SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.  20549     
                          ----------------------------------

                                       FORM 8-A

            FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
            SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934


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




    MARYLAND                                     13-3956775 
    --------                                     -----------
(STATE OF INCORPORATION OR ORGANIZATION)    (IRS EMPLOYER IDENTIFICATION NO.)


70 WEST 36TH STREET                                  10018-8007    
                                            ------------------
NEW YORK, NEW YORK                              (ZIP CODE)
- ------------------
(ADDRESS OF PRINCIPAL 
EXECUTIVE OFFICES) 


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS TO BE              NAME OF EACH EXCHANGE ON WHICH 
SO REGISTERED                          EACH CLASS IS TO BE REGISTERED
- -------------------------              ------------------------------

Common Stock, par value                New York Stock Exchange, Inc.
$.01 per share 




SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

None


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

    The section captioned "Capital Stock" in the Registrant's prospectus to be
filed with the Securities and Exchange Commission pursuant to rule 424(b) under
the Securities Act of 1933, as amended, and forming a part of the Registrant's
Registration Statement on Form S-11 (No. 333-29329) (the "Registration
Statement") is incorporated herein by reference.

                                                                     Page 1 of 3




ITEM 2.  EXHIBITS.

    (I)  The following exhibits have been filed with the Securities and
Exchange Commission:

         (1)       Form of Specimen Share Certificate for Common Stock.*
         (2)       Portions of the Amended and Restated Articles of
                   Incorporation and the By-laws of the Registrant defining the
                   rights of holders of shares of Common Stock.**
         
    (II) The following exhibits are to be filed with The New York Stock
Exchange only:

         (1)       Not applicable.

         (2)       Not applicable.

         (3)       Not applicable.

         (4)(a)    Form of Amended and Restated Articles of Incorporation of
                   the Registrant.
             (b)   By-laws of the Registrant.

         (5)       Form of Specimen Share Certificate for Common Stock.

         (6)       Not applicable.




__________________________
*   Incorporated by reference to Exhibit 4.1 to the Registration Statement.
**  Incorporated by reference to Exhibit 3.1 and 3.2 to the Registration
    Statement.

                                          2                     Page 2 of 3







                                      SIGNATURE



    Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.








                                           SL GREEN REALTY CORP.
                                           ---------------------
                                               (Registrant)


                                        By:/s/ Benjamin P. Feldman
                                           -----------------------
July 18, 1997                              Benjamin P. Feldman, 
                                           Executive Vice President


                                          3                     Page 3 of 3