10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2004

     OR

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

For the transition period from ______________________________ to __________________________________

Commission file number 1-10899                                                                                          

	Kimco Realty Corporation
(Exact name of registrant as specified in its charter)
Maryland		13-2744380
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3333 New Hyde Park Road, New Hyde Park, NY 11042
(Address of principal executive offices – zip code)
	(516) 869-9000
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the 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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes           No

     Indicate by check mark whether the registrant is an accelerated filer (as defined in rule 12-b of the Act).

Yes           No

APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

112,042,471 shares outstanding as of September 30, 2004.

     1 of 35

     PART I

FINANCIAL INFORMATION

Item 1.     Financial Statements

Condensed Consolidated Financial Statements -
	Condensed Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003.
	Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2004 and 2003.
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2004 and 2003.
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2004 and 2003.
Notes to Condensed Consolidated Financial Statements.

2

KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share information)

	SEPTEMBER 30,		DECEMBER 31,
	2004		2003
Assets:
Operating real estate, net of accumulated depreciation
of $615,380 and $568,015, respectively	$	2,910,689	$	3,264,223
Investments and advances in real estate joint ventures		498,764		487,394
Real estate under development		294,980		304,286
Other real estate investments		150,239		113,085
Mortgages and other financing receivables		128,953		101,691
Cash and cash equivalents		134,031		48,288
Marketable securities		64,455		45,677
Accounts and notes receivable		51,503		50,408
Other assets		143,504		188,872
	$	4,377,118	$	4,603,924
Liabilities:
Notes payable	$	1,377,250	$	1,686,250
Mortgages payable		316,935		375,914
Construction loans payable		125,052		92,784
Other liabilities		244,039		213,213
		2,063,276		2,368,161
Minority interests in partnerships		102,587		99,917
Stockholders’ equity:
Preferred stock, $1.00 par value, authorized 3,600,000 shares
Class F Preferred Stock, $1.00 par value, authorized 700,000 shares
Issued and outstanding 700,000 shares		700		700
Aggregate liquidation preference $175,000
Common stock, $.01 par value, authorized 200,000,000 shares
Issued and outstanding 112,042,471 and 110,623,967 shares, respectively		1,120		1,106
Paid-in capital		2,188,533		2,147,286
Cumulative distributions in excess of net income		(8,068)		(30,112)
		2,182,285		2,118,980
Accumulated other comprehensive income		28,970		16,866
		2,211,255		2,135,846
	$	4,377,118	$	4,603,924

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

3

KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
For the Three and Nine Months Ended September 30, 2004 and 2003
(in thousands, except per share data)

		Three Months Ended September 30,					Nine Months Ended September 30,
		2004		2003			2004			2003
Revenues from rental property	$	123,274		$	117,409		$	392,219		$	350,038
Rental property expenses:
Rent		2,667			2,688			8,446			8,060
Real estate taxes		16,266			15,533			49,660			44,396
Operating and maintenance		12,461			11,590			42,637			39,549
		31,394			29,811			100,743			92,005
		91,880			87,598			291,476			258,033
Income from other real estate investments		5,119			5,998			20,414			15,807
Mortgage and other financing income		3,179			3,713			9,637			15,963
Management and other fee income		6,008			4,259			18,836			10,822
Depreciation and amortization		(24,304	)		(20,960	)		(76,961	)		(59,519	)
		81,882			80,608			263,402			241,106
Interest, dividends and other investment income		8,595			5,633			13,170			13,204
Other income/(expense), net		4,974			263			13,216			(837	)
Interest expense		(25,845	)		(26,094	)		(81,447	)		(73,865	)
General and administrative expenses		(11,034	)		(11,232	)		(31,660	)		(28,720	)
Gain on early extinguishment of debt		—			—			—			2,921
		58,572			49,178			176,681			153,809
Benefit / (provision) for income taxes		24			(1,171	)		(5,395	)		(3,686	)
Equity in income of real estate joint ventures, net		13,864			11,167			39,792			30,459
Minority interests in income of partnerships, net		(2,312	)		(2,323	)		(7,059	)		(5,662	)
Income from continuing operations		70,148			56,851			204,019			174,920
Discontinued operations:
Income from discontinued operating properties		1,319			1,601			2,473			5,882
Gain on early extinguishment of debt		—			—			—			3,341
Loss on operating properties held for sale/sold		(913	)		—			(5,064	)		—
Gain on disposition of operating properties		6,386			28,053			12,498			30,465
Income from discontinued operations		6,792			29,654			9,907			39,688
Gain on sale of development properties,
net of tax of $1,047, $3,333, $4,935 and $6,134,    respectively		1,571			4,999			7,404			9,202
Net Income		78,511			91,504			221,330			223,810
Original issuance costs associated with the redemption
of preferred stock		—			—			—			(7,788	)
Preferred stock dividends		(2,909	)		(2,909	)		(8,728	)		(11,759	)
Net income available to common shareholders	$	75,602		$	88,595		$	212,602		$	204,263
Per common share:
Income from continuing operations:
–Basic	$	0.62		$	0.55		$	1.82		$	1.55
–Diluted	$	0.61		$	0.54		$	1.79		$	1.53
Net income :
–Basic	$	0.68		$	0.82		$	1.91		$	1.93
–Diluted	$	0.67		$	0.81		$	1.88		$	1.90

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

4

KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Three and Nine Months Ended September 30, 2004 and 2003
(in thousands)

		Three Months Ended September 30,					Nine Months Ended September 30,
		2004		2003			2004			2003
Net income	$	78,511		$	91,504		$	221,330		$	223,810
Other comprehensive income:
Unrealized gain on marketable securities		2,799			658			9,056			3,414
Unrealized gain on interest rate swaps		—			365			—			562
Unrealized gain on warrants		1,296			373			2,547			3,846
Unrealized gain/(loss) on foreign currency hedge agreements		(8,125	)		1,074			(5,275	)		(10,421	)
Foreign currency translation adjustment		9,399			(5,863	)		5,776			6,283
Other comprehensive income		5,369			(3,393	)		12,104			3,684
Comprehensive income	$	83,880		$	88,111		$	233,434		$	227,494

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

5

KIMCO REALTY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

	Nine Months Ended September 30,
		2004			2003
Cash flow from operating activities:
Net income	$	221,330		$	223,810
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization		77,608			62,492
Loss on operating properties held for sale/sold		5,064			—
Gain on sale of development properties		(12,339	)		(15,336	)
Gain on sale of operating properties		(12,498	)		(30,465	)
Gain on early extinguishment of debt		—			(6,262	)
Minority interests in income of partnerships, net		7,059			5,662
Equity in income of real estate joint ventures, net		(39,792	)		(30,459	)
Income from other real estate investments		(15,293	)		(13,401	)
Distributions of unconsolidated investments		64,384			47,170
Change in accounts and notes receivable		(796	)		(6,151	)
Change in accounts payable and accrued expenses		20,638			8,055
Change in other operating assets and liabilities		(21,292	)		(7,576	)
Net cash flow provided by operating activities		294,073			237,539
Cash flow from investing activities:
Acquisition of and improvements to operating real estate		(202,347	)		(304,107	)
Acquisition of and improvements to real estate under development		(107,469	)		(133,785	)
Investment in marketable securities		(24,624	)		(20,708	)
Proceeds from sale of marketable securities		16,573			54,349
Investments and advances to real estate joint ventures		(98,075	)		(112,326	)
Proceeds from transferred operating properties		314,449			—
Reimbursements of advances to real estate joint ventures		73,506			67,693
Other real estate investments		(55,388	)		(26,668	)
Reimbursements of advances to other real estate investments		15,942			-
Redemption of minority interests in real estate partnerships		(3,781	)		(4,515	)
Investment in mortgage loans receivable		(69,724	)		(40,945	)
Collection of mortgage loans receivable		48,739			33,681
Proceeds from sale of mortgage loan receivable		—			36,723
Proceeds from sale of operating properties		41,858			201,476
Proceeds from sale of development properties		120,103			80,291
Net cash flow provided by (used for) investing activities		69,762			(168,841	)
Cash flow from financing activities:
Principal payments on debt, excluding
normal amortization of rental property debt		(15,151	)		(12,475	)
Principal payments on rental property debt		(6,120	)		(4,224	)
Principal payments on construction loan financings		(54,816	)		(39,189	)
Proceeds from mortgage/construction loan financings		265,720			78,996
Borrowings under revolving credit facilities		55,000			150,000
Repayment of borrowings under revolving credit facilities		(100,000	)		(190,000	)
Proceeds from issuance of medium-term notes		200,000			150,000
Repayment of medium-term note		—			(100,000	)
Repayment of unsecured notes		(464,000	)		—
Dividends paid		(198,480	)		(183,813	)
Proceeds from issuance of stock		39,755			378,005
Redemption of preferred stock		-			(225,000	)
Net cash flow (used for) provided by financing activities		(278,092	)		2,300
Change in cash and cash equivalents		85,743			70,998
Cash and cash equivalents, beginning of period		48,288			35,962
Cash and cash equivalents, end of period	$	134,031		$	106,960
Interest paid during the period (net of capitalized interest
of $6,380 and $6,298, respectively)	$	68,326		$	57,202
Income taxes paid during the period	$	10,180		$	13,491

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

6

KIMCO REALTY CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

1.      Interim Financial Statements

Principles of Consolidation -

     The accompanying Condensed Consolidated Financial Statements include the accounts of Kimco Realty Corporation (the “Company”), its subsidiaries, all of which are wholly owned, and all entities in which the Company has a controlling interest or has been determined to be a primary beneficiary of a variable interest entity. The information furnished is unaudited and reflects all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Annual Report on Form 10-K and Current Report on Form 8-K dated September 3, 2004.

     Certain 2003 amounts have been reclassified to conform to the 2004 financial statement presentation.

Income Taxes -

     The Company and its qualified REIT subsidiaries file a consolidated federal income tax return. The Company has made an election to qualify, and believes it is operating so as to qualify, as a Real Estate Investment Trust (a “REIT”) for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under Section 856 through 860 of the Internal Revenue Code, as amended (the “Code”). However, in connection with the Tax Relief Extension Act of 1999, which became effective January 1, 2001, the Company is now permitted to participate in certain activities which it was previously precluded from in order to maintain its qualification as a REIT, so long as these activities are conducted in entities which elect to be treated as taxable REIT subsidiaries under the Code. As such, the Company will be subject to federal and state income taxes on the income from these activities. During the nine months ended September 30, 2004 and 2003, the Company’s provision for federal and state income taxes was approximately $10.3 and $9.8 million, respectively, relating to activities conducted in its taxable REIT subsidiaries.

7

Earnings Per Share -

     The following table sets forth the reconciliation of earnings and the weighted average number of shares used in the calculation of basic and diluted earnings per share (amounts presented in thousands, except per share data):

		Three Months Ended September 30,						Nine Months Ended September 30,
		2004			2003			2004			2003
Computation of Basic Earnings Per Share:
Income from continuing operations	$	70,148		$	56,851		$	204,019		$	174,920
Gain on sale of development properties,       net of income taxes		1,571			4,999			7,404			9,202
Original issuance costs associated with the       redemption of preferred stock		—			—			—			(7,788	)
Preferred stock dividends		(2,909	)		(2,909	)		(8,728	)		(11,759	)
Income from continuing operations       applicable to common shares		68,810			58,941			202,695			164,575
Income from discontinued operations		6,792			29,654			9,907			39,688
Net income applicable to common shares	$	75,602		$	88,595		$	212,602		$	204,263
Weighted average common shares
Outstanding		111,526			107,909			111,151			105,945
Basic Earnings Per Share:
Income from continuing operations	$	0.62		$	0.55		$	1.82		$	1.55
Income from discontinued operations		0.06			0.27			0.09			0.38
Net income	$	0.68		$	0.82		$	1.91		$	1.93
Computation of Diluted Earnings Per Share:
Income from continuing operations for       diluted earnings per share (a)	$	68,810		$	58,941		$	202,695		$	164,575
Income from discontinued operations		6,792			29,654			9,907			39,688
Net income for diluted earnings per share	$	75,602		$	88,595		$	212,602		$	204,263
Weighted average common shares       outstanding – basic		111,526			107,909			111,151			105,945
Effect of dilutive securities: (a)       Stock options		2,095			1,944			2,108			1,539
Shares for diluted earnings per share		113,621			109,853			113,259			107,484
Diluted Earnings Per Share:
Income from continuing operations	$	0.61		$	0.54		$	1.79		$	1.53
Income from discontinued operations		0.06			0.27			0.09			0.37
Net income	$	0.67		$	0.81		$	1.88		$	1.90

8

     (a) For the three and nine months ended September 30, 2004 and 2003, the effect of the assumed conversion of certain downREIT units would have an anti-dilutive effect upon the calculation of Income from continuing operations per share. Accordingly, the impact of such conversion has not been included in the determination of diluted earnings per share calculations.

     The Company maintains a stock option plan (the “Plan”) for which prior to January 1, 2003, the Company accounted for under the intrinsic value-based method of accounting prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation (an interpretation of APB Opinion No. 25), issued in March 2000. Effective January 1, 2003, the Company adopted the prospective method provisions of SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure and Amendment of FASB Statement No. 123 (“SFAS No. 148”), which applies the recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS No. 123”) to all employee awards granted, modified or settled after January 1, 2003. Awards under the Company’s Plan generally vest ratably over a three-year term and expire ten years from the date of grant. Therefore, the cost related to stock-based employee compensation included in the determination of net income for the three and nine months ended September 30, 2004 is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123. The following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding stock awards in each period (amounts presented in thousands, expect per share data):

9

	Three Months Ended September 30,						Nine Months Ended September 30,
		2004			2003			2004			2003
Net income, as reported	$	78,511		$	91,504		$	221,330		$	223,810
Add: Stock based employee compensation    expense included in reported net income		381			26			1,059			42
Deduct: Total stock based employee    compensation expense determined under    fair value based method for all awards		(798	)		(763	)		(2,309	)		(2,253	)
Pro Forma Net Income – Basic	$	78,094		$	90,767		$	220,080		$	221,599
Earnings Per Share
Basic – as reported	$	0.68		$	0.82		$	1.91		$	1.93
Basic – pro forma	$	0.67		$	0.81		$	1.90		$	1.91
Net income for diluted earnings per share	$	75,602		$	88,595		$	212,602		$	204,263
Add: Stock based employee compensation    expense included in reported net income		381			26			1,059			42
Deduct: Total stock based employee    compensation expense determined under    fair value based method for all awards		(798	)		(763	)		(2,309	)		(2,253	)
Pro Forma Net Income – Diluted	$	75,185		$	87,858		$	211,352		$	202,052
Earnings Per Share
Diluted – as reported	$	0.67		$	0.81		$	1.88		$	1.90
Diluted – pro forma	$	0.66		$	0.80		$	1.87		$	1.88

     In addition, there were 62,500 and 29,250 stock options that were anti-dilutive as of September 30, 2004 and 2003, respectively.

10

New Accounting Pronouncements -

     In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”), the primary objective of which is to provide guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and to determine when and which business enterprise should consolidate the VIE (the “primary beneficiary”). This new model applies when either (i) the equity investors (if any) do not have a controlling financial interest or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional financial support. In addition, effective upon issuance, FIN 46 requires additional disclosures by the primary beneficiary and other significant variable interest holders. The provisions of FIN 46 apply immediately to VIE’s created after January 31, 2003. In October 2003, the FASB issued FASB Staff Position 46-6, which deferred the effective date to December 31, 2003 for applying the provisions of FIN 46 for interests held by public companies in all VIEs created prior to February 1, 2003. Additionally, in December 2003, the FASB issued Interpretation No. 46(R), Consolidation of Variable Interest Entities (revised December 2003) (“FIN 46(R)”). The provisions of FIN 46(R) are effective as of March 31, 2004 for all non-special purpose entity (“non-SPE”) interests held by public companies in all variable interest entities created prior to February 1, 2003. The adoption of FIN 46(R) did not have a material impact on the Company’s financial position or results of operations.

     The Company’s joint ventures and other real estate investments primarily consist of co-investments with institutional and other joint venture partners in neighborhood and community shopping center properties, consistent with its core business. These joint ventures typically obtain non-recourse third party financing on their property investments, thus contractually limiting the Company’s losses to the amount of its equity investment; and due to the lender’s exposure to losses, a lender typically will require a minimum level of equity in order to mitigate their risk. The Company’s exposure to losses associated with its unconsolidated joint ventures is limited to its carrying value in these investments.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“SFAS No. 150”). This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). The provisions of this statement are effective for financial instruments entered into or modified after May 31, 2003, and otherwise are effective at the beginning of the first interim period beginning after June 15, 2003. On November 7, 2003, the FASB deferred the classification and measurement provisions of SFAS No. 150 as they apply to certain mandatorily redeemable non-controlling interests. This deferral is expected to remain in effect while these provisions are further evaluated by the FASB. As a result of this deferral, the adoption of SFAS No. 150 did not have a material adverse impact on the Company’s financial position or results of operations.

     At September 30, 2004, the estimated fair value of minority interests relating to mandatorily redeemable non-controlling interests associated with finite-lived subsidiaries of the Company was approximately $3.8 million. These finite-lived subsidiaries have termination dates ranging from 2019 to 2027.

11

     In March 2004, the Emerging Issues Task Force reached a final consensus regarding Issue 03-6, Participating Securities and the Two-Class Method under SFAS 128, (“EITF 03-6”). The issue addresses a number of questions regarding the computation of earnings per share by companies that have issued securities other than common stock that participate in dividends and earnings of the issuing entity. Such securities are contractually entitled to receive dividends when and if the entity declares dividends on common stock. The issue also provides further guidance on applying the two-class method of calculating earnings per share once it is determined that a security is participating. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. This consensus is effective for the period ending September 30, 2004 and should be applied by restating previously reported earnings per share. The adoption of EITF 03-6 had no impact on the Company’s financial position or results of operations.

2.      Operating Property Activities

     During January 2004, the Company acquired a shopping center property located in Hyannis, MA, comprising approximately 0.2 million square feet of gross leasable area (“GLA”), for a purchase price of approximately $37.0 million including the assumption of approximately $18.8 million of non-recourse mortgage debt. During May 2004, this property was transferred to a newly formed unconsolidated joint venture entity in which the Company has a 15% non-controlling interest.

     During January 2004, the Company acquired a shopping center property located in Temple, TX, through a joint venture in which the Company holds a 60% controlling interest, for a purchase price of approximately $25.5 million including the assumption of approximately $21.7 million of non-recourse mortgage debt.

     During February 2004, the Company acquired an interest in a shopping center property located in Towson, MD, comprising approximately 0.7 million square feet of GLA, for a purchase price of approximately $81.5 million including the assumption of approximately $47.8 million of non-recourse mortgage debt. In connection with the funding of this transaction the Company issued the seller downREIT units valued at approximately $24.1 million. The units provide the holder a 4.5% return per annum on the value of the units with distributions made on a monthly basis. During September 2004, this property was transferred to a newly formed unconsolidated joint venture in which the Company has a 30% non-controlling interest.

     During 2003, the Company disposed of four properties for net proceeds of approximately $41.2 million which were placed in escrow for use in a 1031 exchange transaction. These proceeds together with an additional $13.7 million cash investment were used to acquire an exchange shopping center property located in Homdel, NJ, comprising approximately 0.2 million square feet of GLA, during February 2004.

12

     During March 2004, the Company acquired a shopping center property located in Pacifica, CA, comprising approximately 0.2 million square feet of GLA, for a purchase price of approximately $28.5 million. During May 2004, this property was transferred to a newly formed unconsolidated joint venture entity in which the Company has a 15% non-controlling interest.

     During May 2004, the Company acquired a shopping center property located in Madison, TN, comprising approximately 0.2 million square feet of GLA, for a purchase price of approximately $20.6 million including the assumption of approximately $14.6 million of non-recourse mortgage debt.

     During June 2004, the Company acquired a shopping center property located in Roanoke, VA, comprising approximately 0.1 million square feet of GLA, for a purchase price of approximately $11.2 million.

     During June 2004, the Company acquired an operating property through the acquisition of a 50% partnership interest in a joint venture in which the Company had held a 50% interest. The property, acquired for approximately $12.5 million, is located in Tempe, AZ and is comprised of 0.2 million square feet of GLA.

     Additionally, during June 2004, the Company acquired, in separate transactions, two shopping center properties located in Houston, TX, and Manchester, VT, comprising approximately 0.2 million square feet of GLA, for an aggregate purchase price of approximately $31.4 million.

     During July 2004, the Company acquired an operating property located in Tampa, FL, comprising approximately 0.2 million square feet of GLA, for a purchase price of approximately $16.8 million.

     Additionally, during July 2004, the Company acquired two self-storage facilities located in Nashville, TN, through a joint venture in which the Company currently holds a 100% economic interest, for a purchase price of approximately $9.5 million. Based upon the provisions of FIN(R) 46, the Company has determined that this entity is a VIE. The Company has further determined that the Company is the primary beneficiary of this VIE and has, therefore, consolidated this entity for financial reporting purposes. The Company’s exposure to losses associated with this entity is limited to the Company’s capital investment which is approximately $9.5 million at September 30, 2004.

     During July 2004, the Company acquired land located in Huehuetoca, Mexico, through a joint venture in which the Company has a 95% controlling interest for a purchase price of approximately $6.9 million. The property will be developed as a grocery anchored retail center with a projected total cost of approximately $15.3 million.

13

     During August 2004, the Company acquired land located in San Luis Potosi, Mexico, through a joint venture in which the Company has a 64.4% controlling interest for a purchase price of approximately $5.8 million. The property will be developed as a grocery anchored retail center with a projected total cost of approximately $12.7 million.

     During March 2004, the Company reclassified as held-for-sale two shopping center properties comprising approximately 0.3 million square feet of GLA. The book value of these properties, aggregating approximately $8.7 million, net of accumulated depreciation of approximately $4.2 million, exceeded their estimated fair value. The Company’s determination of the fair value of these properties, aggregating approximately $4.5 million, is based upon contracts of sale with third parties less estimated selling costs. As a result, the Company has recorded a loss resulting from an adjustment of property carrying values of $4.2 million. During March 2004, the Company completed the sale of one of these properties, comprising approximately 0.1 million square feet of GLA, for a sales price of approximately $1.1 million. During June 2004, the Company completed the sale of the other property, comprising approximately 0.2 million square feet of GLA, for a sales price of approximately $3.9 million. In accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long Lived Assets (“SFAS No. 144”), the loss along with the related property operations for the current and comparative years, have been included in the caption Discontinued operations on the Company’s Condensed Consolidated Statements of Income.

     During the nine months ended September 30, 2004, the Company (i) disposed of, in separate transactions, an additional 11 operating properties and one ground lease for an aggregate sales price of approximately $64.4 million, including the assignment of approximately $8.0 million of non-recourse mortgage debt encumbering one of the properties; cash proceeds of approximately $16.9 million from the sale of two of these properties were used in a 1031 exchange to acquire shopping center properties located in Roanoke, VA, and Tempe, AZ, (ii) transferred 16 operating properties to KROP, as defined below, for an aggregate price of approximately $182.9 million, which approximated their net book values, and (iii) transferred 20 operating properties, comprising approximately 3.1 million square feet of GLA, to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30% for an aggregate price of approximately $471.8 million. For the nine months ended September 30, 2004, these dispositions resulted in gains of approximately $12.5 million and a loss on sale from one of the properties of approximately $0.9 million. For those property dispositions for which SFAS No. 144, is applicable, the operations and gain or loss on the sale of the property have been included in the caption Discontinued operations in the Condensed Consolidated Statements of Income.

14

3.      Discontinued Operations

     In accordance with SFAS No. 144, the Company reports as discontinued operations assets held for sale (as defined by SFAS No. 144) and operating assets sold in the current period. All results of these discontinued operations are included in a separate component of income on the Condensed Consolidated Statements of Income under the caption Discontinued operations.

     The components of Income from discontinued operations for the three and nine months ended September 30, 2004 and 2003 are shown below. These include the results of operations through the date of sale for each property sold during 2004 and 2003 (in thousands):

		Three Months Ended September 30,						Nine Months Ended September 30,
		2004			2003			2004			2003
Discontinued operations:
Revenues from rental property	$	908		$	4,717		$	4,771		$	15,323
Rental property expenses		(106	)		(1,831	)		(1,600	)		(6,227	)
Income from property operations		802			2,886			3,171			9,096
Depreciation and amortization		(91	)		(952	)		(646	)		(2,973	)
Interest expense		(69	)		(319	)		(292	)		(159	)
Other		677			(14	)		240			(82	)
Income from discontinued operating properties		1,319			1,601			2,473			5,882
Gain on early extinguishment of debt		—			—			—			3,341
Loss on operating properties held for sale/sold		(913	)		—			(5,064	)		—
Gain on disposition of operating properties		6,386			28,053			12,498			30,465
Income from discontinued operations	$	6,792		$	29,654		$	9,907		$	39,688

4.      Kimco Developers, Inc. (“KDI”)

     During the nine months ended September 30, 2004, KDI, the Company’s wholly-owned development taxable REIT subsidiary, acquired two land parcels, in separate transactions, for ground-up development of shopping centers and subsequent sale thereof upon completion for an aggregate purchase price of approximately $10.9 million.

15

     During the nine months ended September 30, 2004 KDI sold, in separate transactions, 21 out-parcels, its partnership interest in one project and four recently completed projects for approximately $130.8 million. These sales provided gains of approximately $7.4 million, net of income taxes of $4.9 million.

     Additionally, during the nine months ended September 30, 2004, KDI obtained construction financing on five ground-up development projects for an aggregate loan amount of up to $98.0 million, of which approximately $30.2 million has been funded to KDI as of September 30, 2004. As of September 30, 2004, KDI had 16 loans with total commitments of up to $310.7 million of which $125.1 million had been funded. These loans have original maturities ranging from 18 to 36 months and interest rates ranging from 3.11% to 5.0% at September 30, 2004.

5.      Investment and Advances in Real Estate Joint Ventures

Kimco Income REIT -

     During 1998, the Company formed Kimco Income REIT (“KIR”), a limited partnership which the Company manages, established to invest in high quality retail properties financed primarily through the use of individual non-recourse mortgages.

     The Company holds a 43.3% non-controlling limited partnership interest in KIR and accounts for its investment in KIR under the equity method of accounting. The Company’s equity in income of KIR for the nine months ended September 30, 2004 and 2003 was approximately $14.4 million and $15.2 million, respectively.

     In addition, KIR entered into a master management agreement with the Company, whereby, the Company will perform services for fees relating to the management, operation, supervision and maintenance of the joint venture properties. For each of the nine months ended September 30, 2004 and 2003, the Company earned management fees of approximately $2.2 million, respectively.

     During April 2004, KIR disposed of an operating property located in Las Vegas, NV, for a sales price of approximately $19.5 million, which approximated its net book value.

     As of September 30, 2004, the KIR portfolio was comprised of 69 properties aggregating 14.4 million square feet of GLA located in 20 states.

16

RioCan Venture -

     During October 2001, the Company formed a joint venture (the “RioCan Venture”) with RioCan Real Estate Investment Trust (“RioCan”, Canada’s largest publicly traded REIT measured by GLA) in which the Company has a 50% non-controlling interest, to acquire retail properties and development projects in Canada. The acquisitions and development projects are to be sourced and managed by RioCan and are subject to review and approval by a joint oversight committee consisting of RioCan management and the Company’s management personnel.

     During April 2004, the RioCan Venture acquired an operating property located in Mississauga, Ontario, comprising approximately 0.2 million square feet of GLA, for a purchase price of approximately $32.3 million. During August 2004, the RioCan Venture obtained approximately $21.7 million of mortgage debt on this property. The loan bears interest at a fixed rate of 6.37% with payments of principal and interest due monthly. The loan is scheduled to mature in August of 2014.

     As of September 30, 2004, the RioCan Venture consisted of 33 shopping center properties and three development projects aggregating 7.6 million square feet of GLA.

     During the nine months ended September 30, 2004 and 2003, the Company recognized equity in income of the RioCan Venture of approximately $12.3 million and $8.7 million, respectively.

KROP Venture -

     During 2001, the Company formed a joint venture (the “Kimco Retail Opportunity Portfolio” or “KROP”) with GE Capital Real Estate (“GECRE”), in which the Company has a 20% non-controlling interest and manages the portfolio. The purpose of this joint venture is to acquire established high growth potential retail properties in the United States. Total capital commitments to KROP from GECRE and the Company are for $200.0 million and $50.0 million, respectively, and such commitments are funded proportionately as suitable opportunities arise and are agreed to by GECRE and the Company.

     During the nine months ended September 30, 2004, KROP acquired 17 operating properties for an aggregate purchase of approximately $196.4 million, including the assumption of approximately $42.2 million of individual non-recourse mortgage debt encumbering six of the properties.

     During the nine months ended September 30, 2004, KROP disposed of four operating properties and two out-parcels for an aggregate sales price of approximately $45.8 million including the assignment of approximately $11.2 million of non-recourse mortgage debt encumbering two of the properties. These sales resulted in an aggregate gain of approximately $14.3 million.

     As of September 30, 2004, the KROP venture consisted of 36 properties aggregating 5.3 million square feet of GLA located in 15 states. For the nine months ended September 30, 2004 and 2003, the Company recognized equity in income of KROP of approximately $4.6 million and $1.4 million, respectively. Additionally, during the nine months ended September 30, 2004 and 2003, the Company earned management fees of approximately $1.9 million and $0.9 million, respectively, and acquisition fees of approximately $1.7 million and $1.8 million, respectively.

17

Other Real Estate Joint Ventures -

     During January 2004, the Company acquired a property located in Marlborough, MA, through a joint venture in which the Company has a 40% non-controlling interest. The property was acquired for a purchase price of approximately $26.5 million, including $21.2 million of non-recourse mortgage debt encumbering the property.

     During September 2004, the Company acquired a property located in Pompano, FL, comprising approximately 0.1 million square feet of GLA, through a newly formed joint venture in which the Company has a 20% non-controlling interest for approximately $20.4 million.

     During 2004, the Company transferred 12 operating properties, comprising approximately 1.5 million square feet of GLA, to a newly formed joint venture in which the Company has a 15% non-controlling interest for a price of approximately $269.8 million, including an aggregate $161.2 million of individual non-recourse mortgage debt encumbering the properties. Simultaneously with the transfer, the Company entered into a management agreement whereby, the Company will perform services for fees related to management, leasing, operations, supervision and maintenance of the joint venture properties. In addition, the Company will earn fees related to the acquisition and disposition of properties by the venture. During the nine months ended September 30, 2004, the Company earned management fees and acquisition fees of approximately $0.6 million and $1.3 million, respectively.

     During 2004, the Company transferred, in separate transactions, eight operating properties comprising approximately 1.6 million square feet of GLA, to newly formed joint ventures in which the Company has non-controlling interests ranging from 10% to 30% for an aggregate price of approximately $202.0 million, including the assignment of approximately $96.1 million of non-recourse mortgage debt and $24.1 million of downReit units.

18

6.      Other Real Estate Investments

Kimsouth -

     During November 2002, the Company through its taxable REIT subsidiary, together with Prometheus Southeast Retail Trust, completed the merger and privatization of Konover Property Trust, which has been renamed Kimsouth Realty, Inc., (“Kimsouth”). The Company acquired 44.5% of the common stock of Kimsouth, which consisted primarily of 38 retail shopping center properties comprising approximately 4.6 million square feet of GLA. Total acquisition value was approximately $280.9 million including approximately $216.2 million in mortgage debt. The Company’s investment strategy with respect to Kimsouth includes re-tenanting, repositioning and disposition of the properties. As of September 30, 2004, Kimsouth consisted of 14 properties aggregating 2.3 million square feet of GLA located in 6 states. During the nine months ended September 30, 2004, Kimsouth sold nine properties, in separate transactions, for an aggregate price of approximately $83.3 million. For the nine months ended September 30, 2004 and 2003, the Company recognized equity in income of Kimsouth of approximately $7.9 million and $8.0 million, respectively, before income taxes. Additionally, for each of the nine months ended September 30, 2004 and 2003, the Company earned management fees of approximately $0.6 million, respectively.

Preferred Equity Capital -

     During 2002, the Company established a preferred equity program, which provides capital to developers and owners of shopping centers. As of September 30, 2004, the Company has provided an aggregate of approximately $114.7 million in investment capital to developers and owners of 48 properties. The Company earned approximately $5.5 million and $2.8 million for the nine months ended September 30, 2004 and 2003, respectively, from these investments.

7.      Mortgage and Other Financing Receivables

     During May 2002, the Company provided a secured $15 million three-year term loan and a secured $7.5 million revolving credit facility to Frank’s Nursery & Crafts, Inc. (“Frank’s”), at an interest rate of 10.25% per annum collateralized by 40 real estate interests. Interest is payable quarterly in arrears. During 2003, the revolving credit facility was amended to increase the total borrowing capacity to $17.5 million. During January 2004, the revolving loan was further amended to provide up to $33.75 million of borrowings from the Company. During September 2004, Frank’s filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The Company committed to provide an additional $27.0 million of Debtor-in-Possession financing with a term of one year at an interest rate of Prime plus 1.00% per annum. As of September 30, 2004, the aggregate outstanding loan balance on these facilities was approximately $51.2 million.

     During March 2002, the Company provided a $15.0 million three-year term loan to Gottchalks, Inc., at an interest rate of 12.0% per annum collateralized by three properties. The Company received principal and interest payments on a monthly basis. During March 2004, Gottchalks, Inc., elected to prepay the remaining outstanding loan balance of approximately $13.2 million in full satisfaction of this loan.

     During 2003, the Company provided a five-year $3.5 million term loan to Grass America, Inc. (“Grass America”) at an interest rate of 12.25% per annum collateralized by certain real estate interests of Grass America. The Company received principal and interest payments on a monthly basis. During May 2004, Grass America elected to prepay the remaining outstanding loan balance of approximately $3.5 million in full satisfaction of this loan.

19

     During April 2004, the Company provided a $2.7 million term loan at a fixed rate of 11.0% and a $4.1 million revolving line of credit at a fixed rate of 12.0% to a retailer. Both facilities are interest only, payable monthly and mature May 1, 2007. As of September 30, 2004, the aggregate outstanding loan balance of these facilities was approximately $4.0 million.

     During May 2004, the Company provided a construction loan commitment of up to (MXN) $51.5 million (approximately USD $4.7 million) to a developer for the construction of a retail center in Cancun, Mexico. The loan bears interest at a fixed rate of 11.25% and provides for an additional 20% participation of property cash flows, as defined. This facility is initially interest only and then converts to an amortizing loan at the earlier of 120 days after construction completion or upon opening of the grocery anchor tenant. This facility is collateralized by the related property and matures May 2014. As of September 30, 2004, there was approximately MXN $41.2 million (USD $3.6 million) outstanding on this loan.

     During July 2004, the Company provided an $11.0 million five-year term loan to a retailer at a floating interest rate of Prime plus 3.00% per annum or, at the borrowers election, LIBOR plus 5.5% per annum. The facility is interest only, payable monthly and is collateralized by certain real estate interests of the borrower. As of September 30, 2004 the outstanding loan balance was approximately $11.0 million.

8.      Notes Payable

     During October 2003, the Company obtained a $400.0 million unsecured bridge facility that bore interest at LIBOR plus 0.55%. The Company utilized these proceeds to partially fund the Mid-Atlantic Realty Trust (“MART”) transaction. This facility was scheduled to mature on September 30, 2004, however, the facility was fully repaid and was terminated as of June 30, 2004.

     During July 2004, the Company issued $100.0 million of floating-rate unsecured senior notes under its medium-term notes (“MTN”) program. This floating rate MTN matures August 1, 2006 and bears interest at LIBOR plus 20 basis points per annum, payable quarterly in arrears commencing November 1, 2004. The proceeds from this MTN issuance were primarily used for the repayment of the Company’s $85.0 million floating rate unsecured notes due August 2, 2004. Remaining proceeds were used for general corporate purposes.

     During August 2004, the Company issued $100.0 million of fixed-rate unsecured senior notes under its MTN program. This fixed rate MTN matures in August 2011 and bears interest at 4.82% per annum payable semi-annually in arrears. The proceeds from this MTN issuance were used to repay the $50.0 million 7.62% fixed-rate unsecured senior notes maturing October 20, 2004 and for general corporate purposes.

20

During September 2004, the Company entered into a three year Canadian denominated (“CAD”) $150.0 million unsecured revolving credit facility with a group of banks. This facility bears interest at the CDOR Rate, as defined, plus 0.50% and is scheduled to expire in September 2007 with an option to extend for an additional year. Proceeds from this facility will be used for general corporate purposes including the funding of Canadian denominated investments. As of September 30, 2004, there was no outstanding balance under this facility.

9.      Supplemental Schedule of Non-Cash Investing/Financing Activities

The following schedule summaries the non-cash investing and financing activities of the Company for the nine months ended September 30, 2004 and 2003 (in thousands):

		2004		2003
Acquisition of real estate interests by assumption of mortgage debt	$	102,950	$	—
Disposition / transfers of real estate interests by assignment of mortgage debt	$	308,301	$	23,068
Acquisition of real estate interests by issuance of downREIT units	$	24,114	$	—
Transfer of real estate interest by assignment of downREIT units	$	24,114	$	—
Acquisition of real estate interest through proceeds held in escrow	$	64,292	$	—
Proceeds held in escrow from sale of real estate interests	$	5,386	$	—
Notes received upon disposition of real estate interests	$	6,277	$	14,490
Notes received upon exercise of stock options	$	—	$	100
Declaration of dividends paid in succeeding period	$	66,774	$	59,238

21

10.      Pro Forma Financial Information

As discussed in Note 2, the Company and certain of its affiliates acquired and disposed of interests in certain operating properties during the nine months ended September 30, 2004. The pro forma financial information set forth below is based upon the Company’s historical Condensed Consolidated Statements of Income for the nine months ended September 30, 2004 and 2003, adjusted to give effect to these transactions as of January 1, 2003.

The pro forma financial information is presented for informational purposes only and may not be indicative of what actual results of operations would have been had the transactions occurred as of January 1, 2003, nor does it purport to represent the results of future operations. (Amounts presented in millions, except per share figures).

			Nine Months Ended September 30,
			2004		2003
Revenues from rental property		$	374.9	$	362.5
Net income		$	210.2	$	178.0
Net income per common share:
	Basic	$	1.81	$	1.50
	Diluted	$	1.78	$	1.47

22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the accompanying Condensed Consolidated Financial Statements and Notes thereto. These unaudited financial statements include all adjustments which are, in the opinion of management, necessary to reflect a fair statement of the results for the interim periods presented, and all such adjustments are of a normal recurring nature.

Results of Operations

Revenues from rental property increased $5.9 million or 5.0% to $123.3 million for the three months ended September 30, 2004, as compared with $117.4 million for the corresponding quarter ended September 30, 2003. Similarly, revenues from rental property increased $42.2 million or 12.1% to $392.2 million for the nine months ended September 30, 2004, as compared with $350.0 million for the corresponding nine month period ended September 30, 2003. These net increases resulted primarily from the combined effect of (i) acquisitions during 2004 and 2003 providing incremental revenues of $8.6 million and $44.5 million for the three and nine months ended September 30, 2004, respectively, (ii) an overall increase in shopping center portfolio occupancy to 92.9% at September 30, 2004, as compared to 89.5% at September 30, 2003 and the completion of certain development and redevelopment projects and tenant buyouts providing incremental revenues of approximately $5.3 million and $11.5 million for the three and nine month periods ended September 30, 2004 as compared to the corresponding periods last year, offset by (iii) a decrease in revenues of approximately $8.0 million and $13.8 million for the three and nine months ended September 30, 2004, respectively, as compared to the corresponding period last year, resulting from the sale of certain development properties and the transfer of operating properties to various unconsolidated joint venture entities during 2004 and 2003.

Rental property expenses, including depreciation and amortization, increased approximately $4.9 million or 9.7% to $55.7 million for the three months ended September 30, 2004, as compared with $50.8 million for the corresponding quarter ended September 30, 2003. Similarly, for the nine months ended September 30, 2004, rental property expenses, including depreciation and amortization, increased $26.2 million or 17.3% to $177.7 million as compared with $151.5 million for the corresponding period in the preceding year. These increases are primarily due to operating property acquisitions during 2004 and 2003 which were partially offset by property dispositions and operating properties transferred to various unconsolidated joint venture entities.

23

Income from other real estate investments decreased $0.9 million to $5.1 million for the three months ended September 30, 2004 as compared to $6.0 million for the corresponding period in 2003. The decrease is primarily due to a decrease in income from the Montgomery Ward Asset Designation Rights transaction which was completed during the second quarter of 2004 and provided income of $1.7 million for the three months ended September 30, 2003. Income from other real estate investments increased $4.6 million to $20.4 million for the nine months ended September 30, 2004, as compared to $15.8 million for the corresponding period in 2003. This increase is primarily due to (i) increased investment in the Company’s Preferred Equity program which contributed $5.5 million for the nine months ended September 30, 2004, as compared to $2.8 million for the corresponding period in 2003, and (ii) increased income from the investment in retail store leases of $3.1 million for the nine months ended September 30, 2004, as compared to $0.5 million for the corresponding period in 2003.

Mortgage and other financing income decreased $0.5 million to $3.2 million for the three months ended September 30, 2004, as compared to $3.7 million for the corresponding quarter ended September 30, 2003. Similarly, mortgage financing income decreased $6.3 million to $9.6 million for the nine months ended September 30, 2004, as compared to $16.0 million for the corresponding nine month period ended September 30, 2003. These decreases are primarily due to lower interest and financing income earned related to certain real estate lending activities during the three and nine months ended September 30, 2004 as compared to the same periods last year.

Management and other fee income increased approximately $1.7 million and $8.0 million, respectively, for the three and nine months ended September 30, 2004, as compared to the corresponding periods in 2003. These increases are primarily due to incremental fees earned from growth in the co-investment programs and fees earned from disposition services provided to various retailers.

During February 2003, the Company reached agreement with a lender in connection with two individual non-recourse mortgages encumbering two former Kmart sites. The Company paid approximately $8.3 million in full satisfaction of these loans which aggregated approximately $14.7 million. As a result of this transaction, the Company recognized a gain on early extinguishment of debt of approximately $6.3 million during the nine months ended September 30, 2003.

Equity in income of real estate joint ventures, net increased $2.7 million to $13.9 million for the three months ended September 30, 2004, as compared to $11.2 million for the corresponding period in 2003. Similarly, equity in income of real estate joint ventures, net increased $9.3 million to $39.8 million for the nine months ended September 30, 2004, as compared with $30.5 million for the corresponding period in 2003. These increases are primarily attributable to the equity in income from the RioCan joint venture investment (“RioCan Venture”), the Kimco Retail Opportunity Portfolio joint venture investment (“KROP”) and the Company’s growth of its various other real estate joint ventures. The Company has made additional capital investments in these and other joint ventures for the acquisition of additional shopping center properties throughout 2003 and the nine months ended September 30, 2004.

24

     During March 2004, the Company reclassified as held-for-sale two shopping center properties comprising approximately 0.3 million square feet of GLA. The book value of these properties, aggregating approximately $8.7 million, net of accumulated depreciation of approximately $4.2 million, exceeded their estimated fair value. The Company’s determination of the fair value of these properties, aggregating approximately $4.5 million, is based upon contracts of sale with third parties less estimated selling costs. As a result, the Company recorded a loss resulting from an adjustment of property carrying values of $4.2 million. During March 2004, the Company completed the sale of one of these properties, comprising approximately 0.1 million square feet of GLA, for a sales price of approximately $1.1 million. During June 2004, the Company completed the sale of the other property, comprising approximately 0.2 million square feet of GLA, for a sales price of approximately $3.9 million. In accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long Lived Assets (“SFAS No. 144”), the loss along with the related property operations for the current and comparative years, have been included in the caption Discontinued operations on the Company’s Condensed Consolidated Statements of Income.

     During the nine months ended September 30, 2004, the Company (i) disposed of, in separate transactions, an additional 11 operating properties and one ground lease for an aggregate sales price of approximately $64.4 million including the assignment of approximately $8.0 million of non-recourse mortgage debt encumbering one of the properties; cash proceeds of approximately $16.9 million from the sale of two of these properties were used in a 1031 exchange to acquire shopping center properties located in Roanoke, VA, and Tempe, AZ, (ii) transferred 16 operating properties to KROP for an aggregate price of approximately $182.9 million, which approximated their net book values, and (iii) transferred 20 operating properties to various co-investment ventures in which the Company has non-controlling interests ranging from 10% to 30% for an aggregate price of approximately $471.8 million. For the nine months ended September 30, 2004, these dispositions resulted in gains of approximately $12.5 million and a loss on sale from one of the properties of approximately $0.9 million.

     During the nine months ended September 30, 2003, the Company, (i) disposed of, in separate transactions, six operating properties for an aggregate sales price of approximately $112.5 million, including the assignment of approximately $1.7 million in non-recourse mortgage debt encumbering one of the properties, (ii) terminated four leasehold positions in locations where a tenant in bankruptcy had rejected its lease and (iii) transferred two operating properties to KROP for a price of approximately $85.0 million. These dispositions resulted in net gains of approximately $30.5 million for the nine months ended September 30, 2003.

25

     For those property dispositions for which SFAS No. 144 is applicable, the operations and gain or loss on the sale of the property have been included in the caption Discontinued operations in the Condensed Consolidated Statements of Income.

     During the nine months ended September 30, 2004, KDI, the Company’s wholly-owned development taxable REIT subsidiary, in separate transactions, sold 21 out-parcels, its partnership interest in one project and four recently completed projects for approximately $130.8 million. These sales provided gains of approximately $7.4 million, net of income taxes of approximately $ 4.9 million.

     During the nine months ended September 30, 2003, KDI, in separate transactions, sold 16 out-parcels and four completed projects for approximately $118.5 million, which resulted in gains of approximately $9.2 million, net of income taxes of $6.1 million.

     Income from continuing operations including gain on sale of development properties, net of income taxes for the three and nine months ended September 30, 2004 was $71.7 million and $211.4 million, respectively. Income from continuing operations including gain on sale of development properties, net of income taxes for the three and nine months ended September 30, 2003 was $61.9 million and $184.1 million, respectively. On a diluted per share basis, income from continuing operations increased $0.07 to $0.61 for the three month period ended September 30, 2004, as compared to $0.54 for the corresponding quarter in the previous year. On a diluted per share basis, income from continuing operations improved $0.26 to $1.79 for the nine month period ended September 30, 2004, as compared to $1.53 for the corresponding period in 2003. These increases are primarily attributable to (i) the incremental operating results from the acquisition of operating properties during the nine months ended September 30, 2004 and throughout calendar year 2003, including the Mid-Atlantic Realty Trust transaction, (ii) an increase in equity in income of real estate joint ventures resulting from additional capital investments in the RioCan Venture, KROP and other joint venture investments for the acquisition of additional shopping center properties by the ventures throughout 2003 and the nine months ended September 30, 2004, (iii) an increase in management and other fee income related to the growth in the co-investment programs and (iv) increased income from other real estate investments for the nine months ended September 30, 2004, as compared to the same period last year.

26

     Net income for the three and nine months ended September 30, 2004 was $78.5 million and $221.3 million, respectively. Net income for the three and nine months ended September 30, 2003 was $91.5 million and $223.8 million, respectively. On a diluted per share basis, net income decreased $0.14 to $0.67 for the three month period ended September 30, 2004, as compared to $0.81 for the corresponding quarter in the previous year. On a diluted per share basis, net income decreased $0.02 to $1.88 for the nine month period ended September 30, 2004, as compared to $1.90 for the corresponding period in 2003. These decreases are primarily attributable to a decrease in income from discontinued operations of $22.9 million and $29.8 million for the three and nine months ended September 30, 2004 as compared to the corresponding periods in 2003 attributable to properties sold during 2004 and 2003. In addition, the diluted per share results for the nine months ended September 30, 2003 were decreased by a reduction in net income available to commons shareholders of $0.07 resulting from the deduction of original issuance costs associated with the redemption of the Company’s 7¾% Class A, 8½% Class B and 8 3/8% Class C Cumulative Redeemable Preferred Stocks during the second quarter 2003.

Tenant Concentration

     The Company seeks to reduce its operating and leasing risks through diversification achieved by the geographic distribution of its properties, avoiding dependence on any single property, and a large tenant base. At September 30, 2004, the Company’s five largest tenants include The Home Depot, TJX Companies, Kohl’s, Kmart Corporation, and Wal-Mart, which represented approximately 3.7%, 3.2%, 2.8%, 2.7% and 1.9%, respectively, of the Company’s annualized base rental revenues including the proportionate share of base rental revenues from properties in which the Company has less than a 100% economic interest.

Liquidity and Capital Resources

     It is management’s intention that the Company continually have access to the capital resources necessary to expand and develop its business. As such, the Company intends to operate with and maintain a conservative capital structure with a level of debt to total market capitalization of 50% or less. As of September 30, 2004, the Company’s level of debt to total market capitalization was 23%. In addition, the Company intends to maintain strong debt service coverage and fixed charge coverage ratios as part of its commitment to maintaining its investment-grade debt ratings. The Company may, from time to time, seek to obtain funds through additional equity offerings, unsecured debt financings and/or mortgage financings and other debt and equity alternatives in a manner consistent with its intention to operate with a conservative debt structure.

     Since the completion of the Company’s IPO in 1991, the Company has utilized the public debt and equity markets as its principal source of capital for its expansion needs. Since the IPO, the Company has completed additional offerings of its public unsecured debt and equity, raising in the aggregate over $3.5 billion for the purposes of, among other things, repaying indebtedness, acquiring interests in neighborhood and community shopping centers, funding ground-up development projects, expanding and improving properties in the portfolio and other investments.

27

     The Company has a $500.0 million unsecured revolving credit facility, which is scheduled to expire in August 2006. This credit facility has made available funds to both finance the purchase of properties and other investments and meet any short-term working capital requirements. As of September 30, 2004, there was no outstanding balance under this credit facility.

     During September 2004, the Company entered into a three year Canadian denominated (“CAD”) $150.0 million unsecured credit facility with a group of banks. This facility bears interest at the CDOR Rate, as defined, plus 0.50%, and is scheduled to expire in September 2007 with an option to extend for an additional year. Proceeds from this facility will be used for general corporate purposes including the funding of Canadian denominated investments. As of September 30, 2004, there was no outstanding balance under this credit facility.

     During May 2003, the Company filed a shelf registration statement on Form S-3 for up to $1.0 billion of debt securities, preferred stock, depositary shares, common stock and common stock warrants. As of September 30, 2004, the Company had $409.7 million available for issuance under this shelf registration statement.

     The Company also has a medium-term notes (“MTN”) program pursuant to which it may, from time to time, offer for sale its senior unsecured debt for any general corporate purposes, including (i) funding specific liquidity requirements in its business, including property acquisitions, development and redevelopment costs and (ii) managing the Company’s debt maturities. As of September 30, 2004, the Company had $100.0 million available for issuance under the MTN program.

     In addition to the public equity and debt markets as capital sources, the Company may, from time to time, obtain mortgage financing on selected properties. As of September 30, 2004, the Company had over 350 unencumbered property interests in its portfolio.

     In connection with its intention to continue to qualify as a REIT for federal income tax purposes, the Company expects to continue paying regular dividends to its stockholders. These dividends will be paid from operating cash flows which are expected to increase due to increased investment in properties and other real estate related opportunities, growth in operating income from the existing portfolio and from other sources. Since cash used to pay dividends reduces amounts available for capital investment, the Company generally intends to maintain a conservative dividend payout ratio, reserving such amounts as it considers necessary for the expansion and renovation of shopping centers in its portfolio, debt reduction, the acquisition of interests in new properties and other investments as suitable opportunities arise, and such other factors as the Board of Directors considers appropriate.

28

     The Company anticipates that cash flows from operations will continue to provide adequate capital to fund its operating and administrative expenses, regular debt service obligations and all dividend payments in accordance with REIT requirements in both the short-term and long-term. In addition, the Company anticipates that cash on hand, availability under its revolving credit facilities, issuance of equity and public debt, as well as other debt and equity alternatives, will provide the necessary capital required by the Company. Cash flow from operations was $294.1 million for the nine months ended September 30, 2004, as compared to $237.5 million for the corresponding period ended September 30, 2003.

Effects of Inflation

     Many of the Company's leases contain provisions designed to mitigate the adverse impact of inflation. Such provisions include clauses enabling the Company to receive payment of additional rent calculated as a percentage of tenants' gross sales above pre-determined thresholds, which generally increase as prices rise, and/or escalation clauses, which generally increase rental rates during the terms of the leases. Such escalation clauses often include increases based upon changes in the consumer price index or similar inflation indices. In addition, many of the Company's leases are for terms of less than 10 years, which permits the Company to seek to increase rents to market rates upon renewal. Most of the Company's leases require the tenant to pay an allocable share of operating expenses, including common area maintenance costs, real estate taxes and insurance, thereby reducing the Company's exposure to increases in costs and operating expenses resulting from inflation. The Company periodically evaluates its exposure to short-term interest rates and foreign currency exchange rates and will, from time to time, enter into interest rate protection agreements and/or foreign currency hedge agreements which mitigate, but do not eliminate, the effect of changes in interest rates on its floating-rate debt and fluctuations in foreign currency exchange rates.

New Accounting Pronouncements

     In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”), the primary objective of which is to provide guidance on the identification of entities for which control is achieved through means other than voting rights (“variable interest entities” or “VIEs”) and to determine when and which business enterprise should consolidate the VIE (the “primary beneficiary”). This new model applies when either (i) the equity investors (if any) do not have a controlling financial interest or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional financial support. In addition, effective upon issuance, FIN 46 requires additional disclosures by the primary beneficiary and other significant variable interest holders. The provisions of FIN 46 apply immediately to VIE’s created after January 31, 2003. In October 2003, the FASB issued FASB Staff Position 46-6, which deferred the effective date to December 31, 2003 for applying the provisions of FIN 46 for interests held by public companies in all VIEs created prior to February 1, 2003. Additionally, in December 2003, the FASB issued Interpretation No. 46(R), Consolidation of Variable Interest Entities (revised December 2003) (“FIN 46(R)”). The provisions of FIN 46(R) are effective as of March 31, 2004 for all non-special purpose entity (“non-SPE”) interests held by public companies in all variable interest entities created prior to February 1, 2003. The adoption of FIN 46(R) did not have a material impact on the Company’s financial position or results of operations.

29

     The Company’s joint ventures and other real estate investments primarily consist of co-investments with institutional and other joint venture partners in neighborhood and community shopping center properties, consistent with its core business. These joint ventures typically obtain non-recourse third party financing on their property investments, thus contractually limiting the Company’s losses to the amount of its equity investment; and due to the lender’s exposure to losses, a lender typically will require a minimum level of equity in order to mitigate their risk. The Company’s exposure to losses associated with its unconsolidated joint ventures is limited to its carrying value in these investments.

     In March 2004, the Emerging Issues Task Force reached a final consensus regarding Issue 03-6, Participating Securities and the Two-Class Method under FAS 128, (“EITF 03-6”). The issue addresses a number of questions regarding the computation of earnings per share by companies that have issued securities other than common stock that participate in dividends and earnings of the issuing entity. Such securities are contractually entitled to receive dividends when and if the entity declares dividends on common stock. The issue also provides further guidance on applying the two-class method of calculating earnings per share once it is determined that a security is participating. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. This consensus is effective for the period ending September 30, 2004 and should be applied by restating previously reported earnings per share. The adoption of EITF 03-6 had no impact on the Company’s financial position or results of operations.

Forward-Looking Statements

     This quarterly report on Form 10-Q, together with other statements and information publicly disseminated by the Company contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe the Company’s future plans, strategies and expectations, are generally identifiable by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control and which could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to, (i) general economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or general downturn in their business, (iii) financing risks, such as the inability to obtain equity or debt financing on favorable terms, (iv) changes in governmental laws and regulations, (v) the level and volatility of interest rates, (vi) the availability of suitable acquisition opportunities and (vii) increases in operating costs. Accordingly, there is no assurance that the Company’s expectations will be realized.

30

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     As of September 30, 2004, the Company had approximately $251.1 million of floating-rate debt outstanding, including $100.0 million of unsecured MTN’s due August 2006 and $125.1 million of construction loans. The Company believes the interest rate risk on its floating-rate debt is not material to the Company or its overall capitalization.

     As of September 30, 2004, the Company has Canadian investments totaling CAD $205.3 million (approximately USD $162.7 million) comprised of investments in real estate joint ventures and marketable securities. In addition, the Company has Mexican real estate joint ventures and mortgage financing investments of approximately MXN $480.1 million (approximately USD $42.1 million). The foreign currency exchange risk on these investments has been mitigated through the use of foreign currency forward contracts (the “Forward Contracts”) and a cross currency swap (the “CC Swap”) with major financial institutions. The Company is exposed to credit risk in the event of non-performance by the counter-party to the Forward Contracts and the CC Swap. The Company believes it mitigates its credit risk by entering into the Forward Contracts and the CC Swap with major institutions.

     The Company has not, and does not plan to, enter into any derivative financial instruments for trading or speculative purposes. As of September 30, 2004, the Company had no other material exposure to market risks.

31

Item 4. Controls and Procedures

     The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s chief executive officer and chief financial officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

     There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonable likely to materially affect, the Company’s internal control over financial reporting.

32

PART II

OTHER INFORMATION

Item 1.  Legal Proceedings

     The Company is not presently involved in any litigation, nor to its knowledge is any litigation threatened against the Company or its subsidiaries, that in management's opinion, would result in any material adverse effect on the Company's ownership, management or operation of its properties, or which is not covered by the Company's liability insurance.

Item 2.  Changes in Securities

     None.

Item 3.  Defaults upon Senior Securities

     None.

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

     None.

Item 5.  Other Information

     Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

     Exhibits -

     4.1  Agreement to File Instruments

     Kimco Realty Corporation (the “Registrant”) hereby agrees to file with the Securities and Exchange Commission, upon request of the Commission, all instruments defining the rights of holders of long-term debt of the Registrant and its consolidated subsidiaries, and for any of its unconsolidated subsidiaries for which financial statements are required to be filed, and for which the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of the Registrant and its subsidiaries on a consolidated basis.

     10.14  Employment Agreement between Kimco Realty Corporation and Michael J. Flynn, dated July 21, 2004.

33

     10.15  Employment Agreement between Kimco Realty Corporation and David B. Henry, dated July 26, 2004.

     31.1  Certification of the Company’s Chief Executive Officer, Milton Cooper, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     31.2  Certification of the Company’s Chief Financial Officer, Michael V. Pappagallo, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     32.1  Certification of the Company’s Chief Executive Officer, Milton Cooper, and the Company’s Chief Financial Officer Michael V. Pappagallo, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     Form 8-K -

     A Current Report on Form 8-K dated July 27, 2004 was furnished under Item 9, relating to the announcement of the Company’s second quarter operating results.

     A Current Report on Form 8-K dated September 3, 2004 was filed under Item 8.01, relating to the Company’s election to re-issue in an updated format the presentation of its historical financial statements filed on Form 10-K for the year ended December 31, 2003 in accordance with the provisions of Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

     A Current Report on Form 8-K dated September 21, 2004 was filed under Item 1.01, relating to the Company’s newly established unsecured Canadian denominated $150.0 million revolving credit facility.

34

SIGNATURES

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

	KIMCO REALTY CORPORATION
November 4, 2004	/s/ Milton Cooper
(Date)	Milton Cooper
	Chief Executive Officer
November 4, 2004	/s/ Michael V. Pappagallo
(Date)	Michael V. Pappagallo
	Chief Financial Officer

35

EX-10.14

EXHIBIT 10.14

EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated July 21, 2004 is made by and between Kimco Realty Corporation (the “Company”), a Maryland corporation, and Michael J. Flynn (the “Executive”).

1. Employment. The Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, upon the terms and subject to the conditions set forth in this Agreement.

2. Certain Definitions.

(a) “Base Salary” is defined in Section 6(a).

(b) “Bonus” is defined in Section 6(b).

(c) “Automobile” is defined in Section 6(c).

(d) “Benefits” is defined in Section 6(e).

(e) “Board” means the Board of Directors of the Company.

(f) “Cause”. For purposes of this Agreement, “Cause” shall mean any of the following (i) conviction of a crime (including conviction on a nolo contendere plea) involving the commission by Executive of a felony or of a criminal act involving, in the good faith judgment of the Board, fraud, dishonesty, or moral turpitude; (ii) deliberate and continual refusal to perform employment duties reasonably requested by the Company or an affiliate after thirty (30) days’ written notice by certified mail of such failure to perform, specifying that the failure constitutes cause (other than as a result of vacation, sickness, illness or injury); (iii) fraud or embezzlement determined in accordance with the Company’s normal, internal investigative procedures consistently applied in comparable circumstances; or (iv) gross misconduct or gross negligence in connection with the business of the Company or an affiliate which has a substantial adverse effect on the Company or the affiliate.

(g) “Change in Control”. For purposes of this Agreement, a “Change in Control” shall mean (i) a sale of all or substantially all of the assets of the Company to a Person who is not an Affiliate of the Company or an entity in which the shareholders of the Company immediately prior to such transaction do not control more than 50% of the voting power immediately following the transaction, (ii) a sale by any Person resulting in more than 50% of the voting stock of the Company being held by a Person or Group that does not include Company or (iii) a merger or consolidation of the Company into another entity which is not an Affiliate of the Company or an entity in which the shareholders of the Company immediately prior to such transaction do not control more than 50% of the voting power immediately following the transaction.

(h) “Significantly Disabled” For purposes of this Agreement, Executive shall be “Significantly Disabled” with or without reasonable accommodation if Executive is physically or mentally incapacitated so as to render Executive incapable of performing his usual and customary duties under this Agreement. Executive’s receipt of disability benefits under the Company’s long-term disability benefits plan (the “LTD Plan”) or receipt of Social Security disability benefits shall be deemed conclusive evidence of Total Disability for purpose of this Agreement; provided, however, that in the absence of Executive’s receipt of such long-term disability benefits or Social Security benefits, the Board may, in its reasonable discretion (but based upon appropriate medical evidence), determine that Executive is Significantly Disabled.

(i) “Effective Date” shall mean July 21, 2004.

(j) “Stock Options” is defined in Section 6(d).

(k) “Term of Employment” is defined in Section 3.

(l) “Renewed Term of Employment” is defined in Section 4.

3. Term of Employment. The period of Executive’s employment under this Agreement shall begin as of the Effective Date and shall continue until December 31, 2007 (the “Term of Employment ”), unless sooner terminated in accordance with Section 7 below or unless renewed pursuant to Section 4 or extended by mutual agreement of the parties.

4. Renewal. If this Agreement is not otherwise terminated, it will automatically renew for a term of one (1) year (the “Renewed Term of Employment”) effective on the day after the Term of Employment ends (the “renewal date”), unless either party hereto gives written notice of non-renewal at least ninety (90) days prior to the end of the Term of Employment.

5. Duties and Responsibilities.

(a) During the Term of Employment and any Renewed Term of Employment, the Executive shall serve as Vice Chairman and President of the Company. In such capacity, Executive shall perform the customary duties and have the customary responsibilities of such positions and such other duties as may be assigned to Executive from time to time by the officer to whom Executive reports or by the designee of the Company’s Chief Executive Officer.

(b) Executive agrees to faithfully serve the Company, devote his full working time, attention and energies to the business of the Company, its subsidiaries and affiliated entities, and perform the duties under this Agreement to the best of his abilities.

(c) Executive agrees (i) to comply with all applicable laws, rules and regulations, and all requirements of all applicable regulatory, self-regulatory, and administrative bodies; (ii) to comply with the Company’s rules, procedures, policies, requirements, and directions; and (iii) not to engage in any other business or employment without the written consent of the Company except as otherwise specifically provided herein.

Page 2 of 12

(d) In connection with his employment during the Term of Employment and Renewed Term of Employment, if any, the Executive shall be based at the Company’s principal executive offices in New Hyde Park, NY, or such other location as shall be agreed between the Executive and the Company.

6. Compensation and Benefits.

(a) Base Salary. During the Term of Employment or Renewed Term of Employment, if any, the Executive shall receive a base salary (“Base Salary”) at a rate of $650,000 per annum (or such greater amount as shall be determined by the Company’s Chief Executive Officer in conjunction with the Board of Directors), payable monthly or more frequently in accordance with the Company’s practice as applied to other senior executives. Such base salary shall be reviewed at least annually.

(b) Bonus. Provided that Executive remains employed hereunder on such dates, on each annual anniversary of the Effective Date, Executive shall become entitled to receive a cash bonus (the “Minimum Bonus”) at the minimum amount of $350,000 (or such greater amount as shall be determined by the Company’s Chief Executive Officer in conjunction with the Board of Directors).

(c) Automobile. During the term of Employment and Renewed Term of Employment, if any, the Company shall also provide Executive with use of an automobile selected by Executive and shall pay fuel, oil and other vehicle necessities and maintenance and repairs cost and expenses for or to the automobile and shall provide a driver for the Executive’s use of the automobile on Company business.

(d) Equity Compensation.      Executive shall be eligible to be granted options to purchase shares of the Company’s common stock (“Stock Options”) in accordance with the terms of the Stock Option Plan for Key Employees and Outside Directors of Kimco Realty Corporation (the “Option Plan”) and may be eligible for future grants as well. If a Restricted Stock Plan is adopted, the Executive will be eligible for grants. Executive understands that the amount, existence, terms and conditions of any such grants shall be determined in the sole discretion of the Board of Directors or committee thereof.

(e) Benefits. During the Term of Employment or Renewed Term of Employment, if any, the Executive shall be entitled to participate in or receive benefits under the employee benefit plans (including health, welfare and insurance plans) and other arrangements made available by the Company to its senior employees generally (collectively “Benefits”), subject to and on a basis consistent with the terms, conditions and overall administration of such plans or arrangements; provided, however, that the Executive shall be entitled to four (4) weeks of paid vacation per annum during the Term of Employment or Renewed Term of Employment, if any, exclusive of Company holidays and that Executive shall be entitled to take sick or personal days off in accordance with the Company’s practice as applied to other senior executives.

Page 3 of 12

(f) Business Expenses. The Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by the Executive in the performance of his duties to the Company hereunder provided that such expenses are incurred for business reasons and accounted for in accordance with the Company’s policy.

(g) No Waiver. The Executive shall also be entitled to such other benefits or terms of employment as are provided by law.

7. Termination of Employment. The Executive’s employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:

(a) Death. The Executive’s employment hereunder shall terminate upon his death.

(b) Disability. If the Company determines in good faith that the Executive is Significantly Disabled during the Term of Employment, the Company may give the Executive written notice of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that within the 30 days after such receipt, the Executive shall not have returned to full-time performance of his duties with or without a reasonable accommodation.

(c) Cause. The Company may terminate the Executive’s employment hereunder for Cause.

(d) Without Cause. The Company may terminate the Executive’s employment at any time hereunder without Cause upon thirty (30) days notice.

(e) Expiration of Term of Employment and Ninety Day Notice Not to Renew. Executive’s employment hereunder shall terminate upon expiration of the Term of Employment upon written notice by either party provided ninety (90) days before the expiration of the Term of Employment in accordance with Section 4, above, or if this Agreement is renewed, before expiration of the Renewed Term of Employment, if applicable. The giving of notice not to renew shall not constitute a termination without Cause.

Page 4 of 12

(f) Notice of Termination. Any termination of the Executive’s employment hereunder (other than by reason of the Executive’s death or expiration of the Term of Employment or Renewed Term of Employment, if any) shall be communicated by a notice of termination to the other parties hereto. For purposes of this Agreement, a “notice of termination” shall mean a written notice which (i) indicates the specific termination provision in the Agreement relied upon, (ii) sets forth in reasonable detail any facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision indicated and (iii) specifies the effective date of the termination.

8. Compensation Following Termination of Employment. Upon termination of Executive’s employment under this Agreement, Executive (or his/her designated beneficiary or estate, as the case may be) shall be entitled to receive the following compensation:

(a) Base Salary and Accrued but Unpaid Expenses and Vacation. The Company shall pay Executive any Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, and any vacation accrued, but unused, to the date of termination.

(b) Other Compensation and Benefits. Except as otherwise provided under this Agreement,

(i) any other compensation or benefits to which Executive may be entitled at the time of termination shall be determined and paid in accordance with the terms of such plans, policies and arrangements providing such compensation or benefits, and

(ii) except as provided hereunder, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such termination or resignation.

(c) Additional Compensation Payable Following Termination without Cause. If the Executive’s employment shall terminate without Cause (pursuant to Section 7(d)), and if Executive executes a “Separation Agreement and General Release” in substantially the same form as attached hereto as Exhibit A, the Company shall provide the following compensation and benefits to Executive unless the Change in Control provisions of Section 24 below apply:

(i) Base Salary. The Company shall pay the Executive a severance benefit equal to the greater of A) the remaining Base Salary payments to which Executive would be entitled for the remainder of the Term of Employment (or if this Agreement is renewed, the Renewed Term of Employment) if such termination had not occurred or B) one year’s payment of Base Salary. Such payments shall be made at the same time and in the same manner as such compensation had been paid prior to such termination of employment.

Page 5 of 12

(ii) Minimum Bonus. The Company shall pay Executive the Minimum Bonus(es) that he would have received pursuant to Section 6(b) if his employment had continued until the end of the Term of Employment (or if this Agreement is renewed, until the end of the Renewed Term of Employment).

(iii) Continuation of Benefits. The Company shall make all necessary payments for and provide all Benefits to Executive under this Agreement as if his employment had continued until the end of the Term of Employment (or if this Agreement is renewed, until the end of the Renewed Term of Employment) or for one year, whichever is greater.

(iv) Vesting of Stock Options. All outstanding unvested Stock Options shall become immediately vested and fully exercisable.

(v) Upon death or significant disability, the Executive (or such Payee as the Executive shall have designated on the signature page hereof) shall be entitled to six (6) months of base salary (or such greater amount as determined in Section 6(a), above) and any options with respect to common stock options of the Company then held by Executive, which are not yet exercisable shall thereupon become exercisable in accordance with the terms of such option.

(d) No Other Compensation. If Executive’s employment is terminated by reason of Cause or resignation by Executive (other than in accordance with Section 24 below following a Change in Control) or Expiration of the Term of Employment or Renewed Term of Employment, if any, then Executive shall not be entitled to any other compensation or benefits from the Company except as described in Section 8(a) and (b) above.

9. Survival. The expiration or termination of the Term of Employment or Renewed Term of Employment, if any, shall not impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such expiration.

10. Disputes. Any dispute or controversy arising under, out of, in connection with or in relation to this Agreement shall, at the election and upon written demand of any party to this Agreement, be finally determined and settled by arbitration in Garden City, New York in accordance with the rules and procedures of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof. In such arbitration, each party shall bear its own legal fees and related costs, except that the parties shall share the fee of the arbitrator, where Employee pays an amount equal to the cost of the filing fee or purchasing an index number in federal or state court, whichever is less. To the extent that any claim is found not to be subject to arbitration, such claim shall be either decided by the U.S. District Court for the Eastern District of New York, or the Supreme Court in and for Nassau County, New York and all such claims shall be adjudicated by a judge sitting without a jury.

Page 6 of 12

The prevailing party in any such proceeding shall be entitled to collect from the other party, all legal fees and expenses as permitted by law.

11. Consultancy. Upon termination of the Term of Employment, or if the employment term is renewed, upon termination of the Renewed Term of Employment, Executive and the Company shall thereupon enter into a consulting agreement which shall provide for compensation of $250,000 per annum for a term of three years.

12. Restrictive Covenants.

This Section 12 shall not apply in the event of termination following a Change in Control (as defined in Section 2(g), above), pursuant to Section 24, below.

(a) Confidentiality.

 (i) During Executive’s Term of Employment or Renewed Term of Employment, if any, with the Company, Executive will not use or disclose to any individual or entity any Confidential Information (as defined below) except (i) in the performance of Executive’s duties for the Company, (ii) as authorized in writing by the Company, or (iii) as required by law or legal process, provided that prior written notice of such required disclosure is provided to the Company and that all reasonable efforts to preserve the confidentiality of such information shall be made.

 (ii) As used herein, “Confidential Information” shall mean information that (i) is used or potentially useful in the Company’s business, (ii) the Company treats as proprietary, private or confidential, and (iii) is not generally known to the public. “Confidential Information” includes, without limitation, information relating to the Company’s products or services; marketing, selling or business or development plans; current or prospective customer, client, landlord, owner and tenant lists and data, trade secrets, call lists, manuals, policies, memoranda, notes, records, technical data, sketches, plans, drawings, formulae, research and development data, sources of supply and material, operating and cost data, financial information and personnel information. “Confidential Information” also includes proprietary and/or confidential information of the Company’s customers, clients, landlords, owners, tenants, suppliers and business or joint venture partners who may share such information with the Company pursuant to a confidentiality agreement or otherwise.

(b) Non-Competition. In consideration of Executive’s employment or the continuation of Executive’s employment with the Company and the access to Confidential Information provided by the Company, including customer, client, landlord, owner and tenant contact information, Executive agrees and covenants that:

Page 7 of 12

 (i) Executive shall not in any states where the Company does business enter into competition (as defined below) with the Company during Executive’s Term of Employment or Renewed Term of Employment, if any, with the Company or, if he resigns or is deemed to have resigned from employment (e.g., job abandonment), until December 31, 2007 or one (1) year from the renewal date of the contract, whichever is greater, and

 (ii) As used herein, the term “competition” shall mean the direct or indirect ownership, management, employment or other participation in any business whose products or activities compete in whole or in part with the services or activities of the Company or any of its subsidiaries, including, without limitation, any real estate investment trust or other business which manages, or owns and operates, or purchases and sells shopping malls or shopping centers, provided, however, that Executive may acquire up to one percent of any class of securities of any enterprise if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended.

(c) Non-Solicitation.

 (i) While employed by the Company or, if he resigns or is deemed to have resigned from employment (e.g., job abandonment), until December 31, 2007, Executive shall not in any capacity employ or solicit for employment, or recommend that another person employ or solicit for employment, any person who is then and was at any time during Executive's employment an employee, sales representative or agent of the Company or any subsidiary or affiliate of the Company.

 (ii) Executive agrees that while employed by the Company or, if he resigns or is deemed to have resigned from employment (e.g., job abandonment), until December 31, 2007, he will not, on behalf of himself, or any other person, firm or corporation, solicit any of the Company's customers, clients, landlords, owners, tenants, and business or joint venture partners with whom he has had contact while working for the Company; nor will Executive in any way, directly or indirectly, for himself, or any other person, firm, corporation or entity, divert, or take away any of the Company's customers, clients, landlords, owners, tenants, suppliers and business or joint venture partners with whom Executive has had contact. For purposes of this Section, the term "contact" shall mean engaging in any communication, whether written or oral, with the customer, client, landlord, owner, tenant, supplier and business or joint venture partner or any representative thereof, or obtaining any information with respect to such customer, client, landlord, owner, tenant, supplier and business or joint venture partner or representative thereof.

Page 8 of 12

(d) Remedies for Breach of Confidentiality, Non-Competition and Non-Solicitation Provisions of this Agreement. Executive acknowledges that this Section 12, its terms and his compliance are necessary to protect the Company’s Confidential and Proprietary Information, its business and its goodwill, and that a breach of any of Executive’s promises contained in this Section 12 will irreparably and continually damage the Company to an extent that money damages may not be adequate. For these reasons, Executive agrees that in the event of a breach or threatened breach by the Executive of this Section 12, the Company shall be entitled to a temporary restraining order and preliminary injunction restraining Executive from such breach, without the posting of a bond. Nothing contained in this Section shall be construed as prohibiting the Company from pursuing any other remedies available for such breach or threatened breach or any other breach of this Agreement. The Company and Executive further acknowledge and agree that it may be difficult, if not impossible; to compute the actual damages that will be suffered by the Company upon Executive’s violation of this Section 12. It is agreed, therefore, that in the event Executive breaches these provisions, Executive shall pay to the Company liquidated damages of a full year’s salary during any period of breach and forfeit any payments due under Agreement, or any actual damages that the Company may incur as a result of such breach, whichever amount is greater, in addition to any other damages, including without limitation punitive damages, attorney's fees and costs, awarded by a court or arbitrator related to any breach of these provisions.

(e) Effect of Termination of Employment. Notwithstanding the provisions of Section 7(e) of this Agreement, the period of Executive’s employment for purposes of determining the applicability of the restrictions contained in Section 12 of this Agreement shall include any period during which Executive is employed by the Company’s successors or assigns. Upon termination of employment, as defined herein and for whatever cause, Executive shall immediately deliver to the Company or its successors or assigns, all Company property, including without limitation all Confidential Information as defined above.

13. Withholding of Taxes. The Company shall withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes.

14. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. The Company shall cause any successor to all or substantially all of its assets or business to assume this Agreement.

15. Governing Law. This Agreement is being made and executed in and is intended to be performed in the State of New York, and shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of New York without regard to its conflict or choice of law rules.

Page 9 of 12

16. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

17. Notices. Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent, by telex, telecopy, facsimile transmission, or certified or registered mail, postage prepaid, as follows:

      If to the Company, addressed to:

      3333 New Hyde Park Rd.

      New Hyde Park, NY 11042

      Att: Vice President of Human Resources

If to the Executive, to him at the address set forth below under his signature; or at any other address as any party shall have specified by notice in writing to the other parties in accordance herewith.

18. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. This Agreement shall not become enforceable until executed by the Company.

19. Entire Agreement. The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Company, may not be contradicted by evidence of any prior or contemporaneous agreement and supersedes any and all prior agreements, including specifically the November 1, 1998 Employment Agreement between the Company and the Executive. The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

20. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and approved by the Executive Compensation Committee of the Board of Directors or by an arbitrator or court seeking to render enforceable through “judicial” modification an otherwise unenforceable provision. By an instrument in writing similarly executed, the Executive or the Company may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform, provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

Page 10 of 12

21. No Inconsistent Actions; Cooperation.

(a) The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

(b) Each of the parties hereto shall cooperate and take such actions, and execute such other documents as may be reasonably requested by the other in order to carry out the provisions and purposes of this Agreement.

22. No Alienation of Benefits. To the extent permitted by law the benefits provided by this Agreement shall not be subject to garnishment, attachment or any other legal process by the creditors of the Executive, his beneficiary or his estate.

23. Indemnification. The Company shall provide indemnification to the Executive to the extent permitted by the Company’s corporate bylaws and under New York law.

24. Change in Control.

(a) Requirements for Additional Compensation. If a Change in Control occurs and the Executive’s employment is terminated for any reason, at any time by the Company without Cause pursuant to Section 7(d) above, or by the Executive if prior to the end of the 60-day period beginning on the date of the Change in Control, the Company shall provide the Executive with the additional compensation and benefits described in this Section 24.

(b) Lump Sum Payment. The Company shall pay Executive an amount equal to the lesser of:

(i) The amount of Base Salary under this Agreement (or any salary of greater amount he was receiving as was determined pursuant to Section 6(a)) and bonus (defined by the amount of bonus he most recently received or the Executive’s minimum bonus, if he has never yet received a bonus), that would have been payable to the Executive if he had continued in employment until the end of the Term of Employment or Renewed Term of Employment, if any; or

(ii) The greatest payment which in combination with all other payments to which he would be entitled, would not constitute an “excess parachute payment” as such term is defined in Section 28(b)(1) of the Internal Revenue Code.

The amount determined under this subsection (b) of this Section 24 will be paid to Executive in a single lump sum within thirty (30) days after his last day of employment.

Page 11 of 12

(c) Continuation of Benefits. The Company shall make all necessary payments for and provide all Benefits to Executive under this Agreement as if his employment had continued until the later of the end of the Term of Employment (or if the Agreement is renewed, the Renewed Term of Employment) or the end of the one-year period beginning on his date of termination.

(d) Vesting of Stock Options. All outstanding unvested Stock Options shall become immediately vested and fully exercisable.

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

	KIMCO REALTY CORPORATION,
	a Maryland corporation
	By: /s/ Milton Cooper
EXECUTIVE
/s/ Michael J. Flynn
Michael J. Flynn 215 Old Church Road Greenwich, CT 06830

Page 12 of 12

EX-10.15

EXHIBIT 10.15

EMPLOYMENT AGREEMENT

THIS AGREEMENT, dated July 26, 2004 is made by and between Kimco Realty Corporation (the “Company”), a Maryland corporation, and David Henry (the “Executive”).

1. Employment. The Company hereby agrees to employ Executive, and Executive hereby agrees to be employed by the Company, upon the terms and subject to the conditions set forth in this Agreement.

2. Certain Definitions.

(a) “Base Salary” is defined in Section 6(a).

(b) “Bonus” is defined in Section 6(b).

(c) “Automobile” is defined in Section 6(c).

(d) “Benefits” is defined in Section 6(e).

(e) “Board” means the Board of Directors of the Company.

(f) “Calendar Quarter” shall mean each of the three-month periods ending March 31, June 30, September 30 and December 31 of each year.

(g) “Cause”. For purposes of this Agreement, “Cause” shall mean any of the following (i) conviction of a crime (including conviction on a nolo contendere plea) involving the commission by Executive of a felony or of a criminal act involving, in the good faith judgment of the Board, fraud, dishonesty, or moral turpitude; (ii) deliberate and continual refusal to perform employment duties reasonably requested by the Company or an affiliate after thirty (30) days’ written notice by certified mail of such failure to perform, specifying that the failure constitutes cause (other than as a result of vacation, sickness, illness or injury); (iii) fraud or embezzlement determined in accordance with the Company’s normal, internal investigative procedures consistently applied in comparable circumstances; or (iv) gross misconduct or gross negligence in connection with the business of the Company or an affiliate which has a substantial adverse effect on the Company or the affiliate.

(h) “Change in Control”. For purposes of this Agreement, a “Change in Control” shall mean (i) a sale of all or substantially all of the assets of the Company to a Person who is not an Affiliate of the Company or an entity in which the shareholders of the Company immediately prior to such transaction do not control more than 50% of the voting power immediately following the transaction, (ii) a sale by any Person resulting in more than 50% of the voting stock of the Company being held by a Person or Group that does not include Company or (iii) a merger or consolidation of the Company into another entity which is not an Affiliate of the Company or an entity in which the shareholders of the Company immediately prior to such transaction do not control more than 50% of the voting power immediately following the transaction.

Page 2 of 12

(i) “Significantly Disabled” For purposes of this Agreement, Executive shall be “Significantly Disabled” with or without reasonable accommodation if Executive is physically or mentally incapacitated so as to render Executive incapable of performing his usual and customary duties under this Agreement. Executive’s receipt of disability benefits under the Company’s long-term disability benefits plan (the “LTD Plan”) or receipt of Social Security disability benefits shall be deemed conclusive evidence of Total Disability for purpose of this Agreement; provided, however, that in the absence of Executive’s receipt of such long-term disability benefits or Social Security benefits, the Board may, in its reasonable discretion (but based upon appropriate medical evidence), determine that Executive is Significantly Disabled.

(j) “Effective Date” shall mean July 26, 2004.

(k) “Stock Options” is defined in Section 6(d).

(l) “Term of Employment” is defined in Section 3.

 (m) “Renewed Term of Employment” is defined in Section 4.

3. Term of Employment. The period of Executive’s employment under this Agreement shall begin as of the Effective Date and shall continue until December 31, 2007 (the “Term of Employment”), unless sooner terminated in accordance with Section 7 below or unless renewed pursuant to Section 4 or extended by mutual agreement of the parties.

4. Renewal. If this Agreement is not otherwise terminated, it will automatically renew for a term of one (1) year (the “Renewed Term of Employment”) effective on the day after the Term of Employment ends (the “renewal date”), unless either party hereto gives written notice of non-renewal at least ninety (90) days prior to the end of the Term of Employment.

5. Duties and Responsibilities.

(a) During the Term of Employment and any Renewed Term of Employment, the Executive shall serve as Vice Chairman and Chief Investment Officer of the Company. In such capacity, Executive shall perform the customary duties and have the customary responsibilities of such positions and such other duties as may be assigned to Executive from time to time by the officer to whom Executive reports or by the designee of the Company’s Chief Executive Officer.

(b) Executive agrees to faithfully serve the Company, devote his full working time, attention and energies to the business of the Company, its subsidiaries and affiliated entities, and perform the duties under this Agreement to the best of his abilities.

Page 2 of 12

(c) Executive agrees (i) to comply with all applicable laws, rules and regulations, and all requirements of all applicable regulatory, self-regulatory, and administrative bodies; (ii) to comply with the Company’s rules, procedures, policies, requirements, and directions; and (iii) not to engage in any other business or employment without the written consent of the Company except as otherwise specifically provided herein.

(d) In connection with his employment during the Term of Employment and Renewed Term of Employment, the Executive shall be based at the Company’s principal executive offices in New Hyde Park, NY, or such other location as shall be agreed between the Executive and the Company.

6. Compensation and Benefits.

 (a) Base Salary. During the Term of Employment or Renewed Term of Employment, if any, the Executive shall receive a base salary (“Base Salary”) at a rate of $650,000 per annum (or such greater amount as shall be determined by the Company’s Chief Executive Officer in conjunction with the Board of Directors), payable monthly or more frequently in accordance with the Company’s practice as applied to other senior executives. Such base salary shall be reviewed at least annually.

(b) Bonus. Provided that Executive remains employed hereunder on such dates, on each annual anniversary of the Effective Date, Executive shall become entitled to receive a cash bonus (the “Minimum Bonus”) at the minimum amount of $350,000 (or such greater amount as shall be determined by the Company’s Chief Executive Officer in conjunction with the Board of Directors) to be paid in equal quarterly installments on the last day of each Calendar Quarter.

(c) Automobile. During the term of Employment and Renewed Term of Employment, if any, the Company shall also provide Executive with use of an automobile selected by Executive and shall pay fuel, oil and other vehicle necessities and maintenance and repairs cost and expenses for or to the automobile and shall provide a driver for the Executive’s use of the automobile on Company business.

(d) Equity Compensation.      Executive shall be eligible to be granted options to purchase shares of the Company’s common stock (“Stock Options”) in accordance with the terms of the Stock Option Plan for Key Employees and Outside Directors of Kimco Realty Corporation (the “Option Plan”) and may be eligible for future grants as well. If a Restricted Stock Plan is adopted, the Executive will be eligible for grants. Executive understands that the amount, existence, terms and conditions of any such grants shall be determined in the sole discretion of the Board of Directors or committee thereof.

Page 3 of 12

(i) Regardless of any option Executive may or may not be granted pursuant to this Section 6(d), if Executive is employed by the Company on April 2, 2011, on such date the Company shall grant Executive 37,500 shares of the Company’s common stock.

(e) Benefits. During the Term of Employment or Renewed Term of Employment, if any, the Executive shall be entitled to participate in or receive benefits under the employee benefit plans (including health, welfare and insurance plans) and other arrangements made available by the Company to its senior employees generally (collectively “Benefits”), subject to and on a basis consistent with the terms, conditions and overall administration of such plans or arrangements. Additionally, Executive shall receive a life insurance policy in the amount of $3,500,000.

(f) Business Expenses. The Company shall reimburse the Executive for all reasonable travel and other business expenses incurred by the Executive in the performance of his duties to the Company hereunder provided that such expenses are incurred for business reasons and accounted for in accordance with the Company’s policy.

(g) No Waiver. The Executive shall also be entitled to such other benefits or terms of employment as are provided by law.

7. Termination of Employment. The Executive’s employment hereunder may be terminated by the Company or the Executive, as applicable, without any breach of this Agreement only under the following circumstances:

(a) Death. The Executive’s employment hereunder shall terminate upon his death.

(b) Disability. If the Company determines in good faith that the Executive is Significantly Disabled during the Term of Employment, the Company may give the Executive written notice of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive, provided that within the 30 days after such receipt, the Executive shall not have returned to full-time performance of his duties with or without a reasonable accommodation.

(c) Cause. The Company may terminate the Executive’s employment hereunder for Cause.

(d) Without Cause. The Company may terminate the Executive’s employment at any time hereunder without Cause upon thirty (30) days notice.

(e) Expiration of Term of Employment and Ninety Day Notice Not to Renew. Executive’s employment hereunder shall terminate upon expiration of the Term of Employment upon written notice by either party provided ninety (90) days before the expiration of the Term of Employment in accordance with Section 4, above, or if this Agreement is renewed, before expiration of the Renewed Term of Employment, if applicable. The giving of notice not to renew shall not constitute a termination without Cause.

Page 4 of 12

(f) Notice of Termination. Any termination of the Executive’s employment hereunder (other than by reason of the Executive’s death or expiration of the Term of Employment or Renewed Term of Employment, if any) shall be communicated by a notice of termination to the other parties hereto. For purposes of this Agreement, a “notice of termination” shall mean a written notice which (i) indicates the specific termination provision in the Agreement relied upon, (ii) sets forth in reasonable detail any facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision indicated and (iii) specifies the effective date of the termination.

8. Compensation Following Termination of Employment. Upon termination of Executive’s employment under this Agreement, Executive (or his/her designated beneficiary or estate, as the case may be) shall be entitled to receive the following compensation:

(a) Base Salary and Accrued but Unpaid Expenses and Vacation. The Company shall pay Executive any Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, and any vacation accrued, but unused, to the date of termination.

(b) Other Compensation and Benefits. Except as otherwise provided under this Agreement,

(i) any other compensation or benefits to which Executive may be entitled at the time of termination shall be determined and paid in accordance with the terms of such plans, policies and arrangements providing such compensation or benefits, and

(ii) except as provided hereunder, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such termination or resignation.

(c) Additional Compensation Payable Following Termination without Cause. If the Executive’s employment shall terminate without Cause (pursuant to Section 7(d)), and if Executive executes a “Separation Agreement and General Release” in substantially the same form as attached hereto as Exhibit A, the Company shall provide the following compensation and benefits to Executive unless the Change in Control provisions of Section 23 below apply:

(i) Base Salary. The Company shall pay the Executive a severance benefit equal to the greater of A) the remaining Base Salary payments to which Executive would be entitled for the remainder of the Term of Employment (or if this Agreement is renewed, the Renewed Term of Employment) if such termination had not occurred or B) one year’s payment of Base Salary. Such payments shall be made at the same time and in the same manner as such compensation had been paid prior to such termination of employment.

Page 5 of 12

(ii) Minimum Bonus. The Company shall pay Executive the Minimum Bonus(es) that he would have received pursuant to Section 6(b) if his employment had continued until the end of the Term of Employment (or if this Agreement is renewed, until the end of the Renewed Term of Employment).

(iii) Continuation of Benefits. The Company shall make all necessary payments for and provide all Benefits to Executive under this Agreement as if his employment had continued until the end of the Term of Employment (or if this Agreement is renewed, until the end of the Renewed Term of Employment) or for one year, whichever is greater.

(iv) Vesting of Stock Options. All outstanding unvested Stock Options shall become immediately vested and fully exercisable.

(v) Upon death or significant disability, the Executive (or such Payee as the Executive shall have designated on the signature page hereof) shall be entitled to six (6) months of base salary (or such greater amount as determined in Section 6(a), above) and any options with respect to common stock options of the Company then held by Executive, which are not yet exercisable shall thereupon become exercisable in accordance with the terms of such option.

(d) No Other Compensation. If Executive’s employment is terminated by reason of Cause or resignation by Executive (other than in accordance with Section 23 below following a Change in Control) or Expiration of the Term of Employment or Renewed Term of Employment, if any, then Executive shall not be entitled to any other compensation or benefits from the Company except as described in Section 8(a) and (b) above.

9. Survival. The expiration or termination of the Term of Employment or Renewed Term of Employment, if any, shall not impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such expiration.

10. Disputes. Any dispute or controversy arising under, out of, in connection with or in relation to this Agreement shall, at the election and upon written demand of any party to this Agreement, be finally determined and settled by arbitration in Garden City, New York in accordance with the rules and procedures of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof. In such arbitration, each party shall bear its own legal fees and related costs, except that the parties shall share the fee of the arbitrator, where Employee pays an amount equal to the cost of the filing fee or purchasing an index number in federal or state court, whichever is less. To the extent that any claim is found not to be subject to arbitration, such claim shall be either decided by the U.S. District Court for the Eastern District of New York, or the Supreme Court in and for Nassau County, New York and all such claims shall be adjudicated by a judge sitting without a jury.

Page 6 of 12

The prevailing party in any such proceeding shall be entitled to collect from the other party, all legal fees and expenses as permitted by law.

11. Restrictive Covenants.

This Section 11 shall not apply in the event of termination following a Change in Control (as defined in Section 2(h), above), pursuant to Section 23, below.

(a) Confidentiality.

 (i) During Executive’s Term of Employment or Renewed Term of Employment, if any, with the Company, Executive will not use or disclose to any individual or entity any Confidential Information (as defined below) except (i) in the performance of Executive's duties for the Company, (ii) as authorized in writing by the Company, or (iii) as required by law or legal process, provided that prior written notice of such required disclosure is provided to the Company and that all reasonable efforts to preserve the confidentiality of such information shall be made.

 (ii) As used herein, “Confidential Information” shall mean information that (i) is used or potentially useful in the Company’s business, (ii) the Company treats as proprietary, private or confidential, and (iii) is not generally known to the public. “Confidential Information” includes, without limitation, information relating to the Company’s products or services; marketing, selling or business or development plans; current or prospective customer, client, landlord, owner and tenant lists and data, trade secrets, call lists, manuals, policies, memoranda, notes, records, technical data, sketches, plans, drawings, formulae, research and development data, sources of supply and material, operating and cost data, financial information and personnel information. “Confidential Information” also includes proprietary and/or confidential information of the Company's customers, clients, landlords, owners, tenants, suppliers and business or joint venture partners who may share such information with the Company pursuant to a confidentiality agreement or otherwise.

(b) Non-Competition. In consideration of Executive’s employment or the continuation of Executive’s employment with the Company and the access to Confidential Information provided by the Company, including customer, client, landlord, owner and tenant contact information, Executive agrees and covenants that:

Page 7 of 12

 (i) Executive shall not in any states where the Company does business enter into competition (as defined below) with the Company during Executive’s Term of Employment or Renewed Term of Employment, if any, with the Company or, if he resigns or is deemed to have resigned from employment (e.g., job abandonment), until December 31, 2007 or one (1) year from the renewal date of the contract, whichever is greater, and

 (ii) As used herein, the term “competition” shall mean the direct or indirect ownership, management, employment or other participation in any business whose products or activities compete in whole or in part with the services or activities of the Company or any of its subsidiaries, including, without limitation, any real estate investment trust or other business which manages, or owns and operates, or purchases and sells shopping malls or shopping centers, provided, however, that Executive may acquire up to one percent of any class of securities of any enterprise if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended.

(c) Non-Solicitation.

 (i) While employed by the Company or, if he resigns or is deemed to have resigned from employment (e.g., job abandonment), until December 31, 2007, Executive shall not in any capacity employ or solicit for employment, or recommend that another person employ or solicit for employment, any person who is then and was at any time during Executive’s employment an employee, sales representative or agent of the Company or any subsidiary or affiliate of the Company.

 (ii) Executive agrees that while employed by the Company or, if he resigns or is deemed to have resigned from employment (e.g., job abandonment), until December 31, 2007, he will not, on behalf of himself, or any other person, firm or corporation, solicit any of the Company's customers, clients, landlords, owners, tenants, and business or joint venture partners with whom he has had contact while working for the Company; nor will Executive in any way, directly or indirectly, for himself, or any other person, firm, corporation or entity, divert, or take away any of the Company’s customers, clients, landlords, owners, tenants, suppliers and business or joint venture partners with whom Executive has had contact. For purposes of this Section, the term “contact” shall mean engaging in any communication, whether written or oral, with the customer, client, landlord, owner, tenant, supplier and business or joint venture partner or any representative thereof, or obtaining any information with respect to such customer, client, landlord, owner, tenant, supplier and business or joint venture partner or representative thereof.

Page 8 of 12

(d) Remedies for Breach of Confidentiality, Non-Competition and Non-Solicitation Provisions of this Agreement. Executive acknowledges that this Section 11, its terms and his compliance are necessary to protect the Company’s Confidential and Proprietary Information, its business and its goodwill, and that a breach of any of Executive's promises contained in this Section 11 will irreparably and continually damage the Company to an extent that money damages may not be adequate. For these reasons, Executive agrees that in the event of a breach or threatened breach by the Executive of this Section 11, the Company shall be entitled to a temporary restraining order and preliminary injunction restraining Executive from such breach, without the posting of a bond. Nothing contained in this Section shall be construed as prohibiting the Company from pursuing any other remedies available for such breach or threatened breach or any other breach of this Agreement. The Company and Executive further acknowledge and agree that it may be difficult, if not impossible; to compute the actual damages that will be suffered by the Company upon Executive’s violation of this Section 11. It is agreed, therefore, that in the event Executive breaches these provisions, Executive shall pay to the Company liquidated damages of a full year’s salary during any period of breach and forfeit any payments due under Agreement, or any actual damages that the Company may incur as a result of such breach, whichever amount is greater, in addition to any other damages, including without limitation punitive damages, attorney's fees and costs, awarded by a court or arbitrator related to any breach of these provisions.

(e) Effect of Termination of Employment. Notwithstanding the provisions of Section 7(e) of this Agreement, the period of Executive’s employment for purposes of determining the applicability of the restrictions contained in Section 11 of this Agreement shall include any period during which Executive is employed by the Company's successors or assigns. Upon termination of employment, as defined herein and for whatever cause, Executive shall immediately deliver to the Company or its successors or assigns, all Company property, including without limitation all Confidential Information as defined above.

12. Withholding of Taxes. The Company shall withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes.

13. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the Company, the Executive and their respective successors, assigns, personnel and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. The Company shall cause any successor to all or substantially all of its assets or business to assume this Agreement.

14. Governing Law. This Agreement is being made and executed in and is intended to be performed in the State of New York, and shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of New York without regard to its conflict or choice of law rules.

Page 9 of 12

15. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

16. Notices. Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent, by telex, telecopy, facsimile transmission, or certified or registered mail, postage prepaid, as follows:

If to the Company, addressed to:

     3333 New Hyde Park Rd.

     New Hyde Park, NY 11042

     Att: Vice President of Human Resources

If to the Executive, to him at the address set forth below under his signature; or at any other address as any party shall have specified by notice in writing to the other parties in accordance herewith.

17. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. This Agreement shall not become enforceable until executed by the Company.

18. Entire Agreement. The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect to the employment of the Executive by the Company, may not be contradicted by evidence of any prior or contemporaneous agreement and supersedes any and all prior agreements, including specifically the February 14, 2001 Employment Agreement between the Company and the Executive. The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding to vary the terms of this Agreement.

Page 10 of 12

19. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Executive and approved by the Executive Compensation Committee of the Board of Directors or by an arbitrator or court seeking to render enforceable through “judicial” modification an otherwise unenforceable provision. By an instrument in writing similarly executed, the Executive or the Company may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform, provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.

20. No Inconsistent Actions; Cooperation.

(a) The parties hereto shall not voluntarily undertake or fail to undertake any action or course of action inconsistent with the provisions or essential intent of this Agreement. Furthermore, it is the intent of the parties hereto to act in a fair and reasonable manner with respect to the interpretation and application of the provisions of this Agreement.

(b) Each of the parties hereto shall cooperate and take such actions, and execute such other documents as may be reasonably requested by the other in order to carry out the provisions and purposes of this Agreement.

21. No Alienation of Benefits. To the extent permitted by law the benefits provided by this Agreement shall not be subject to garnishment, attachment or any other legal process by the creditors of the Executive, his beneficiary or his estate.

22. Indemnification. The Company shall provide indemnification to the Executive to the extent permitted by the Company’s corporate bylaws and under New York law.

23. Change in Control.

(a) Requirements for Additional Compensation. If a Change in Control occurs and the Executive’s employment is terminated for any reason, at any time by the Company without Cause pursuant to Section 7(d) above, or by the Executive if prior to the end of the 60-day period beginning on the date of the Change in Control, the Company shall provide the Executive with the additional compensation and benefits described in this Section 23.

(b) Lump Sum Payment. The Company shall pay Executive an amount equal to the lesser of:

(i) The amount of Base Salary under this Agreement (or any salary of greater amount he was receiving as was determined pursuant to Section 6(a)) and bonus (defined by the amount of bonus he most recently received or the Executive’s minimum bonus, if he has never yet received a bonus), that would have been payable to the Executive if he had continued in employment until the end of the Term of Employment or Renewed Term of Employment, if any; or

Page 11 of 12

(ii) The greatest payment which in combination with all other payments to which he would be entitled, would not constitute an “excess parachute payment” as such term is defined in Section 28(b)(1) of the Internal Revenue Code.

The amount determined under this subsection (b) of this Section 23 will be paid to Executive in a single lump sum within thirty (30) days after his last day of employment.

(c) Continuation of Benefits. The Company shall make all necessary payments for and provide all Benefits to Executive under this Agreement as if his employment had continued until the later of the end of the Term of Employment (or if the Agreement is renewed, the Renewed Term of Employment) or the end of the one-year period beginning on his date of termination.

(d) Vesting of Stock Options. All outstanding unvested Stock Options shall become immediately vested and fully exercisable.

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

KIMCO REALTY CORPORATION,
a Maryland corporation

By: /s/ Milton Cooper

EXECUTIVE

/s/ David Henry
David Henry
134 Nod Road
Ridgefield, CT 06277

Executive’s Payee
SueEllen Henry
134 Nod Road
Ridgefield, CT 06277

Page 12 of 12

EX-31.1

          Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Milton Cooper, Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Kimco Realty Corporation;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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) for the registrant and we 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 quarterly report is being prepared;

b) 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

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) 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, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

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: November 4, 2004

/s/ Milton Cooper
Milton Cooper
Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael V. Pappagallo, Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Kimco Realty Corporation;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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) for the registrant and we 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 quarterly report is being prepared;

b) 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

c) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) 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, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

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: November 4, 2004

/s/ Michael V. Pappagallo
Michael V. Pappagallo
Chief Financial Officer

EX-32.1 8 b401977ex32_1.htm CERTIFICATION

EXHIBIT 32.1

Section 906 Certification

Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officers of Kimco Realty Corporation (the “Company”) hereby certifies, to such officer’s knowledge, that:

      (i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 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.

Date: November 4, 2004

/s/ Milton Cooper
Milton Cooper
Chief Executive Officer

Date: November 4, 2004

/s/ Michael V. Pappagallo
Michael V. Pappagallo
Chief Financial Officer

EX-32.1

Prepared and filed by St Ives Burrups