8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 24, 2008

KIMCO REALTY CORPORATION

 (Exact Name of Registrant as Specified in Charter)

Maryland	1-10899	13-2744380
(State or Other Jurisdiction of	(Commission	(I.R.S. Employer
Incorporation)	File Number)	Identification No.)

3333 New Hyde Park Road	11042-0020
New Hyde Park, New York	(Zip Code)
(Address of Principal Executive Offices)

(516) 869-9000

 (Registrant’s telephone number, including area code)

Not applicable

(Former name of former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

The Executive Compensation Committee of Kimco Realty Corporation (the “Company”) approved the Third Amendment to the Second Amended and Restated 1998 Equity Participation Plan (the “Plan”) of the Company (the “Amendment”) on April 24, 2008.  Section 2.2 of the Plan, "Add-back of Options and Other Rights," has been amended, effective April 24, 2008, to remove provisions that, prior to the Amendment, provided that shares used by participants to pay the exercise price or tax withholding obligations relating to awards would be added back to the pool of shares available for issuance under the Plan.  Accordingly, on and after April 24, 2008, shares used by participants to pay the exercise price or tax withholding obligations relating to awards shall not be available for re-issuance under the Plan.  All other provisions of the Plan remain in full force and effect.

The preceding description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached hereto as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any disclosure document relating to the Company, except to the extent, if any, expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)

The exhibit index furnished herewith is incorporated herein by reference.

All information furnished in Exhibit 99.1 to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any disclosure document relating to the Company, except to the extent, if any, expressly set forth by specific reference in such filing.

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

KIMCO REALTY CORPORATION

Date:  April 25, 2008	By:	/s/    Michael V. Pappagallo
	Name:	Michael V. Pappagallo
	Title:	Executive Vice President
		and Chief Financial Officer

Exhibit Index
Exhibit Number	Description
99.1	Third Amendment to the Second Amended and Restated 1998 Equity Participation Plan of Kimco Realty Corporation

EX-99.1

EXHIBIT 99.1

THIRD AMENDMENT

TO THE

SECOND AMENDED AND RESTATED 1998 EQUITY PARTICIPATION PLAN

OF

KIMCO REALTY CORPORATION

Kimco Realty Corporation, a Maryland corporation (the “Company”), has previously adopted the Second Amended and Restated 1998 Equity Participation Plan of Kimco Realty Corporation (as amended from time to time, the “Plan”).  Section 10.2 of the Plan allows the Board of Directors of the Company or the Executive Compensation Committee thereof to amend the Plan in certain respects at any time or from time to time.

In order to amend the Plan in certain respects, this Third Amendment to the Plan has been adopted by a resolution of the Executive Compensation Committee of the Board of Directors of the Company on April 24, 2008.  This Third Amendment to the Plan, together with the Plan, as amended by the First Amendment to the Plan dated February 4, 2008, and the Second Amendment to the Plan dated March 26, 2008 (the Second Amendment subject to stockholder approval), constitutes the entire Plan as amended to date.

1.

Section 2.2 of the Plan is hereby amended and restated in its entirety to read as follows:

“If any Option, or other right to acquire shares of Common Stock under any other Award under the Plan, expires or is canceled without having been fully exercised, or is exercised in whole or in part for cash as permitted by this Plan, the number of shares subject to such Option or other right but as to which such Option or other right was not exercised prior to its expiration, cancellation or exercise may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1.  Furthermore, any shares subject Awards which are adjusted pursuant to Section 10.3 and become exercisable with respect to shares of stock of another corporation shall be considered cancelled and may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1.  Notwithstanding the provisions of this Section 2.2, no shares of Common Stock may again be optioned, granted or awarded if such action w ould cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code. If any shares of Restricted Stock are surrendered by the Holder or repurchased by the Company pursuant to Section 7.4 or 7.5 hereof, such shares may again be optioned, granted or awarded hereunder, subject to the limitations of Section 2.1.”  

2.

All other provisions of the Plan shall continue in full force and effect as therein provided, except that to the extent that any provision of the Plan shall conflict with this Amendment, the provisions of this Amendment shall control.  

* * * * * * * *

I hereby certify that the foregoing Third Amendment was duly adopted by the Executive Compensation Committee of the Board of Directors of Kimco Realty Corporation on April 24, 2008.  

* * * * *

Executed April 24, 2008.

KIMCO REALTY CORPORATION
By:	/s/ Michael V. Pappagallo
Name:	Michael V. Pappagallo
Title:	Executive Vice President
	and Chief Financial Officer