<PAGE>


     As filed with the Securities and Exchange Commission on August 20, 1999

                                                       Registration No. 33-60050

--------------------------------------------------------------------------------


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                            ---------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933

                            ---------------------

                           KIMCO REALTY CORPORATION
            (Exact name of registrant as specified in its charter)

         Maryland                                                13-2744380
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

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

                          --------------------------

                        KIMCO REALTY CORP. 401(K) PLAN
                           (Full title of the plan)

                          --------------------------

                             Bruce Kauderer, Esq.
                           3333 New Hyde Park Road
                      New Hyde Park, New York 11042-0020
                   (Name and address of agent for service)

                          --------------------------

                                   Copy to:

                             Raymond Y. Lin, Esq.
                               Latham & Watkins
                               885 Third Avenue
                           New York, New York 10022

                          --------------------------

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================

Title of Each Class of                         Amount to be           Proposed Maximum        Proposed Maximum        Amount of
Securities to be Registered (1)                Registered             Offering Price          Aggregate               Registration
                                                                      Per Share (2)           Offering Price          Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>                     <C>                     <C>
Common Stock, par value $.01 per share         100,000                $36.4375                $3,643,750.00           $1,012.96
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Kimco Realty Corp. 401(k) Plan.

(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon the average
of the high and low price for shares of the Company's common stock, par value
$.01 per share, as reported on the New York Stock Exchange composite tape on
August 13, 1999.

<PAGE>


                                     PART I

Item 1.           Plan Information.

         Not required to be filed with this registration statement.

Item 2.           Registrant Information and Employee Plan Annual Information.

         Not required to be filed with this registration statement.

                                     PART II

Item 3.           Incorporation of Documents by Reference.

         The SEC allows us to "incorporate by reference" the information Kimco
Realty Corporation files with them, which means that Kimco Realty Corporation
can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
prospectus, and information that Kimco Realty Corporation files later with the
SEC will automatically update and supersede this information. Kimco Realty
Corporation incorporates by reference the documents listed below and any future
filings Kimco Realty Corporation makes with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold:

    o    Annual Report on Form 10-K for the fiscal year ending December 31, 1998
         (File No. 1-10899);

    o    Quarterly Report on Form 10-Q for the quarters ended March 31, 1999
         (File No. 1-10899) and June 30, 1999 (File No. 1-10899);

    o    Proxy statement dated April 12, 1999 (File No. 1-10899);

    o    Current Reports on Form 8-K filed May 13, 1999 (File No. 1-10899),
         March 26, 1999 (File No. 1-10899) and January 29, 1999 (File No.
         1-10899);

    o    The description of our capital stock contained in our registration
         statements on Form S-3, dated August 31, 1998 (File No. 333-61303) and
         our registration statement on Form S-4, dated May 14, 1998 (File No.
         333-52667), including amendment dated May 15, 1998.

         Upon request, Kimco Realty Corporation will provide to you without
charge a copy of any of the documents incorporated by reference in this
prospectus, except the exhibits to those documents (unless the exhibits are
specifically incorporated by reference in the documents). You may request for
these copies from:

                             Bruce M. Kauderer, Esq.
                                 General Counsel
                             3333 New Hyde Park Road
                       New Hyde Park, New York 11042-0020
                                 (516) 869-9000

Item 4.           Description of Securities.

         Not required to be filed with this registration statement.


                                       1
<PAGE>


Item 5.           Interests of Named Experts and Counsel.

         Certain members of Latham & Watkins and their families own beneficial
interests in less than 1% of our common stock.

Item 6.           Indemnification of Directors and Officers.

         The Maryland General Corporation Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. Kimco
Realty Corporation's charter contains such a provision, which eliminates such
liability to the maximum extent permitted by Maryland law.

         Kimco Realty Corporation's charter authorizes it, to the maximum extent
permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former director or officer or (b) any individual who, while a
director of Kimco Realty Corporation and at the request of Kimco Realty
Corporation, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, partner or trustee of such corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. Kimco Realty Corporation's
bylaws obligate it, to the maximum extent permitted by Maryland law, to
indemnify and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any present or former director or officer who
is made a party to the proceeding by reason of his service in that capacity or
(b) any individual who, while a director of Kimco Realty Corporation and at the
request of Kimco Realty Corporation, serves or has served another corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as a director, officer, partner or trustee of such corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise and who is made
a party to the proceeding by reason of his service in that capacity. Kimco
Realty Corporation's charter and bylaws also permit Kimco Realty Corporation to
indemnify and advance expenses to any person who served a predecessor of Kimco
Realty Corporation in any of the capacities described above and to any employee
or agent of Kimco Realty Corporation or a predecessor of Kimco Realty
Corporation.

         The MGCL requires a corporation (unless its charter provides otherwise,
which Kimco Realty Corporation's charter does not) to indemnify a director or
officer who has been successful, on the merits or otherwise, in the defense of
any proceeding to which he is made a party by reason of his service in that
capacity. The MGCL permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. However, a Maryland corporation may not
indemnify for an adverse judgment in a suit by or in the right of the
corporation. In addition, the MGCL requires Kimco Realty Corporation, as a
condition to advancing expenses to obtain (a) a written affirmation by the
director or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by Kimco Realty Corporation as authorized
by the bylaws and (b) a written statement by or on his behalf to repay the
amount paid or reimbursed by Kimco Realty Corporation if it shall ultimately be
determined that the standard of conduct was not met.


                                       2
<PAGE>


Item 7.           Exemption from Registration Claimed.

         Not applicable.


Item 8.           Exhibits.

           Exhibit No.                                      Description
           -----------                                      -----------

                  24.1        Consent of PricewaterhouseCoopers LLP

                              Pursuant to Item 8 of the instructions to Form
                        S-8, the undersigned registrant hereby undertakes to
                        submit the Kimco Realty Corp. 401(k) Plan and any
                        amendment thereto, to the Internal Revenue Service
                        ("IRS") in a timely manner, and has made or will make
                        all changes required by the IRS in order to qualify such
                        plan under Section 401(a) of the Internal Revenue Code
                        of 1986, as amended.

Item 9.           Undertakings.

                  a.       The undersigned registrant and the Plan hereby
                           undertake:

                           (1) To file, during any period in which offers or
                  sales are being made, a post-effective amendment to this
                  registration statement;

                                    (i)     To include any prospectus required
                           by Section  10(a)(3) of the Securities Act of 1933,
                           as amended;

                                    (ii) To reflect in the prospectus any facts
                           or events arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the registration
                           statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high and of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Securities and Exchange
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in volume and price represent
                           no more than 20 percent change in the maximum
                           aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                                    (iii) To include any material information
                           with respect to the plan of distribution not
                           previously disclosed in the registration statement or
                           any material change to such information in the
                           registration statement;

                  provided, however, that paragraphs (a)(1)(ii) and (a)(1)(iii)
                  shall not apply to information contained in periodic reports
                  filed by the registrant pursuant to Section 13 or Section
                  15(d) of the Securities Exchange Act of 1934, as amended, that
                  are incorporated by reference in this registration statement.



                                       3
<PAGE>


                           (2) That, for the purpose of determining any
                  liability under the Securities Act of 1933, as amended, each
                  such post-effective amendment shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

                  b. The undersigned registrant and the Plan hereby undertake
         that, for purposes of determining any liability under the Securities
         Act of 1933, as amended, each filing of the registrant's annual report
         pursuant to section 13(a) or section 15(d) of the Securities Exchange
         Act of 1934, as amended, and each filing of the Plan's annual report
         pursuant to section 15(d) of the Securities Exchange Act of 1934, as
         amended, that is incorporated by reference in this registration
         statement shall be deemed to be a new registration statement relating
         to the securities offered herein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.

                  c. Insofar as indemnification for liabilities arising under
         the Securities Act of 1933, as amended, may be permitted to directors,
         officers and controlling persons of the registrant pursuant to the
         foregoing provisions, or otherwise, the registrant has been advised
         that in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Securities
         Act of 1933, as amended, and is, therefore, unenforceable. In the event
         that a claim for indemnification against such liabilities (other than
         the payment by the registrant of expenses incurred or paid by a
         director, officer or controlling person of the registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act of 1933, as amended, and will be governed by the final
         adjudication of such issue.




                                       4
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of New Hyde Park, State of New York on this 19th
day of August, 1999.

                                      KIMCO REALTY CORPORATION



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


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
     Signature                                 Title                                 Date
     ---------                                 -----                                 ----
<S>                                            <C>                                   <C>
/s/ Martin S. Kimmel                           Director                              August 19, 1999
--------------------------------------
        Martin S. Kimmel

/s/ Milton Cooper                              Chairman of the Board of              August 19, 1999
--------------------------------------         Directors and Chief Executive
        Milton Cooper                          Officer

/s/ Michael J. Flynn                           Vice Chairman of the Board of         August 19, 1999
--------------------------------------         Directors, President and Chief
        Michael J. Flynn                       Operating Officer

/s/ Michael V. Pappagallo                      Vice President and Chief              August 19, 1999
--------------------------------------         Financial Officer
        Michael V. Pappagallo

/s/ Richard G. Dooley                          Director                              August 19, 1999
--------------------------------------
        Richard G. Dooley

/s/ Frank Lourenso                             Director                              August 19, 1999
--------------------------------------
        Frank Lourenso

/s/ Joseph Grills                              Director                              August 19, 1999
--------------------------------------
        Joseph Grills


/s/ Joseph K. Kornwasser                       Director and Senior Executive         August 19, 1999
--------------------------------------         Vice President
        Joseph K. Kornwasser

</TABLE>


                                      S-1
<PAGE>



         Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned, acting as Plan Administrator, has duly caused this Registration
Statement to be signed on the Plan's behalf in the Town of New Hyde Park, State
of New York, on August 19, 1999.

                                      KIMCO REALTY CORP. 401(K) PLAN

                                      By:  Kimco Realty Corporation
                                           Plan Administrator

                                           By:  /s/ Michael V. Pappagallo
                                                -------------------------
                                                Name:   Michael V. Pappagallo
                                                Title:  Vice President and Chief
                                                        Financial Officer


                                      S-2
<PAGE>



                              INDEX TO EXHIBITS

Exhibit No.                                               Sequential page number

*24.1            Consent of PricewaterhouseCoopers LLP

*  Filed herewith
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT", "secsgml_size_bytes": 21619}]
{"company-data": {"conformed-name": "KIMCO REALTY CORP", "cik": "0000879101", "assigned-sic": "6798", "irs-number": "132744380", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85659", "film-number": "99696799"}, "business-address": {"street1": "3333 NEW HYDE PARK RD", "street2": "PO BOX 5020", "city": "NEW HYDE PARK", "state": "NY", "zip": "11042", "phone": "5168699000"}, "mail-address": {"street1": "3333 NEW HYDE PARK ROAD", "street2": "PO BOX 5020", "city": "NEW HYDE PARKQ", "state": "NY", "zip": "11042"}}
As filed with the Securities and Exchange Commission on August 20, 1999

                                                       Registration No. 33-60050

--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                            ---------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          THE SECURITIES ACT OF 1933

                            ---------------------

                           KIMCO REALTY CORPORATION
            (Exact name of registrant as specified in its charter)

         Maryland                                                13-2744380
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

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

                          --------------------------

                        KIMCO REALTY CORP. 401(K) PLAN
                           (Full title of the plan)

                          --------------------------

                             Bruce Kauderer, Esq.
                           3333 New Hyde Park Road
                      New Hyde Park, New York 11042-0020
                   (Name and address of agent for service)

                          --------------------------

                                   Copy to:

                             Raymond Y. Lin, Esq.
                               Latham & Watkins
                               885 Third Avenue
                           New York, New York 10022

                          --------------------------

                       CALCULATION OF REGISTRATION FEE
====================================================================================================================================

Title of Each Class of                         Amount to be           Proposed Maximum        Proposed Maximum        Amount of
Securities to be Registered (1)                Registered             Offering Price          Aggregate               Registration
                                                                      Per Share (2)           Offering Price          Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share         100,000                $36.4375                $3,643,750.00           $1,012.96
------------------------------------------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Kimco Realty Corp. 401(k) Plan.

(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon the average
of the high and low price for shares of the Company's common stock, par value
$.01 per share, as reported on the New York Stock Exchange composite tape on
August 13, 1999.
PART I

Item 1.           Plan Information.

         Not required to be filed with this registration statement.

Item 2.           Registrant Information and Employee Plan Annual Information.

         Not required to be filed with this registration statement.

                                     PART II

Item 3.           Incorporation of Documents by Reference.

         The SEC allows us to "incorporate by reference" the information Kimco
Realty Corporation files with them, which means that Kimco Realty Corporation
can disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
prospectus, and information that Kimco Realty Corporation files later with the
SEC will automatically update and supersede this information. Kimco Realty
Corporation incorporates by reference the documents listed below and any future
filings Kimco Realty Corporation makes with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold:

    o    Annual Report on Form 10-K for the fiscal year ending December 31, 1998
         (File No. 1-10899);

    o    Quarterly Report on Form 10-Q for the quarters ended March 31, 1999
         (File No. 1-10899) and June 30, 1999 (File No. 1-10899);

    o    Proxy statement dated April 12, 1999 (File No. 1-10899);

    o    Current Reports on Form 8-K filed May 13, 1999 (File No. 1-10899),
         March 26, 1999 (File No. 1-10899) and January 29, 1999 (File No.
         1-10899);

    o    The description of our capital stock contained in our registration
         statements on Form S-3, dated August 31, 1998 (File No. 333-61303) and
         our registration statement on Form S-4, dated May 14, 1998 (File No.
         333-52667), including amendment dated May 15, 1998.

         Upon request, Kimco Realty Corporation will provide to you without
charge a copy of any of the documents incorporated by reference in this
prospectus, except the exhibits to those documents (unless the exhibits are
specifically incorporated by reference in the documents). You may request for
these copies from:

                             Bruce M. Kauderer, Esq.
                                 General Counsel
                             3333 New Hyde Park Road
                       New Hyde Park, New York 11042-0020
                                 (516) 869-9000

Item 4.           Description of Securities.

         Not required to be filed with this registration statement.

                                       1
Item 5.           Interests of Named Experts and Counsel.

         Certain members of Latham & Watkins and their families own beneficial
interests in less than 1% of our common stock.

Item 6.           Indemnification of Directors and Officers.

         The Maryland General Corporation Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. Kimco
Realty Corporation's charter contains such a provision, which eliminates such
liability to the maximum extent permitted by Maryland law.

         Kimco Realty Corporation's charter authorizes it, to the maximum extent
permitted by Maryland law, to obligate itself to indemnify and to pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any present or former director or officer or (b) any individual who, while a
director of Kimco Realty Corporation and at the request of Kimco Realty
Corporation, serves or has served another corporation, partnership, joint
venture, trust, employee benefit plan or any other enterprise as a director,
officer, partner or trustee of such corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. Kimco Realty Corporation's
bylaws obligate it, to the maximum extent permitted by Maryland law, to
indemnify and to pay or reimburse reasonable expenses in advance of final
disposition of a proceeding to (a) any present or former director or officer who
is made a party to the proceeding by reason of his service in that capacity or
(b) any individual who, while a director of Kimco Realty Corporation and at the
request of Kimco Realty Corporation, serves or has served another corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as a director, officer, partner or trustee of such corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise and who is made
a party to the proceeding by reason of his service in that capacity. Kimco
Realty Corporation's charter and bylaws also permit Kimco Realty Corporation to
indemnify and advance expenses to any person who served a predecessor of Kimco
Realty Corporation in any of the capacities described above and to any employee
or agent of Kimco Realty Corporation or a predecessor of Kimco Realty
Corporation.

         The MGCL requires a corporation (unless its charter provides otherwise,
which Kimco Realty Corporation's charter does not) to indemnify a director or
officer who has been successful, on the merits or otherwise, in the defense of
any proceeding to which he is made a party by reason of his service in that
capacity. The MGCL permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. However, a Maryland corporation may not
indemnify for an adverse judgment in a suit by or in the right of the
corporation. In addition, the MGCL requires Kimco Realty Corporation, as a
condition to advancing expenses to obtain (a) a written affirmation by the
director or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by Kimco Realty Corporation as authorized
by the bylaws and (b) a written statement by or on his behalf to repay the
amount paid or reimbursed by Kimco Realty Corporation if it shall ultimately be
determined that the standard of conduct was not met.

                                       2
Item 7.           Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.

           Exhibit No.                                      Description
           -----------                                      -----------

                  24.1        Consent of PricewaterhouseCoopers LLP

                              Pursuant to Item 8 of the instructions to Form
                        S-8, the undersigned registrant hereby undertakes to
                        submit the Kimco Realty Corp. 401(k) Plan and any
                        amendment thereto, to the Internal Revenue Service
                        ("IRS") in a timely manner, and has made or will make
                        all changes required by the IRS in order to qualify such
                        plan under Section 401(a) of the Internal Revenue Code
                        of 1986, as amended.

Item 9.           Undertakings.

                  a.       The undersigned registrant and the Plan hereby
                           undertake:

                           (1) To file, during any period in which offers or
                  sales are being made, a post-effective amendment to this
                  registration statement;

                                    (i)     To include any prospectus required
                           by Section  10(a)(3) of the Securities Act of 1933,
                           as amended;

                                    (ii) To reflect in the prospectus any facts
                           or events arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the registration
                           statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high and of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Securities and Exchange
                           Commission pursuant to Rule 424(b) if, in the
                           aggregate, the changes in volume and price represent
                           no more than 20 percent change in the maximum
                           aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                                    (iii) To include any material information
                           with respect to the plan of distribution not
                           previously disclosed in the registration statement or
                           any material change to such information in the
                           registration statement;

                  provided, however, that paragraphs (a)(1)(ii) and (a)(1)(iii)
                  shall not apply to information contained in periodic reports
                  filed by the registrant pursuant to Section 13 or Section
                  15(d) of the Securities Exchange Act of 1934, as amended, that
                  are incorporated by reference in this registration statement.

                                       3
(2) That, for the purpose of determining any
                  liability under the Securities Act of 1933, as amended, each
                  such post-effective amendment shall be deemed to be a new
                  registration statement relating to the securities offered
                  therein, and the offering of such securities at that time
                  shall be deemed to be the initial bona fide offering thereof.

                           (3) To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

                  b. The undersigned registrant and the Plan hereby undertake
         that, for purposes of determining any liability under the Securities
         Act of 1933, as amended, each filing of the registrant's annual report
         pursuant to section 13(a) or section 15(d) of the Securities Exchange
         Act of 1934, as amended, and each filing of the Plan's annual report
         pursuant to section 15(d) of the Securities Exchange Act of 1934, as
         amended, that is incorporated by reference in this registration
         statement shall be deemed to be a new registration statement relating
         to the securities offered herein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.

                  c. Insofar as indemnification for liabilities arising under
         the Securities Act of 1933, as amended, may be permitted to directors,
         officers and controlling persons of the registrant pursuant to the
         foregoing provisions, or otherwise, the registrant has been advised
         that in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Securities
         Act of 1933, as amended, and is, therefore, unenforceable. In the event
         that a claim for indemnification against such liabilities (other than
         the payment by the registrant of expenses incurred or paid by a
         director, officer or controlling person of the registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act of 1933, as amended, and will be governed by the final
         adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of New Hyde Park, State of New York on this 19th
day of August, 1999.

                                      KIMCO REALTY CORPORATION

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

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                 Title                                 Date
     ---------                                 -----                                 ----
/s/ Martin S. Kimmel                           Director                              August 19, 1999
--------------------------------------
        Martin S. Kimmel

/s/ Milton Cooper                              Chairman of the Board of              August 19, 1999
--------------------------------------         Directors and Chief Executive
        Milton Cooper                          Officer

/s/ Michael J. Flynn                           Vice Chairman of the Board of         August 19, 1999
--------------------------------------         Directors, President and Chief
        Michael J. Flynn                       Operating Officer

/s/ Michael V. Pappagallo                      Vice President and Chief              August 19, 1999
--------------------------------------         Financial Officer
        Michael V. Pappagallo

/s/ Richard G. Dooley                          Director                              August 19, 1999
--------------------------------------
        Richard G. Dooley

/s/ Frank Lourenso                             Director                              August 19, 1999
--------------------------------------
        Frank Lourenso

/s/ Joseph Grills                              Director                              August 19, 1999
--------------------------------------
        Joseph Grills

/s/ Joseph K. Kornwasser                       Director and Senior Executive         August 19, 1999
--------------------------------------         Vice President
        Joseph K. Kornwasser
S-1
Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned, acting as Plan Administrator, has duly caused this Registration
Statement to be signed on the Plan's behalf in the Town of New Hyde Park, State
of New York, on August 19, 1999.

                                      KIMCO REALTY CORP. 401(K) PLAN

                                      By:  Kimco Realty Corporation
                                           Plan Administrator

                                           By:  /s/ Michael V. Pappagallo
                                                -------------------------
                                                Name:   Michael V. Pappagallo
                                                Title:  Vice President and Chief
                                                        Financial Officer

                                      S-2
INDEX TO EXHIBITS

Exhibit No.                                               Sequential page number

*24.1            Consent of PricewaterhouseCoopers LLP

*  Filed herewith