8-K

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

                                   FORM 8-K

                                CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 12, 1998

                           Kimco Realty Corporation
            (Exact name of registrant as specified in its charter)

  Maryland                         1-10899                  13-2744380
 ----------------------------     --------------------     --------------------
 (State or other jurisdiction     (Commission File         (IRS Employer
  of incorporation                 Number)                  Identification No.)

3333 New Hyde Park Road
New Hyde Park, New York                                      11042-0020
- -----------------------------                              --------------------
   (Address of principal                                      (zip code)
   executive offices)

                                 516/869-9000
                            -----------------------
                            Registrant's telephone,
                              including area code

                                Not Applicable
- ------------------------------------------------------------------------------
         (former name or former address, if change since last report.)



                   KIMCO REALTY CORPORATION AND SUBSIDIARIES
                                CURRENT REPORT
                                      ON
                                   FORM 8-K

Item 7.  Financial Statements and Exhibits

The items listed below are filed as exhibits and are incorporated by reference
into the registration statements on Form S-3 and all amendments thereto (Nos.
333-61303).

Exhibits

     4(j) Form of Remarketed Reset Note




SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                           Kimco Realty Corporation 
                                           ------------------------
                                                 Registrant

Date:  March 26, 1999

                                           By: /s/ Michael V. Pappagallo
                                              --------------------------
                                           Michael V. Pappagallo
                                           Chief Financial Officer

EX-4.(J)

                                 [FACE OF NOTE]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.


REGISTERED NO.:                  REGISTERED PRINCIPAL AMOUNT: 
CUSIP No.:


                            KIMCO REALTY CORPORATION

                    REMARKETED RESET NOTE DUE 



         KIMCO REALTY CORPORATION, a Maryland corporation (the "Issuer"), which
term includes any successor under the Indenture hereinafter referred to, for
value received, hereby promises to pay to Cede and Co., as nominee of The
Depository Trust Company ("DTC") or its registered assigns, the principal amount
of                 ($         ), on             , in such coin or currency of 
the United States of America as at the time of payment shall be legal 
tender for the payment of public and private debts, and to pay interest in
arrears on each           ,       ,       and         , as the case may
be, or any other date as shall be established by the Issuer as an interest
payment date in accordance with the provisions set forth below (each, an
"Interest Payment Date"), commencing on              , and at maturity or
earlier redemption, on the principal amount of this Note, in like coin or
currency, at the times and at the rate per annum from time to time in effect as
set forth below, from the most recent date to which interest has been paid or,
if no interest has been paid, from           . The interest so payable on
each Interest Payment Date will, subject to certain exceptions provided in the
Indenture, be paid to the person in whose name this Note is registered on the
15th calendar day, whether or not a Business Day (as defined below), next
preceding the




applicable Interest Payment Date (the "Record Date"). The term "Business Day"
means any day other than a Saturday or Sunday or a day on which banking
institutions in The City of New York are required or authorized to close and, if
this Note is in the Floating Rate Mode, that is also a London Business Day. The
term "London Business Day" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.

         During the period from and including          to but excluding
         (the "Initial Spread Period"), interest on this Note will be
payable quarterly in arrears, on          ,          ,         and        
(or, if not a Business Day, on the next succeeding Business Day 
(except as described below)), to the persons in whose names this
Note is registered at the close of business on the applicable Record Date.
During the Initial Spread Period and any Subsequent Spread Period (as defined
below) for which this Note is in the Floating Rate Mode (as defined below), the
interest rate on this Note will be reset quarterly and this Note will bear
interest at a per annum rate (computed on the basis of the actual number of days
elapsed over a 360-day year) equal to LIBOR (as defined below) for the
applicable Quarterly Period (as defined herein), plus the applicable Spread (as
defined below). Interest on this Note will accrue from and including the most
recent Interest Payment Date to which interest has been paid (or, in the case of
the Initial Quarterly Period (as defined herein),         ) to but
excluding the applicable Interest Payment Date or maturity date or date of
earlier redemption, as the case may be. The "Initial Quarterly Period" will be
the period from and including              to but excluding        . 
Thereafter, each Quarterly Period during the Initial Spread Period or any
Subsequent Spread Period (each, a "Quarterly Period") will be from and including
the most recent Interest Payment Date to which interest has been paid to but
excluding the applicable Interest Payment Date, and the first day of a Quarterly
Period is referred to herein as an "Interest Reset Date."

         The Spread applicable during the Initial Spread Period will be   
% (the "Initial Spread"), and the interest rate mode used for the Initial Spread
Period will be the Floating Rate Mode. The interest rate per annum during the
Initial Quarterly Period will be equal to LIBOR, determined as of       , 
plus    %. The interest rate per annum for each succeeding Quarterly
Period during the Initial Spread Period will equal LIBOR for such Quarterly
Period plus the Initial Spread. Thereafter, the Spread will be determined in the
manner described herein for each subsequent spread period from and including
each Commencement Date (as defined below) to but excluding each next succeeding
Commencement Date (a "Subsequent Spread Period"), which will be one or more
periods of at least six months and not more than nine years (or any integral
multiple of six months therein), designated by the Issuer, commencing on
          or         (or as otherwise specified by the Issuer and the
Remarketing Agent (as defined below) on the applicable Duration/Mode
Determination Date (as defined below) in connection with the establishment of
each Subsequent Spread Period), as applicable, through and including    
  2008 (it being understood that no Subsequent Spread Period may end after
August         ). The first Commencement Date will be         .

         If any Interest Payment Date (other than at maturity), redemption date,
Interest Reset Date, Commencement Date or Tender Date (as defined below) in the
Floating Rate Mode would


                                       2



otherwise be a day that is not a Business Day, such Interest Payment Date,
redemption date, Interest Reset Date, Commencement Date or Tender Date will be
postponed to the next succeeding day that is a Business Day, except that if such
Business Day is in the next succeeding calendar month, such Interest Payment
Date, redemption date, Interest Reset Date, Commencement Date or Tender Date
shall be the next preceding Business Day.

         If the maturity date of this Note, whether in the Floating Rate Mode or
the Fixed Rate Mode (as defined below), falls on a day that is not a Business
Day, the related payment of principal and interest will be made on the next
succeeding Business Day as if it were made on the date such payment was due, and
no interest will accrue on the amounts so payable for the period from and after
such date to the next succeeding Business Day.

         "LIBOR" applicable for a Quarterly Period will be determined by the
Rate Agent (as defined below) as of the second London Business Day (as defined
below) preceding the applicable Interest Reset Date (the "LIBOR Determination
Date") in accordance with the following provisions:

                  (i) LIBOR will be determined on the basis of the offered rates
         for three-month deposits in U.S. dollars, commencing on the second
         London Business Day immediately following such LIBOR Determination
         Date, which appears on Telerate Page 3750 (as defined below) as of
         approximately 11:00 a.m., London time, on such LIBOR Determination
         Date. If no rate appears on Telerate Page 3750, LIBOR for such LIBOR
         Determination Date will be determined in accordance with the provisions
         of (ii) below; and

                  (ii) With respect to a LIBOR Determination Date on which no
         rate appears on Telerate Page 3750 as of approximately 11:00 a.m.,
         London time, on such LIBOR Determination Date, the Rate Agent shall
         request the principal London offices of each of four major reference
         banks in the London interbank market selected by the Rate Agent to
         provide the Rate Agent with a quotation of the rate at which
         three-month deposits in U.S. dollars, commencing on the second London
         Business Day immediately following such LIBOR Determination Date, are
         offered by it to prime banks in the London interbank market as of
         approximately 11:00 a.m., London time, on such LIBOR Determination Date
         in a principal amount equal to an amount of not less than U.S.
         $1,000,000 that is representative for a single transaction in such
         market at such time. If at least two such quotations are provided,
         LIBOR for such LIBOR Determination Date will be the arithmetic mean of
         such quotations as calculated by the Rate Agent. If fewer than two
         quotations are provided, LIBOR for such LIBOR Determination Date will
         be the arithmetic mean of the rates quoted as of approximately 11:00
         a.m., New York City time, on such LIBOR Determination Date by three
         major banks in The City of New York selected by the Rate Agent (after
         consultation with the Issuer) for loans in U.S. dollars to leading
         European banks, having a three-month maturity commencing on the second
         London Business Day immediately following such LIBOR Determination Date
         and in a principal amount equal to an amount of not less than U.S.
         $1,000,000 that is


                                       3



         representative for a single transaction in such market at such time;
         provided, however, that if the banks selected as aforesaid by the Rate
         Agent are not quoting as mentioned in this sentence, LIBOR for such
         LIBOR Determination Date will be LIBOR determined with respect to the
         immediately preceding LIBOR Determination Date or in the case of the
         first LIBOR Determination Date, LIBOR for the Initial Quarterly Period.

                  (iii) "Telerate Page 3750" means the display designated on
         page "3750" on Bridge Telerate, Inc. (or such other page as may replace
         the 3750 page on that service, any successor service or such other
         service or services as may be nominated by the British Bankers'
         Association for the purpose of displaying London interbank offered
         rates for U.S. dollar deposits).

         Unless notice of redemption of the Notes as a whole has been given,
after the Initial Spread Period, the duration, redemption dates, redemption
type, redemption prices (if applicable), Commencement Date, Interest Payment
Dates, interest rate mode and any other relevant terms for each Subsequent
Spread Period will be agreed to by the Issuer and the Remarketing Agent by 3:00
p.m., New York City time, on the tenth Business Day prior to the Commencement
Date of such Subsequent Spread Period (the "Duration/Mode Determination Date"),
and the Spread for each Subsequent Spread Period will be agreed to by the Issuer
and the Remarketing Agent by 1:00 p.m., New York City time, on the fifth
Business Day prior to the Commencement Date of such Subsequent Spread Period
(the "Spread Determination Date"). Interest on this Note during each Subsequent
Spread Period shall accrue, as applicable, either (i) at a floating interest
rate (such Note being in the "Floating Rate Mode" and such interest rate being a
"Floating Rate") or (ii) at a fixed interest rate (such Note being in the "Fixed
Rate Mode" and such interest rate being a "Fixed Rate"), in each case as
determined by the Remarketing Agent and the Issuer in accordance with a
Remarketing Agreement between the Remarketing Agent and the Issuer (the
"Remarketing Agreement").

         If the Issuer and the Remarketing Agent are unable to agree on the
Spread for any Subsequent Spread Period, (1) the Subsequent Spread Period will
be one year, (2) this Note will be reset to the Floating Rate Mode, (3) the
Spread for such Subsequent Spread Period will be the Alternate Spread (as
defined below) and (4) this Note will be redeemable at the option of the Issuer,
in whole or in part, upon at least five Business Days' notice given by no later
than the fifth Business Day after the applicable Spread Determination Date, at a
redemption price equal to 100% of the principal amount thereof, together with
unpaid interest accrued to the redemption date, except that this Note may not be
redeemed prior to the Tender Date or later than the last day of such one-year
Subsequent Spread Period. The "Alternate Spread" will be the percentage equal to
LIBOR for the Quarterly Period beginning on the first day of the applicable
Subsequent Spread Period (the "Commencement Date").

         If this Note is to be reset to the Fixed Rate Mode, as agreed to by the
Issuer and the Remarketing Agent on the applicable Duration/Mode Determination
Date, then the applicable Fixed Rate for the corresponding Subsequent Spread
Period will be determined by 1:00 p.m., New York City time, on the third
Business Day prior to the Commencement Date for such


                                       4



Subsequent Spread Period (the "Fixed Rate Determination Date"), in accordance
with the following provisions: the Fixed Rate will be a per annum rate and will
be determined by adding (i) the applicable Spread (as agreed to by the Issuer
and the Remarketing Agent on the preceding Spread Determination Date) to (ii)
the yield to maturity determined by 1:00 p.m., New York City time, on the Fixed
Rate Determination Date (expressed as a bond equivalent, on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis) of the
applicable United States Treasury security, selected by the Rate Agent after
consultation with the Remarketing Agent, as having a maturity comparable to the
duration selected for the following Subsequent Spread Period, which would be
used in accordance with customary financial practice in pricing new issues of
corporate debt securities of comparable maturity to the duration selected for
the following Subsequent Spread Period.

         Interest in the Fixed Rate Mode will be computed on the basis of a
360-day year of twelve 30-day months. Such interest will be payable semiannually
in arrears on the Interest Payment Dates (            and          , unless
otherwise specified by the Issuer and the Remarketing Agent on the applicable
Duration/Mode Determination Date) at the applicable Fixed Rate, as determined by
the Issuer and the Remarketing Agent on the Fixed Rate Determination Date,
beginning on the Commencement Date and continuing for the duration of the
relevant Subsequent Spread Period.

         If any Interest Payment Date or any redemption date in the Fixed Rate
Mode falls on a day that is not a Business Day (in either case, other than any
Interest Payment Date or redemption date that falls on a Commencement Date, in
which case such date will be postponed to the next day that is a Business Day),
the required payment of principal and interest will be made on the next
succeeding Business Day as if it were made on the date such payment was due, and
no interest will accrue on the amounts so payable for the period from and after
such dates to the next succeeding Interest Payment Date.

         All percentages resulting from any calculation of any interest rate for
the Notes will be rounded, if necessary, to the nearest one hundred thousandth
of a percentage point, with five one millionths of a percentage point rounded
upward and all dollar amounts will be rounded to the nearest cent, with one half
cent being rounded upward.

         In the event the Issuer and the Remarketing Agent agree on the Spread
on the Spread Determination Date with respect to any Subsequent Spread Period,
the Issuer and the Remarketing Agent will enter into a Remarketing Agreement
(the "Remarketing Agreement") on such Spread Determination Date. On the first
day of such Subsequent Spread Period (the "Tender Date"), the holder of this
Note or beneficial owner herein may, upon giving notice as provided below (the
"Tender Notice"), tender such Note for remarketing by the Remarketing Agent on
the Tender Date at 100% of the principal amount thereof (the "Purchase Price").
Subject to the second succeeding paragraph, the Purchase Price will be paid by
the Remarketing Agent in accordance with the standard procedures of DTC.
Interest accrued on this Note with respect to the preceding Quarterly Period
will be paid by the Issuer in the manner described above.


                                       5



         The Tender Notice must be received by the Remarketing Agent during the
period commencing at 3:00 p.m., New York City time, on the Spread Determination
Date and ending at 12:00 noon, New York City time, on the second Business Day
following such Spread Determination Date for such Subsequent Spread Period (the
"Notice Date"). Except as otherwise provided below, a Tender Notice shall be
irrevocable. If a Tender Notice is not received for any reason by the
Remarketing Agent by 5:00 p.m., New York City time, on the Notice Date, the
holder and/or particular beneficial owner of this Note shall be deemed to have
elected not to tender such Note for remarketing by the Remarketing Agent and
this Note shall bear interest upon the same terms as the tendered Note.

         In the event that, with respect to any Subsequent Spread Period, the
Remarketing Agent is unable to remarket some or all of the Notes for which a
Tender Notice shall have been given and, in its sole discretion, chooses not to
purchase such tendered Notes, then (1) all such Tender Notices will be null and
void, (2) none of the Notes for which such Tender Notices shall have been given
will be remarketed by the Remarketing Agent on such Tender Date, (3) the
Subsequent Spread Period will be one year, which Subsequent Spread Period shall
be deemed to have commenced upon the applicable Commencement Date, (4) the Notes
will be reset to the Floating Rate Mode, (5) the Spread for such Subsequent
Spread Period will be the Alternate Spread and (6) this Note will be redeemable
at the option of the Issuer, in whole or in part, upon at least ten Business
Days' notice given by no later than the fifth Business Day following the
applicable Tender Date, on the date set forth in such notice, which shall be no
later than the last day of such one-year Subsequent Spread Period, at a
redemption price equal to 100% of the principal amount thereof, together with
unpaid interest accrued to the redemption date.

         No beneficial owner of any Note shall have any rights or claims against
the Issuer or the Remarketing Agent as a result of the Remarketing Agent not
purchasing such Notes, except that such beneficial owner shall have the right to
receive from the Issuer in accordance with the preceding paragraph. The Issuer
will have no obligation under any circumstance to repurchase any Notes, except
in the case of Notes called for redemption as described herein.

         Notwithstanding anything to the contrary contained herein, the
Remarketing Agent shall have the option, but not the obligation, to purchase any
Notes tendered to it that it is not able to remarket. If the Remarketing Agent
is unable to remarket the entire principal amount of all Notes tendered on any
Tender Date and, in its sole discretion, the Remarketing Agent chooses not to
purchase such tendered Notes, the Remarketing Agent will promptly notify the
Issuer and the Trustee (as defined below). As soon as practicable after receipt
of such notice, the Issuer will cause a notice to be given to Noteholders
specifying (1) the one-year duration of the Subsequent Spread Period, (2) that
the Notes will reset to the Floating Rate Mode, (3) the Spread for such
Subsequent Spread Period (which shall be the Alternate Spread) and (4) LIBOR for
the Initial Quarterly Period of such Subsequent Spread Period.

         The term "Remarketing Agent" means the nationally recognized
broker-dealer selected by the Issuer to act as Remarketing Agent. The term "Rate
Agent" means the nationally recognized broker-dealer selected by the Issuer as
its agent to determine (i) LIBOR and the


                                       6



interest rate on the Notes for any Quarterly Period and/or (ii) the yield to
maturity on the applicable United States Treasury security that is used in
connection with the determination of the applicable Fixed Rate, and the ensuing
applicable Fixed Rate. Pursuant to a Remarketing Agreement, Merrill Lynch,
Pierce, Fenner & Smith Incorporated has agreed to act as Remarketing Agent and
Rate Agent. The Issuer, in its sole discretion, may change the Remarketing Agent
and the Rate Agent for any Subsequent Spread Period at any time on or prior to
3:00 p.m., New York City time, on the Duration/Mode Determination Date relating
thereto.

         This Note may not be redeemed by the Issuer prior to                 .
On that date, on each Commencement Date and on those Interest Payment Dates
specified as redemption dates by the Issuer on the Duration/Mode Determination
Date in connection with any Subsequent Spread Period, this Note may be redeemed,
at the option of the Issuer, in whole or in part, upon notice thereof given at
any time during the 30 calendar day period ending on the tenth Business Day
prior to the redemption date, in accordance with the redemption type selected on
the Duration/Mode Determination Date. This Note is also redeemable in accordance
with other provisions specified above. In the event of any redemption of less
than all of the outstanding Notes, the particular Notes to be redeemed will be
selected by such method as the Issuer shall deem fair and appropriate.

         The redemption type to be chosen by the Issuer and the Remarketing
Agent on the Duration/Mode Determination Date may be one of the following as
defined herein: (i) Par Redemption; (ii) Premium Redemption; or (iii) Make-Whole
Redemption. "Par Redemption" means redemption at a redemption price equal to
100% of the principal amount thereof, plus unpaid interest accrued thereon, if
any, to the redemption date. "Premium Redemption" means redemption at a
redemption price or prices greater than 100% of the principal amount thereof,
plus unpaid interest accrued thereon, if any, to the redemption date, as
determined on the Duration/Mode Determination Date. "Make-Whole Redemption"
means redemption at a redemption price equal to the sum of (i) the principal
amount being redeemed plus unpaid interest accrued thereon, if any to the
redemption date and (ii) the Make-Whole Amount (as defined herein), if any.

         "Make-Whole Amount" means the excess, if any, of (i) the aggregate
present value as of the date of redemption of each dollar of principal being
redeemed or paid and the amount of interest (exclusive of interest accrued to
the date of redemption) that would have been payable in respect of such dollar
if such redemption had not been made, determined by discounting, on a semiannual
basis, such principal and interest at the Reinvestment Rate (as defined below)
(determined on the third Business Day preceding the date such notice of
redemption is given) from the respective dates on which such principal and
interest would have been payable if such redemption had not been made, over (ii)
the aggregate principal amount being redeemed.

         "Reinvestment Rate" means    % plus the yield on treasury securities at
constant maturity under the heading "Week Ending" published in the Statistical
Release (as defined below) under the caption "Treasury Constant Maturities" for
the maturity (rounded to the nearest month) corresponding to the remaining life
to maturity, as of the payment date of the principal


                                       7



being redeemed. If no maturity exactly corresponds to such maturity, yields for
the two published maturities most closely corresponding to such maturity shall
be calculated pursuant to the immediately preceding sentence and the
Reinvestment Rate shall be interpolated or extrapolated from such yields on a
straight-line basis, rounding in each of such relevant periods to the nearest
month. For purposes of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the
Make-Whole Amount shall be used.

         "Statistical Release" means the statistical release designated "H.
15(519)" or any successor publication which is published weekly by the Federal
Reserve System and which establishes yields on actively traded United States
government securities adjusted to constant maturities or, if such statistical
release is not published at the time of any determination, then such other
reasonably comparable index which shall be designated by the Rate Agent, after
consultation with the Issuer.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof and, if so specified above, in the Addendum hereto,
which further provisions shall have the same force and effect as if set forth on
the face hereof.

         Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


                                       8



IN WITNESS WHEREOF, Kimco Realty Corporation has caused this Note to be duly
executed.

                                   KIMCO REALTY CORPORATION.,
                                   as Issuer


                                   By: /s/
                                       --------------------------------------
                                       Name:
                                       Title:

Attest:

/s/
- -----------------------------------
    Name: 
    Title:

[SEAL]


                                       9



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.

Dated:                                 IBJ SCHRODER BANK & TRUST
                                            COMPANY,
                                       as Trustee


                                       By: /s/
                                           ----------------------------------
                                           
                                           Authorized Signatory


                                       10



                                [REVERSE OF NOTE]

                            KIMCO REALTY CORPORATION

                   REMARKETED RESET NOTES DUE

         This Note is one of a duly authorized series of Securities (the
"Securities") of the Issuer issued and to be issued under an Indenture, dated as
of September 1, 1993, as amended by the First Supplemental Indenture dated as of
August 4, 1994, the Second Supplemental Indenture dated as of April 7, 1995 and
as further amended, or supplemented from time to time, (the "Indenture"),
between the Issuer and IBJ Schroder Bank & Trust Company, as Trustee (the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Issuer, the Trustee and the holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Note is one of the series of Securities
designated as "Series A Medium-Term Notes Due Nine Months or More From Date of
Issue" (the "Notes"), which series of Securities is limited to $320,000,000
aggregate initial offering price (or the equivalent thereof, determined as of
the respective dates of issuance, in any other currency or currencies), subject
to the provisions of the Indenture. All terms used but not defined in this Note
shall have the meanings assigned to such terms in the Indenture.

         This Note is issuable only in registered form without coupons in
minimum denominations of U.S. $1,000 and integral multiples thereof.

         This Note will not be subject to any sinking fund and, except as
provided on the face hereof, will not be redeemable or repayable prior to the
Stated Maturity Date.

         If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.

         The Indenture contains provisions for defeasance of (i) the entire
indebtedness of the Notes or (ii) certain covenants and Events of Default with
respect to the Notes, in each case upon compliance with certain conditions set
forth therein, which provisions apply to the Notes.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the holders of the Securities at any time by the Issuer
and the Trustee with the consent of the holders of not less than a majority of
the aggregate principal amount of all Securities at the time outstanding and
affected thereby. The Indenture also contains provisions permitting the holders
of not less than a majority of the aggregate principal amount of the outstanding
Securities of any series, on behalf of the holders of all such Securities, to
waive compliance by the Issuer with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the holders of not less than a
majority of the aggregate principal amount of the outstanding Securities of any


                                       11



series, in certain instances, to waive, on behalf of all of the holders of
Securities of such series, certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this Note shall be
conclusive and binding upon such holder and upon all future holders of this Note
and other Notes issued upon the registration or transfer hereof or in exchange
heretofore or in lieu hereof, whether or not notation or such consent or waiver
is made upon this Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
and herein set forth, the transfer of this Note is registrable in the Security
Register of the Issuer upon surrender of this Note for registration of transfer
at the office or agency of the Issuer in any place where the principal hereof
and any premium or interest hereon are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the
Security Registrar duly executed by, the holder hereof or by his attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

         As provided in the Indenture and subject to certain limitations therein
and herein set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations but otherwise having the
same terms and conditions, as requested by the holder hereof surrendering the
same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
holder in whose name this Note is registered as the owner thereof for all
purposes, whether or not this Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.

         The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State without regard to conflict of law
principles.

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:


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TEN COM - as tenants in common               UNIF GIFT MIN ACT  - Custodian
TEN ENT - as tenants by the entireties       ________________     ______________
JT TEN -  as joint tenants with right of     (Cust)               (Minor)
          survivorship and not as tenants    under Uniform Gifts to Minors Act
          in common                                   ________________
                                                      (State)



Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
                              and transfer(s) unto

                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE


________________________________________________________________________________
     (Please print or typewrite name and address including postal zip code
                                  of assignee)

_________________ this Note and all rights thereunder hereby irrevocably
constituting and appointing _________________ Attorney to transfer this Note on
the books of the Trustee, with full power of substitution in the premises.

Dated: ____________________             ________________________________________

___________________________________________________


Notice: The signature(s) on this Assignment must correspond with the name(s) as
written upon the face of this Note in every particular, without alteration or
enlargement or any change whatsoever.


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