental agency reporting incurred in
connection with contaminated properties. In prior periods a larger portion of
the expenses also included soil disposal and the replacement or upgrading of
USTs to meet federal, state and local environmental standards. For the years
ended December 31, 2004, 2003 and 2002, the aggregate of the net changes in
estimated remediation costs and accretion expenses included in the Company's
consolidated statements of operations were $3,346,000, $5,450,000 and
$6,626,000, respectively, which amounts were net of estimated recoveries from
state UST remediation funds.

     In accordance with the leases with certain tenants, the Company has agreed
to bring the leased properties with known environmental contamination to within
applicable standards and to regulatory or contractual closure ("Closure") in an
efficient and economical manner. Generally, upon achieving Closure at each
individual property, the Company's environmental liability under the lease for
that property will be satisfied and future remediation obligations will be the
responsibility of our tenants. The Company has agreed to pay all costs relating
to, and to indemnify Marketing for, certain environmental liabilities and
obligations for two hundred sixty-four properties that are scheduled in the
Master Lease. The Company will continue to seek reimbursement from state UST
remediation funds related to these environmental expenditures where available.



                                      -29-
<PAGE>

     The estimated future costs for known environmental remediation requirements
are accrued when it is probable that a liability has been incurred and a
reasonable estimate of fair value can be made. The environmental remediation
liability is estimated based on the level and impact of contamination at each
property. The accrued liability is the aggregate of the best estimate of the
fair value of cost for each component of the liability. Recoveries of
environmental costs from state UST remediation funds, with respect to both past
and future environmental spending, are accrued at fair value as income, net of
allowance for collection risk, based on estimated recovery rates developed from
prior experience with the funds when such recoveries are considered probable.
Prior to the adoption of SFAS 143, effective January 1, 2003, if the best
estimate of cost for a component of the liability could only be identified as a
range, and no amount within the range was a better estimate than any other
amount, the minimum of the range had been accrued for that cost component rather
than the estimated fair value currently required under SFAS 143.

     Environmental exposures are difficult to assess and estimate for numerous
reasons, including the extent of contamination, alternative treatment methods
that may be applied, location of the property which subjects it to differing
local laws and regulations and their interpretations, as well as the time it
takes to remediate contamination. In developing the Company's liability for
probable and reasonably estimable environmental remediation costs, on a property
by property basis, the Company considers among other things, enacted laws and
regulations, assessments of contamination and surrounding geology, quality of
information available, currently available technologies for treatment,
alternative methods of remediation and prior experience. These accrual estimates
are subject to significant change, and are adjusted as the remediation treatment
progresses, as circumstances change and as these contingencies become more
clearly defined and reasonably estimable. As of December 31, 2004, the Company
has remediation action plans in place for 316 (92%) of the 345 properties for
which it retained environmental responsibility and has not received a no further
action letter and the remaining 29 properties (8%) remain in the assessment
phase.

     As of December 31, 2004, 2003 and January 1, 2003, the Company had accrued
$20,626,000, $23,551,000 and $29,426,000 respectively, as management's best
estimate of the fair value of reasonably estimable environmental remediation
costs. As of December 31, 2004, 2003 and January 1, 2003, the Company had also
recorded $5,437,000, $7,454,000 and $14,348,000, respectively, as management's
best estimate for recoveries from state UST remediation funds, net of allowance,
related to environmental obligations and liabilities. The net environmental
liabilities of $16,097,000 and 15,078,000 as of December 31, 2003 and January 1,
2003, respectively, were subsequently accreted for the change in present value
due to the passage of time and, accordingly, $1,054,000 and $1,284,000 of
accretion expense is included in environmental expenses for the years ended
December 31, 2004 and 2003, respectively. Environmental expenditures were
$6,776,000 and recoveries from underground storage tank funds were $2,362,000
for the year ended December 31, 2004.

     In view of the uncertainties associated with environmental expenditures,
however, the Company believes it is possible that the fair value of future
actual net expenditures could be substantially higher than these estimates.
Adjustments to accrued liabilities for environmental remediation costs will be
reflected in the Company's financial statements as they become probable and a
reasonable estimate of fair value can be made. Although future environmental
expenses may have a significant impact on results of operations for any single
fiscal year or interim period, the Company currently believes that such costs
will not have a material adverse effect on the Company's long-term financial
position.

6. INCOME TAXES

Net cash paid for income taxes for the years ended December 31, 2004, 2003 and
2002 of $571,000, $949,000 and $662,000, respectively, includes amounts related
to state and local income taxes for jurisdictions that do not follow the federal
tax rules, which are provided for in rental property expenses in the Company's
consolidated statements of operations. Net cash paid for income taxes also
includes audit settlements which were provided for in the periods prior to 2001
when the Company was taxed as a C-corp.


                                      -30-
<PAGE>
7. SHAREHOLDERS' EQUITY

A summary of the changes in shareholders' equity for the years ended December
31, 2004, 2003, and 2002 is as follows (in thousands, except per share amounts):

<Table>
<Caption>
                                     PREFERRED STOCK         COMMON STOCK                   DIVIDENDS PAID
                                   ------------------    ------------------      PAID-IN      IN EXCESS
                                   SHARES      AMOUNT    SHARES      AMOUNT      CAPITAL     OF EARNINGS
                                   ------      ------    ------      ------      -------     -----------
<S>                                <C>       <C>         <C>         <C>         <C>         <C>
BALANCE, DECEMBER 31, 2001         2,889       72,220    22,441         224       198,575       (20,537)
Net earnings                                                                                     36,163
Cash dividends:
   Common--$1.65 per share                                                                      (35,372)
   Preferred--$1.867 per share                                                                   (5,350)
Issuance of treasury stock                                                              1
Cancellation of treasury stock       (23)        (576)   (1,019)        (10)      (12,120)
Stock options                                                20                       208
                                   -----    ---------    ------      ------   -----------    ----------
BALANCE, DECEMBER 31, 2002         2,866       71,644    21,442         214       186,664       (25,096)
                                   -----    ---------    ------      ------   -----------    ----------
Net earnings                                                                                     36,887
Cash dividends:
   Common--$1.675 per share                                                                     (38,681)
   Preferred--$1.159 per share                                                                   (2,538)
Preferred stock redemption
   and conversion                 (2,866)     (71,644)    3,186          32        70,388
Stock options                                                36           1           154
                                   -----    ---------    ------      ------   -----------    ----------
BALANCE, DECEMBER 31, 2003            --         --      24,664         247       257,206       (29,428)
                                   =====    =========    ------      ------   -----------    ----------
Net earnings                                                                                     39,352
Cash dividends:
   Common--$1.70 per share                                                                      (41,963)
   Restricted stock unit                                                               25
   expense
Stock options                                                30          --            64
                                   -----    ---------    ------      ------   -----------    ----------
BALANCE, DECEMBER 31, 2004            --    $      --    24,694        $247   $   257,295    $  (32,039)(a)
                                   =====    =========    ======      ======   ===========    ==========
</Table>

<Table>
<Caption>
                                     PREFERRED STOCK           COMMON STOCK
                                    HELD IN TREASURY,        HELD IN TREASURY,
                                          AT COST                AT COST
                                    -----------------      -------------------
                                    SHARE      AMOUNT      SHARES       AMOUNT         TOTAL
                                    ------     ------      ------      --------      --------
<S>                                <C>        <C>        <C>         <C>           <C>
BALANCE, DECEMBER 31, 2001             (23)    $ (430)     (1,019)     $(12,279)     $237,773
Net earnings                                                                           36,163
Cash dividends:
   Common--$1.65 per share                                                            (35,372)
   Preferred--$1.867 per share                                                         (5,350)
Issuance of treasury stock                                                    3             4
Cancellation of treasury stock          23        430       1,019        12,276            --
Stock options                                                                             208
                                    ------     ------      ------      --------      --------
BALANCE, DECEMBER 31, 2002              --         --          --            --       233,426
                                    ------     ------      ------      --------      --------
Net earnings                                                                           36,887
Cash dividends:
   Common--$1.675 per share                                                           (38,681)
   Preferred--$1.159 per share                                                         (2,538)
Preferred stock redemption
   and conversion                                                                      (1,224)
Stock options                                                                             155
                                    ------     ------      ------      --------      --------
BALANCE, DECEMBER 31, 2003              --         --          --            --       228,025
                                    ------     ------      ------      --------      --------
Net earnings                                                                           39,352
Cash dividends:
   Common--$1.70 per share                                                            (41,963)
Restricted stock unit expense                                                              25
Stock options                                                  --             --           64
                                    ------     ------      ------      --------      --------
BALANCE, DECEMBER 31, 2004              --     $   --          --      $     --      $225,503
                                    ======     ======      ======      ========      ========
</Table>

(a)  Net of $103,803 transferred from retained earnings to common stock and
     paid-in capital as a result of accumulated stock dividends.


                                      -31-
<PAGE>


     In August 2003, the Company notified holders of Series A Participating
Convertible Redeemable Preferred Stock that the preferred stock would be
redeemed on September 24, 2003 for $25.00 per share plus a mandatory redemption
dividend of $0.271 per share. Prior to the redemption date, shareholders with
98% of the preferred stock exercised their right to convert 2,816,919 shares of
preferred stock into 3,186,355 shares of common stock at the conversion rate of
1.1312 shares of common stock for each share of preferred stock so converted,
and received cash in lieu of fractional shares of common stock. The remaining
48,849 shares of the outstanding preferred stock were redeemed for an aggregate
amount, including accrued dividends through the call date, of approximately
$1,234,000. Each share of preferred stock was convertible into 1.1312 shares of
common stock of the Company and paid stated cumulative dividends of $1.775 per
annum, or if greater on an "as converted basis," the cash dividends declared per
share of common stock for the calendar year.

     The Company has authorized 20,000,000 shares of preferred stock, par value
$.01 per share, for issuance in series, of which none were issued as of December
31, 2004 and 2003.



                                      -31-
<PAGE>

8. EMPLOYEE BENEFIT PLANS

The Company has a retirement and profit sharing plan with deferred 401(k)
savings plan provisions (the "Retirement Plan") for employees meeting certain
service requirements and a supplemental plan for executives (the "Supplemental
Plan"). Under the terms of these plans, the annual discretionary contributions
to the plans are determined by the Board of Directors. Also, under the
Retirement Plan, employees may make voluntary contributions and the Company has
elected to match an amount equal to fifty percent of such contributions but in
no event more than three percent of the employee's eligible compensation. Under
the Supplemental Plan, a participating executive may receive an amount equal to
ten percent of eligible compensation, reduced by the amount of any contributions
allocated to such executive under the Retirement Plan. Contributions, net of
forfeitures, under the plans approximated $139,000, $125,000 and $118,000 for
the years ended December 31, 2004, 2003 and 2002, respectively. These amounts
are included in the accompanying consolidated statements of operations.

     The Getty Realty Corp. 2004 Omnibus Incentive Compensation Plan (the "2004
Plan") became effective upon its approval at the Annual Meeting of Shareholders
held May 20, 2004. The 2004 Plan provides for the grant of restricted stock,
restricted stock units, performance awards, dividend equivalents, stock payments
and stock awards to all employees and members of the Board of Directors. The
2004 Plan authorizes the Company to grant awards with respect to an aggregate of
1,000,000 shares of common stock through 2014. The aggregate maximum number of
shares of common stock that may be subject to awards granted under the 2004 Plan
during any calendar year is 80,000.

     On June 1, 2004, the Company awarded 10,800 restricted stock units ("RSUs")
and dividend equivalents to employees. On the settlement date each RSU will have
a value equal to one share of common stock and may be settled, in the sole
discretion of the Compensation Committee, in cash or by the issuance of one
share of common stock. The RSUs do not provide voting or other shareholder
rights unless and until the RSU is settled for a share of common stock. The RSUs
vest starting one year from the date of grant, on a cumulative basis at the
annual rate of twenty percent of the total number of RSUs covered by the award.
The dividend equivalents represent the value of the dividend paid per common
share paid multiplied by the number of RSUs vested as of the dividend payment
date assuming that the RSUs vest starting three months from the date of grant,
on a cumulative basis at the quarterly rate of five percent of the total number
of RSUs covered by the award. The fair value of the RSUs granted on June 1, 2004
was estimated at $19.91 per unit on the date of grant. The fair value of the
grant, aggregating approximately $215,000, will be recognized as compensation
expense ratably over the five year vesting period of the RSUs. Dividend
equivalents will be charged against retained earnings when common stock
dividends are declared.

     The Company has a stock option plan (the "Stock Option Plan") which
authorizes the Company to grant options to purchase shares of the Company's
common stock (see note 1). The aggregate number of shares of the Company's
common stock which may be made the subject of options under the Stock Option
Plan may not exceed 1,100,000 shares, subject to further adjustment for stock
dividends and stock splits. The Stock Option Plan provides that options are
exercisable starting one year from the date of grant, on a cumulative basis at
the annual rate of twenty-five percent of the total number of shares covered by
the option.



                                      -32-
<PAGE>
     The following is a schedule of stock option prices and activity relating to
the Stock Option Plan:

<Table>
<Caption>
                                                          YEAR ENDED DECEMBER 31,
                                      -------------------------------------------------------------------
                                                 2004                 2003                 2002
                                      ----------------------  --------------------   --------------------
                                                    WEIGHTED              WEIGHTED               WEIGHTED
                                                    AVERAGE               AVERAGE                AVERAGE
                                       NUMBER      EXERCISE     NUMBER    EXERCISE     NUMBER    EXERCISE
                                      OF SHARES      PRICE    OF SHARES     PRICE    OF SHARES     PRICE
                                      ---------    --------   ---------   --------   ---------   --------
<S>                                   <C>       <C>       <C>      <C>       <C>       <C>
Outstanding at beginning of year        173,085    $  18.19     358,773   $  19.12     352,324   $  19.51
Granted                                      --          --          --         --      69,500      18.30
Exercised                               (60,344)      16.40    (153,412)     19.10     (46,055)     15.78
Cancelled                                (2,192)      24.06     (32,276)     24.06     (16,996)     23.36
                                      ---------    --------   ---------   --------   ---------   --------
Outstanding at end of year              110,549    $  18.64     173,085   $  18.19     358,773   $  19.12
                                      ---------    --------   ---------   --------   ---------   --------
Exercisable at end of year               66,299    $  18.63      91,023   $  18.63     214,711   $  20.72
                                      =========    ========   =========   ========   =========   ========
Available for grant at end of year      663,073                 660,881                628,605
                                      =========               =========              =========
</Table>

The following table summarizes information concerning options outstanding and
exercisable at December 31, 2004:

<Table>
<Caption>
                                OPTIONS OUTSTANDING                       OPTIONS EXERCISABLE
                   ------------------------------------------------  -------------------------------
                                 WEIGHTED AVERAGE
                                     REMAINING
    RANGE OF         NUMBER         CONTRACTUAL    WEIGHTED AVERAGE    NUMBER       WEIGHTED AVERAGE
EXERCISE PRICES    OUTSTANDING     LIFE (YEARS)     EXERCISE PRICE   EXERCISABLE     EXERCISE PRICE
- ---------------    -----------     ------------     --------------   -----------     --------------
<S>                <C>               <C>            <C>              <C>              <C>
 $11.125-$14.50       16,563            6              $  13.48         16,563           $  13.48
 16.15 - 18.30        64,000            7                 17.43         19,750              17.08
     24.06            29,986            2                 24.06         29,986              24.06
                     -------                                            ------
                     110,549                                            66,299
                     =======                                            ======
</Table>


9. QUARTERLY FINANCIAL DATA

The following is a summary of the quarterly results of operations for the years
ended December 31, 2004 and 2003 (unaudited as to quarterly information) (in
thousands, except per share amounts):


<Table>
<Caption>
                                                                         THREE MONTHS ENDED
                                                          ----------------------------------------------------   YEAR ENDED
            YEAR ENDED DECEMBER 31, 2004                  MARCH 31,   JUNE 30,    SEPTEMBER 30,  DECEMBER 31,   DECEMBER 31,
            ----------------------------                  ---------   --------    -------------  ------------   ------------
<S>                                                       <C>         <C>          <C>           <C>            <C>
Revenues from rental properties                           $  16,511   $ 16,443      $  16,425       $ 16,952       $ 66,331
Net earnings                                                  9,157      9,367          9,969         10,859(a)      39,352
Diluted earnings per common share                               .37        .38            .40            .44           1.59
</Table>

<Table>
<Caption>
                                                                         THREE MONTHS ENDED
                                                          ----------------------------------------------------   YEAR ENDED
            YEAR ENDED DECEMBER 31, 2003                  MARCH 31,   JUNE 30,    SEPTEMBER 30,  DECEMBER 31,   DECEMBER 31,
            ----------------------------                  ---------   --------    -------------  ------------   ------------
<S>                                                       <C>         <C>          <C>           <C>            <C>
Revenues from rental properties                           $ 16,677    $ 16,672      $  16,676      $ 16,576       $ 66,601
Earnings before cumulative effect of accounting change       9,107       9,431          9,467         9,432         37,437
Net earnings                                                 8,557       9,431          9,467         9,432         36,887
Diluted earnings per common share (b)                          .34         .38            .38           .38           1.49
</Table>

(a)  Includes credits aggregating $686 for reductions in insurance and mortgage
     receivable reserves.

(b)  After giving effect to quarterly preferred stock dividends aggregating
     $2,538 for the year ended December 31, 2003 and a reduction of $0.02 per
     share for the cumulative effect of accounting change recorded in the first
     quarter.



                                      -33-
<PAGE>

10. PROPERTY ACQUISITIONS

On November 1, 2004, the Company acquired thirty-six convenience store and
retail motor fuel properties located in Connecticut and Rhode Island for
approximately $25.7 million. Simultaneously with the closing on the acquisition,
the Company entered into a triple-net lease with a single tenant for all of the
properties. The lease provides for annual rentals at a competitive lease
capitalization rate and provides for escalations thereafter. The triple-net
lease has an initial term of fifteen years and provides the tenant options for
three renewal terms of five years each. The lease also provides that the tenant
is responsible for environmental conditions at the properties, including those
properties where remediation activities are ongoing.

     On May 1, 2003, the Company completed the acquisition of forty-one retail
motor fuel and convenience store properties that it had been leasing for the
past twelve years. The aggregate purchase price for these properties was
approximately $13.0 million, excluding transaction costs. Forty of the locations
are subleased to Marketing under the Master Lease through at least 2015. Annual
rent expense of approximately $1.3 million, and future rent escalations
scheduled through 2056, will be eliminated as a result of the acquisition. Since
the seller has agreed to indemnify the Company for historical environmental
costs, and the seller's indemnity is supported by an escrow fund established
solely for that purpose, the Company's exposure to environmental remediation
expenses should not change because of the acquisition.

11. SUBSEQUENT EVENTS

     On February 23, 2005, the Company entered into a definitive real estate
asset purchase agreement to acquire 23 convenience store and retail motor fuel
properties in Virginia for approximately $29,000,000. The closing is expected to
be completed by the end of the first quarter 2005. The Company entered into a
triple-net lease with a single tenant for all of the properties. The tenant
currently leases the properties from the seller and operates the locations under
its proprietary convenience store brand in its network of over 200 locations.
The lease provides for annual rentals at a competitive lease capitalization rate
and provides for escalations thereafter. The lease has an initial term of
fifteen years and provides the tenant options for three renewal terms of five
years each. The lease also provides that the tenant is responsible for all
existing and future environmental conditions at the properties. An affiliate of
the tenant currently leases other properties from the Company.

     In March 2005 the Company entered into a Commitment Letter with JPMorgan
for an unsecured three-year senior revolving credit facility ("Credit Facility")
in the aggregate amount of $100,000,000 which the Company anticipates will
replace the outstanding $25,000,000 uncommitted line of credit. Under the terms
of the proposed Credit Facility, the Company will have the options to increase
the Credit Facility by $25,000,000 and extend the Credit Facility for one
additional year. While the Commitment Letter is non-binding and is subject to
JPMorgan's successful syndication of a substantial portion of the Credit
Facility, and execution of definitive agreements containing customary terms and
conditions, the Company believes that the Credit Facility will be committed and
available in the second quarter of 2005.

     The Company anticipates that borrowings under the proposed Credit Facility
will bear interest at a rate equal to the sum of a base rate or a LIBOR rate
plus an applicable margin ranging from 1.25% to 1.75%, which is based on the
Company's leverage ratio, as defined by the Credit Facility. The annual
commitment fee on the unused proposed Credit Facility Fee will range from 0.10%
to 0.20%, which will be based on usage. The Company expects that the Credit
Facility will include financial covenants such as leverage and coverage ratios
and other customary covenants, including limitations on the Company's ability to
incur debt and pay dividends, maintenance of tangible net worth and events of
default, including a change of control and maintenance of REIT status. The
Company does not believe that these covenants will limit its current business
practices.

     In addition, JPMorgan has agreed to increase the funds available under the
existing $25,000,000 uncommitted line of credit, which expires on June 30, 2005,
if required to enable the Company to complete the acquisition discussed above
prior to funds becoming available under the proposed Credit Facility.


                                      -34-
<PAGE>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have completed an integrated audit of Getty Realty Corp.'s 2004 consolidated
financial statements and of its internal control over financial reporting as of
December 31, 2004 and audits of its 2003 and 2002 consolidated financial
statements in accordance with standards of the Public Company Accounting
Oversight Board (United States). Our opinions, based on our audits, are
presented below:

Consolidated financial statements

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations and cash flows present fairly, in all
material respects, the financial position of Getty Realty Corp. and its
subsidiaries at December 31, 2004 and 2003, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2004 in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit of financial statements
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

Internal control over financial reporting

Also, in our opinion, management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that the
Company maintained effective internal control over financial reporting as of
December 31, 2004 based on criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), is fairly stated, in all material respects, based on those
criteria. Furthermore, in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31,
2004, based on criteria established in Internal Control - Integrated Framework
issued by the COSO. The Company's management is responsible for maintaining
effective internal control over financial reporting, and for its assessment of
the effectiveness of internal control over financial reporting. Our
responsibility is to express opinions on management's assessment and on the
effectiveness of the Company's internal control over financial reporting based
on our audit. We conducted our audit of internal control over financial
reporting in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. An audit of internal control over financial reporting includes
obtaining an understanding of internal control over financial reporting,
evaluating management's assessment, testing and evaluating the design and
operating effectiveness of internal control, and performing such other
procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (i) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
New York, New York
March 11, 2005



                                      -35-
<PAGE>

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f). Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we conducted
an evaluation of the effectiveness of our internal control over financial
reporting based on the framework in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our assessment under the framework in Internal Control - Integrated
Framework, our management concluded that our internal control over financial
reporting was effective as of December 31, 2004.

    PricewaterhouseCoopers LLP, our independent registered public accounting
firm which audited the financial statements included in this Annual Report, has
issued an attestation report on management's assessment of our internal control
over financial reporting which is included herein.

CAPITAL STOCK

Our common stock is traded on the New York Stock Exchange (symbol: "GTY"). At
December 31, 2004, there were approximately 1,500 holders of record and 11,000
beneficial holders of our common stock. The price range of our common stock and
cash dividends declared with respect to each share of common stock during the
years ended December 31, 2004 and 2003 was as follows:

<Table>
<Caption>
                             PRICE RANGE           CASH
                       ---------------------     DIVIDENDS
   PERIOD ENDING         HIGH          LOW       PER SHARE
   -------------       --------     --------     ---------
<S>                    <C>          <C>          <C>
December 31, 2004      $  30.10     $  26.04     $  .4250
September 30, 2004        26.22        22.75        .4250
June 30, 2004             25.52        21.35        .4250
March 31, 2004            27.47        25.27        .4250

December 31, 2003      $  27.35     $  23.95     $  .4250
September 30, 2003        25.25        22.41        .4250
June 30, 2003             23.42        18.78        .4125
March 31, 2003            19.49        17.90        .4125
</Table>



                                      -36-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>4
<FILENAME>c93068exv21.txt
<DESCRIPTION>SUBSIDIARIES
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .
                                                                      EXHIBIT 21

SUBSIDIARIES OF THE COMPANY

<Table>
<Caption>
                                                            STATE OF
                      SUBSIDIARY                          INCORPORATION
                      ----------                          -------------
<S>                                                       <C>
Getty Properties Corp.                                      Delaware
AOC Transport, Inc.                                         Delaware
Getty CT Leasing, Inc.                                      New York
Getty VA Leasing, Inc.                                      New York
Getty TM Corp.                                              Maryland
GettyMart Inc.                                              Delaware
Leemilt's Flatbush Avenue, Inc.                             New York
Leemilt's Petroleum, Inc.                                   New York
Slattery Group Inc.                                        New Jersey
Power Test Realty Company Limited Partnership*              New York
</Table>

*ninety-nine percent owned by the Company, representing the limited partner
units, and one percent owned by Getty Properties Corp., representing the general
partner interest.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>c93068exv23.txt
<DESCRIPTION>CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
<TEXT>
<PAGE>
                                                                      EXHIBIT 23

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-115672, 333-45249 and 333-45251) and on Form
S-3 (Nos. 333-114730 and 333-63060) of Getty Realty Corp. of our report dated
March 11, 2005 relating to the financial statements, management's assessment of
the effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting, which appears in the
Annual Report to Shareholders, which is incorporated in this Annual Report on
Form 10-K. We also consent to the incorporation by reference of our report dated
March 11, 2005 relating to the financial statement schedules, which appear in
this Form 10-K.

/s/ PricewaterhouseCoopers LLP

New York, New York
March 11, 2005

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>6
<FILENAME>c93068exv31w1.txt
<DESCRIPTION>RULE 13A-14(A) CERTIFICATION OF CFO
<TEXT>
<PAGE>
                                                                    EXHIBIT 31.1

            RULE 13a-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Thomas J. Stirnweis, certify that:

1. I have reviewed this Annual Report on Form 10-K of Getty Realty Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the
registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures as of the end of the period covered by
this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's fourth fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting: and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: March 11, 2005

By: /s/ THOMAS J. STIRNWEIS
    -----------------------
Thomas J. Stirnweis
Vice President, Treasurer and
Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>7
<FILENAME>c93068exv31w2.txt
<DESCRIPTION>RULE 13A-14(A) CERTIFICATION OF CEO
<TEXT>
<PAGE>
                                                                    EXHIBIT 31.2

             RULE 13a-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Leo Liebowitz, certify that:

1. I have reviewed this Annual Report on Form 10-K of Getty Realty Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the
registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures as of the end of the period covered by
this report based on such evaluation; and

d) disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's fourth fiscal quarter
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting: and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting, which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

Date: March 11, 2005

By: /s/ LEO LIEBOWITZ
    -----------------
Leo Liebowitz
Chairman and Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>8
<FILENAME>c93068exv32w1.txt
<DESCRIPTION>SECTION 1350 CERTIFICATION OF CEO
<TEXT>
<PAGE>
                                                                    EXHIBIT 32.1

             SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER

    Pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of Getty Realty Corp. (the
"Company") hereby certifies, to such officer's knowledge, that:

     (i) the Annual Report on Form 10-K of the Company for the annual period
ended December 31, 2004 (the "Report") fully complies with the requirements of
Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of
1934, as amended; and

     (ii) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Dated: March 11, 2005

By: /s/ LEO LIEBOWITZ
    -----------------
Leo Liebowitz Chairman and Chief Executive Officer

A signed original of this written statement required by Section 906 has been
provided to Getty Realty Corp. and will be retained by Getty Realty Corp. and
furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely to accompany the Report
pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>9
<FILENAME>c93068exv32w2.txt
<DESCRIPTION>SECTION 1350 CERTIFICATION OF CFO
<TEXT>
<PAGE>
                                                                    EXHIBIT 32.2

             SECTION 1350 CERTIFICATION OF CHIEF FINANCIAL OFFICER

     Pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned officer of Getty Realty Corp.(the
"Company") hereby certifies, to such officer's knowledge, that:

     (i) the Annual Report on Form 10-K of the Company for the annual period
ended December 31, 2004 (the "Report") fully complies with the requirements of
Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of
1934, as amended; and

     (ii) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

Dated: March 11, 2005

By: /s/ THOMAS J. STIRNWEIS
    -----------------------
Thomas J. Stirnweis
Vice President, Treasurer and
Chief Financial Officer

A signed original of this written statement required by Section 906 has been
provided to Getty Realty Corp. and will be retained by Getty Realty Corp. and
furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished solely to accompany the Report
pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
