<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1998
 
                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       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)
                            ------------------------
 
<TABLE>
<S>                                                       <C>
                        MARYLAND                                                 13-2744380
            (STATE OR OTHER JURISDICTION OF                                   (I.R.S. EMPLOYER
             INCORPORATION OR ORGANIZATION)                                 IDENTIFICATION NO.)
 
                3333 NEW HYDE PARK ROAD                                            11042
                NEW HYDE PARK, NEW YORK                                          (ZIP CODE)
                 (ADDRESS OF PRINCIPAL
                   EXECUTIVE OFFICES)
</TABLE>
 
                            ------------------------
 
           1998 EQUITY PARTICIPATION PLAN OF KIMCO REALTY CORPORATION
                            (FULL TITLE OF THE PLAN)
                            ------------------------
 
<TABLE>
<S>                                                       <C>
                                                                                  Copy to:
                  BRUCE KAUDERER, ESQ.                                      RAYMOND Y. LIN, ESQ.
                    GENERAL COUNSEL                                           LATHAM & WATKINS
                3333 NEW HYDE PARK ROAD                                       885 THIRD AVENUE
             NEW HYDE PARK, NEW YORK 11042                                       SUITE 1000
                     (516) 869-9000                                       NEW YORK, NEW YORK 10022
                                                                               (212) 906-1200
</TABLE>
 
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
                                                   PROPOSED
                           AMOUNT OF SHARES    MAXIMUM OFFERING         PROPOSED
  TITLE OF SECURITIES            TO BE             PRICE PER       MAXIMUM AGGREGATE        AMOUNT OF
    TO BE REGISTERED         REGISTERED(1)         SHARE(2)        OFFERING PRICE(2)    REGISTRATION FEE
<S>                        <C>                 <C>                 <C>                  <C>
Common Stock
$.01 par value..........       3,000,000           $35.5625           $106,687,500           $31,473
</TABLE>
 
(1) Represents the maximum number of Shares that may be acquired under the 1998
    Equity Participation Plan of Kimco Realty Corporation.
 
(2) Estimated solely for the purpose of determining the amount of the
    registration fee in accordance with Rules 457(h) and 457(c) under the
    Securities Act of 1933, as amended ('Securities Act'), based on the average
    of the high and low sales prices per share of the Registrant's Common Stock
    as reported on the New York Stock Exchange on August 6, 1998.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                     PART I
 
ITEM 1. PLAN INFORMATION
 
     Not required to be filed with this Registration Statement.
 
ITEM 2. REGISTRATION 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 following documents filed with the Securities and Exchange Commission
by Kimco Realty Corporation, a Maryland corporation (the 'Company'), are
incorporated as of their respective dates in this Registration Statement by
reference:
 
          A. The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1997.
 
          B. All other reports filed by the Company pursuant to Sections 13(a)
     and 15(d) of the Securities Exchange Act of 1934, as amended (the 'Exchange
     Act'), since December 31, 1997.
 
          C. Description of the Company's Common Stock contained in the
     Company's Registration Statement on Form S-3 (File No. 333-37285) of the
     Registrant.
 
     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of 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 are incorporated by reference in this
Registration Statement and are a part hereof from the date of filing such
documents.
 
     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
     Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     Certain partners of Latham & Watkins and members of their families own less
than 1% of the Company's Common Stock.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     The Maryland General Corporation Law ('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. The
Company's Charter contains such a provision which limits such liability to the
maximum extent permitted by Maryland law.
 
     The Company's Charter authorizes the Company, 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 the Company and at the request of the Company, serves or has served
another corporation, partnership, joint venture,
 
                                       2
<PAGE>
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 from and against any claim or
liability to which such person may become subject or which such person may incur
by reason of his or her status as a present or former director or officer of the
Company. The Company's Bylaws obligate the Company, 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 or her service in that capacity or (b) any individual who, while a director
of the Company and at the request of the Company, 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 or her service in that
capacity. The Company's Charter and the Company's Bylaws also permit the Company
to indemnify and advance expenses to any person who served a predecessor of the
Company in any of the capacities described above and to any employee or agent of
the Company or a predecessor of the Company.
 
     The MGCL requires a corporation (unless its charter provides otherwise,
which the Company'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 or she is made a party by reason of his or her 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 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 causes to
believe that the act or omission was unlawful. However, a Maryland corporation
may not indemnify a present or former director or office for an adverse judgment
in a suit by or in the right of the corporation. In addition, the MGCL requires
the Company, as a condition to advancing expenses, to obtain (a) a written
affirmation by the director or officer of his or her good faith belief that he
or she has met the standard of conduct necessary for indemnification by the
Company as authorized by the Bylaws and (b) a written statement by or on his or
her behalf to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the standard of conduct was not met.
 
     In addition, the Company has entered or will enter into an indemnification
agreement ('Indemnification Agreement') with each of its directors. The
Indemnification Agreement provides for the prompt indemnification and
advancement of expenses, including attorneys' fees and other costs, to the
fullest extent permitted by law of a director against expenses and obligations
paid or incurred in connection with investigating, defending, being a witness or
participating in (including on appeal) any threatened, pending or completed
action, suit or proceeding related to the fact that such director is or was a
director, officer, partner, employee, agent, or fiduciary of the Company or is
or was serving at the request of the Company as a director, officer, partner,
employee, trustee, agent or fiduciary of another corporation, partnership, joint
venture, employee benefit plan trust or other enterprise, or by reason of
anything done or not done by a director in any such capacity.
 
     The Indemnification Agreement also provides (i) that a director is
automatically entitled to indemnification for expenses to the extent the
director is successful in defending any indemnification claim whether on the
merits or otherwise, (ii) that the Company has the burden of proving that a
director is not entitled to indemnification in any particular case and that
certain presumptions that may otherwise be drawn against a director seeking
indemnification in connection with the termination of actions or proceedings are
negated, except that the termination of an action or proceeding by conviction or
a plea of nolo contendere (or its equivalent) creates a presumption that the
director is not entailed to indemnification, (iii) a mechanism through which a
director may seek court relief in the event that the Company's Board of
Directors (or other person or body appointed by the Company's Board) determines
that the director would not be permitted to be indemnified under applicable law
(and therefore is not entitled to indemnification under the Indemnification
Agreement), (iv) that a director is entitled to indemnification against all
expenses (including attorneys' fees) incurred in seeking to collect an
indemnification claim or advancement of expenses from the Company or incurred in
seeking to recover under a directors' and officers' liability policy, (v) that
after there has been a change in control in the Company, all of the
 
                                       3
<PAGE>
Company's determinations regarding a right to indemnification, and the right to
advancement of expenses, shall be made by independent legal counsel, and (vi)
that prior to a change in control of the Company, a director shall not be
entitled to indemnification pursuant to the Indemnification Agreement in
connection with an action, suit or proceeding initiated by the director against
the Company, or its directors or officers unless the Company joins in or
consents to the action, suit or proceeding, except as provided in Section 3 of
the Indemnification Agreement.
 
     Directors' rights under the Indemnification Agreement are not exclusive of
any other rights they may have under Maryland law, directors' or officers'
liability insurance, the Company's Bylaws or otherwise. However, the
Indemnification Agreement does prevent double payment.
 
     The Indemnification Agreement, although not requiring the maintenance of
directors' and officers' liability insurance, does require that the directors be
provided with maximum coverage reasonably economically available if there is
such a policy. Finally, the Indemnification Agreement provides that, if the
Company pays a director pursuant to the Indemnification Agreement, the Company
will be subrogated to the director's rights to recover from third parties.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not applicable.
 
ITEM 8. EXHIBITS
 
<TABLE>
<CAPTION>
<S>          <C>   <C>
   *5.1       --   Opinion of Ballard Spahr Andrews & Ingersoll, LLP
  *23.1       --   Consent of PricewaterhouseCoopers LLP
   23.2       --   Consent of Ballard Spahr Andrews & Ingersoll, LLP (Included in Exhibit 5.1)
   24         --   Power of Attorney (Included on signature page)
</TABLE>
 
------------------
*Filed herewith
 
ITEM 9. UNDERTAKINGS
 
     (a) The undersigned Registrant hereby undertakes:
 
          (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 (the 'Securities Act');
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of this 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;
 
             (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)(i) and (a)(1)(ii) shall not
     apply to information contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this Registration Statement.
 
          (2) That, for the purpose of determining any liability under the Act,
     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 that remain unsold at the
     termination of the offering.
 
                                       4
<PAGE>
     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement 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.
 
     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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
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 and will be governed by the final
adjudication of such issue.
 
                                       5

<PAGE>
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 12TH DAY OF
AUGUST, 1998.
 
                                          KIMCO REALTY CORPORATION
 
                                          BY: _________/S/ MILTON COOPER________
                                                       Milton Cooper
                                             Chairman of the Board of Directors
                                                and Chief Executive Officer
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on
the signature page to this Registration Statement, hereby constitutes and
appoints Milton Cooper and Michael V. Pappagallo, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same (including post-effective amendments) with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done with respect to this Registration Statement
or any amendments or supplements hereto in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
 
<TABLE>
<CAPTION>
                SIGNATURE                                       TITLE                          DATE SIGNED
------------------------------------------  ----------------------------------------------   ----------------
 
<S>                                         <C>                                              <C>
           /s/ MARTIN S. KIMMEL             Director                                          August 12, 1998
------------------------------------------
             Martin S. Kimmel
 
            /s/ MILTON COOPER               Chairman of the Board of Directors and Chief      August 12, 1998
------------------------------------------  Executive Officer
              Milton Cooper
 
           /s/ MICHAEL J. FLYNN             Vice Chairman of the Board of Directors and       August 12, 1998
------------------------------------------  President and Chief Operating Officer
             Michael J. Flynn
 
            /s/ FRANK LOURENSO              Director                                          August 12, 1998
------------------------------------------
              Frank Lourenso
 
            /s/ JOSEPH GRILLS               Director                                          August 12, 1998
------------------------------------------
              Joseph Grills
 
          /s/ RICHARD G. DOOLEY             Director                                          August 12, 1998
------------------------------------------
            Richard G. Dooley
 
         /s/ JOSEPH K. KORNWASSER           Director and Senior Executive Vice President      August 12, 1998
------------------------------------------
           Joseph K. Kornwasser
 
        /s/ MICHAEL V. PAPPAGALLO           Vice President and Chief Financial Officer        August 12, 1998
------------------------------------------
          Michael V. Pappagallo
</TABLE>
 
                                       6
<PAGE>
                                 EXHIBIT INDEX
 
<TABLE>
<S>      <C>   <C>                                                                                              <C>
  *5.1    --   Opinion of Ballard Spahr Andrews & Ingersoll, LLP
 *23.1    --   Consent of PricewaterhouseCoopers LLP
  23.2    --   Consent of Ballard Spahr Andrews & Ingersoll, LLP (Included in Exhibit 5.1)
  24.1    --   Power of Attorney (Included on signature page)
</TABLE>
 
------------------
* Filed herewith
 
                                       7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23144}]
{"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": "333-61323", "film-number": "98684585"}, "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 13, 1998
 
                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       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                                            11042
                NEW HYDE PARK, NEW YORK                                          (ZIP CODE)
                 (ADDRESS OF PRINCIPAL
                   EXECUTIVE OFFICES)
------------------------
 
           1998 EQUITY PARTICIPATION PLAN OF KIMCO REALTY CORPORATION
                            (FULL TITLE OF THE PLAN)
                            ------------------------
Copy to:
                  BRUCE KAUDERER, ESQ.                                      RAYMOND Y. LIN, ESQ.
                    GENERAL COUNSEL                                           LATHAM & WATKINS
                3333 NEW HYDE PARK ROAD                                       885 THIRD AVENUE
             NEW HYDE PARK, NEW YORK 11042                                       SUITE 1000
                     (516) 869-9000                                       NEW YORK, NEW YORK 10022
                                                                               (212) 906-1200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
PROPOSED
                           AMOUNT OF SHARES    MAXIMUM OFFERING         PROPOSED
  TITLE OF SECURITIES            TO BE             PRICE PER       MAXIMUM AGGREGATE        AMOUNT OF
    TO BE REGISTERED         REGISTERED(1)         SHARE(2)        OFFERING PRICE(2)    REGISTRATION FEE
Common Stock
$.01 par value..........       3,000,000           $35.5625           $106,687,500           $31,473
(1) Represents the maximum number of Shares that may be acquired under the 1998
    Equity Participation Plan of Kimco Realty Corporation.
 
(2) Estimated solely for the purpose of determining the amount of the
    registration fee in accordance with Rules 457(h) and 457(c) under the
    Securities Act of 1933, as amended ('Securities Act'), based on the average
    of the high and low sales prices per share of the Registrant's Common Stock
    as reported on the New York Stock Exchange on August 6, 1998.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART I
 
ITEM 1. PLAN INFORMATION
 
     Not required to be filed with this Registration Statement.
 
ITEM 2. REGISTRATION 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 following documents filed with the Securities and Exchange Commission
by Kimco Realty Corporation, a Maryland corporation (the 'Company'), are
incorporated as of their respective dates in this Registration Statement by
reference:
 
          A. The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1997.
 
          B. All other reports filed by the Company pursuant to Sections 13(a)
     and 15(d) of the Securities Exchange Act of 1934, as amended (the 'Exchange
     Act'), since December 31, 1997.
 
          C. Description of the Company's Common Stock contained in the
     Company's Registration Statement on Form S-3 (File No. 333-37285) of the
     Registrant.
 
     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of 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 are incorporated by reference in this
Registration Statement and are a part hereof from the date of filing such
documents.
 
     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
     Not applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     Certain partners of Latham & Watkins and members of their families own less
than 1% of the Company's Common Stock.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     The Maryland General Corporation Law ('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. The
Company's Charter contains such a provision which limits such liability to the
maximum extent permitted by Maryland law.
 
     The Company's Charter authorizes the Company, 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 the Company and at the request of the Company, serves or has served
another corporation, partnership, joint venture,
 
                                       2
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 from and against any claim or
liability to which such person may become subject or which such person may incur
by reason of his or her status as a present or former director or officer of the
Company. The Company's Bylaws obligate the Company, 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 or her service in that capacity or (b) any individual who, while a director
of the Company and at the request of the Company, 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 or her service in that
capacity. The Company's Charter and the Company's Bylaws also permit the Company
to indemnify and advance expenses to any person who served a predecessor of the
Company in any of the capacities described above and to any employee or agent of
the Company or a predecessor of the Company.
 
     The MGCL requires a corporation (unless its charter provides otherwise,
which the Company'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 or she is made a party by reason of his or her 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 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 causes to
believe that the act or omission was unlawful. However, a Maryland corporation
may not indemnify a present or former director or office for an adverse judgment
in a suit by or in the right of the corporation. In addition, the MGCL requires
the Company, as a condition to advancing expenses, to obtain (a) a written
affirmation by the director or officer of his or her good faith belief that he
or she has met the standard of conduct necessary for indemnification by the
Company as authorized by the Bylaws and (b) a written statement by or on his or
her behalf to repay the amount paid or reimbursed by the Company if it shall
ultimately be determined that the standard of conduct was not met.
 
     In addition, the Company has entered or will enter into an indemnification
agreement ('Indemnification Agreement') with each of its directors. The
Indemnification Agreement provides for the prompt indemnification and
advancement of expenses, including attorneys' fees and other costs, to the
fullest extent permitted by law of a director against expenses and obligations
paid or incurred in connection with investigating, defending, being a witness or
participating in (including on appeal) any threatened, pending or completed
action, suit or proceeding related to the fact that such director is or was a
director, officer, partner, employee, agent, or fiduciary of the Company or is
or was serving at the request of the Company as a director, officer, partner,
employee, trustee, agent or fiduciary of another corporation, partnership, joint
venture, employee benefit plan trust or other enterprise, or by reason of
anything done or not done by a director in any such capacity.
 
     The Indemnification Agreement also provides (i) that a director is
automatically entitled to indemnification for expenses to the extent the
director is successful in defending any indemnification claim whether on the
merits or otherwise, (ii) that the Company has the burden of proving that a
director is not entitled to indemnification in any particular case and that
certain presumptions that may otherwise be drawn against a director seeking
indemnification in connection with the termination of actions or proceedings are
negated, except that the termination of an action or proceeding by conviction or
a plea of nolo contendere (or its equivalent) creates a presumption that the
director is not entailed to indemnification, (iii) a mechanism through which a
director may seek court relief in the event that the Company's Board of
Directors (or other person or body appointed by the Company's Board) determines
that the director would not be permitted to be indemnified under applicable law
(and therefore is not entitled to indemnification under the Indemnification
Agreement), (iv) that a director is entitled to indemnification against all
expenses (including attorneys' fees) incurred in seeking to collect an
indemnification claim or advancement of expenses from the Company or incurred in
seeking to recover under a directors' and officers' liability policy, (v) that
after there has been a change in control in the Company, all of the
 
                                       3
Company's determinations regarding a right to indemnification, and the right to
advancement of expenses, shall be made by independent legal counsel, and (vi)
that prior to a change in control of the Company, a director shall not be
entitled to indemnification pursuant to the Indemnification Agreement in
connection with an action, suit or proceeding initiated by the director against
the Company, or its directors or officers unless the Company joins in or
consents to the action, suit or proceeding, except as provided in Section 3 of
the Indemnification Agreement.
 
     Directors' rights under the Indemnification Agreement are not exclusive of
any other rights they may have under Maryland law, directors' or officers'
liability insurance, the Company's Bylaws or otherwise. However, the
Indemnification Agreement does prevent double payment.
 
     The Indemnification Agreement, although not requiring the maintenance of
directors' and officers' liability insurance, does require that the directors be
provided with maximum coverage reasonably economically available if there is
such a policy. Finally, the Indemnification Agreement provides that, if the
Company pays a director pursuant to the Indemnification Agreement, the Company
will be subrogated to the director's rights to recover from third parties.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not applicable.
 
ITEM 8. EXHIBITS
*5.1       --   Opinion of Ballard Spahr Andrews & Ingersoll, LLP
  *23.1       --   Consent of PricewaterhouseCoopers LLP
   23.2       --   Consent of Ballard Spahr Andrews & Ingersoll, LLP (Included in Exhibit 5.1)
   24         --   Power of Attorney (Included on signature page)
------------------
*Filed herewith
 
ITEM 9. UNDERTAKINGS
 
     (a) The undersigned Registrant hereby undertakes:
 
          (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 (the 'Securities Act');
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of this 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;
 
             (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)(i) and (a)(1)(ii) shall not
     apply to information contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this Registration Statement.
 
          (2) That, for the purpose of determining any liability under the Act,
     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 that remain unsold at the
     termination of the offering.
 
                                       4
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration statement 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.
 
     (c) Insofar as indemnification for liabilities arising under the Securities
Act 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
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 and will be governed by the final
adjudication of such issue.
 
                                       5
SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 12TH DAY OF
AUGUST, 1998.
 
                                          KIMCO REALTY CORPORATION
 
                                          BY: _________/S/ MILTON COOPER________
                                                       Milton Cooper
                                             Chairman of the Board of Directors
                                                and Chief Executive Officer
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on
the signature page to this Registration Statement, hereby constitutes and
appoints Milton Cooper and Michael V. Pappagallo, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same (including post-effective amendments) with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and grants unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done with respect to this Registration Statement
or any amendments or supplements hereto in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE                                       TITLE                          DATE SIGNED
------------------------------------------  ----------------------------------------------   ----------------
/s/ MARTIN S. KIMMEL             Director                                          August 12, 1998
------------------------------------------
             Martin S. Kimmel
 
            /s/ MILTON COOPER               Chairman of the Board of Directors and Chief      August 12, 1998
------------------------------------------  Executive Officer
              Milton Cooper
 
           /s/ MICHAEL J. FLYNN             Vice Chairman of the Board of Directors and       August 12, 1998
------------------------------------------  President and Chief Operating Officer
             Michael J. Flynn
 
            /s/ FRANK LOURENSO              Director                                          August 12, 1998
------------------------------------------
              Frank Lourenso
 
            /s/ JOSEPH GRILLS               Director                                          August 12, 1998
------------------------------------------
              Joseph Grills
 
          /s/ RICHARD G. DOOLEY             Director                                          August 12, 1998
------------------------------------------
            Richard G. Dooley
 
         /s/ JOSEPH K. KORNWASSER           Director and Senior Executive Vice President      August 12, 1998
------------------------------------------
           Joseph K. Kornwasser
 
        /s/ MICHAEL V. PAPPAGALLO           Vice President and Chief Financial Officer        August 12, 1998
------------------------------------------
          Michael V. Pappagallo
6
EXHIBIT INDEX
*5.1    --   Opinion of Ballard Spahr Andrews & Ingersoll, LLP
 *23.1    --   Consent of PricewaterhouseCoopers LLP
  23.2    --   Consent of Ballard Spahr Andrews & Ingersoll, LLP (Included in Exhibit 5.1)
  24.1    --   Power of Attorney (Included on signature page)
------------------
* Filed herewith
 
                                       7