<PAGE>


         As filed with the Securities and Exchange Commission on June 8, 2001

                                                 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

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

                      Amount of Shares         Proposed                  Proposed
Title of securities   to be registered     maximum offering           maximum aggregate          Amount of
  to be registered          (l)           price per share (2)         offering price (2)      registration Fee
--------------------------------------------------------------------------------------------------------------
<S>                   <C>                 <C>                        <C>                     <C>
    Common stock          3,000,000           $42.89                    $128,670,000.00          $32,167.50
   $.01 par value
==============================================================================================================
</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, based on the average of the high and low
    sales prices per share of our common stock as reported on the New York Stock
    Exchange on June 1, 2001.

================================================================================

<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

         Kimco Realty Corporation, a Maryland corporation, incorporates in this
registration statement by reference the following documents, as of their
respective dates, filed with the Securities and Exchange Commission:

              A. Our annual report on Form 10-K for the fiscal year ended
         December 31, 2000, filed on March 16, 2001.

              B. Our quarterly report on Form 10-Q for the quarterly period
         ended March 31, 2001, filed on May 10, 2001.

              C. Our definitive proxy statement on Schedule 14A, filed on April
         5, 2001.

              D. Description of our common stock contained in our Registration
         Statement on Form S-3 (File No. 333-59970), filed on May 1, 2001.

        We incorporate by reference in this registration statement all documents
filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 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, and those documents 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 our 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.
Kimco's charter contains such a provision which limits such liability to the
maximum extent permitted by Maryland law.

                                       2
<PAGE>

        Kimco's charter authorizes Kimco, 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
and at the request of Kimco, 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 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 Kimco. Kimco's bylaws obligate Kimco, 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 Kimco and at the request of Kimco, 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.
Kimco's charter and bylaws also permit Kimco to indemnify and advance expenses
to any person who served a predecessor of Kimco in any of the capacities
described above and to any employee or agent of Kimco or a predecessor of Kimco.

        The MGCL requires a corporation (unless its charter provides otherwise,
which Kimco'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. A Maryland corporation may not,
however, 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 Kimco, 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 Kimco 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 Kimco if it shall ultimately be
determined that the standard of conduct was not met.

        In addition, Kimco has entered or will enter into an 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 Kimco or is or was serving at the request of Kimco 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 Kimco 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 Kimco's board of directors (or
other person or body appointed by Kimco's board) determines that the director


                                       3
<PAGE>

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 Kimco or incurred in seeking to recover under a
directors' and officers' liability policy, (v) that after there has been a
change in control in Kimco, all of Kimco'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 Kimco,
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 Kimco, or its directors or officers unless
Kimco 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, Kimco's bylaws or otherwise. The indemnification agreement
does, however, 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 Kimco
pays a director pursuant to the indemnification agreement, Kimco 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;

                 (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 Securities
         Exchange Act of 1934 that are incorporated by reference in this
         registration statement.

                                       4
<PAGE>

(2)     That, for the purpose of determining any liability under the Securities
        Act of 1933, 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.

             (b) The undersigned registrant hereby undertakes that, for purposes
        of determining any liability under the Securities Act of 1933, each
        filing of the registrant's annual report pursuant to section 13(a) or
        15(d) of the Securities Exchange Act of 1934 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

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 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 7th day of
June, 2001.

                              KIMCO REALTY CORPORATION


                              BY:           /S/ MILTON COOPER
                                   ---------------------------------------------
                                                 Milton Cooper
                                      Chairman of the Board of Directors
                                          and Chief Executive Officer




                                       6
<PAGE>



                                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                                      June 7, 2001
-------------------------------
       Martin S. Kimmel

       /S/ MILTON COOPER           Chairman of the Board of Directors and        June 7, 2001
-------------------------------    Chief Executive Officer
         Milton Cooper

     /S/ MICHAEL J. FLYNN          Vice Chairman of the Board of Directors,      June 7, 2001
-------------------------------    President and Chief Operating Officer
       Michael J. Flynn

      /S/ DAVID B. HENRY           Vice Chairman of the Board of Directors       June 7, 2001
-------------------------------    and Chief Investment Officer
        David B. Henry

   /S/ MICHAEL V. PAPPAGALLO       Vice President and Chief Financial            June 7, 2001
-------------------------------    Officer
     Michael V. Pappagallo

     /S/ RICHARD G. DOOLEY         Director                                      June 7, 2001
-------------------------------
       Richard G. Dooley

      /S/ FRANK LOURENSO           Director                                      June 7, 2001
-------------------------------
        Frank Lourenso

       /S/ JOE GRILLS              Director                                      June 7, 2001
-------------------------------
         Joe Grills
</TABLE>


                                       7
<PAGE>

                                  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      - Power of Attorney (Included on signature page)
--------------------
* Filed herewith




                                       8
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{"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": "333-62626", "film-number": "1657167"}, "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 June 8, 2001

                                                 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
==============================================================================================================

                      Amount of Shares         Proposed                  Proposed
Title of securities   to be registered     maximum offering           maximum aggregate          Amount of
  to be registered          (l)           price per share (2)         offering price (2)      registration Fee
--------------------------------------------------------------------------------------------------------------
Common stock          3,000,000           $42.89                    $128,670,000.00          $32,167.50
   $.01 par value
==============================================================================================================
--------------------------------------------------------------------------------
(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, based on the average of the high and low
    sales prices per share of our common stock as reported on the New York Stock
    Exchange on June 1, 2001.

================================================================================
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

         Kimco Realty Corporation, a Maryland corporation, incorporates in this
registration statement by reference the following documents, as of their
respective dates, filed with the Securities and Exchange Commission:

              A. Our annual report on Form 10-K for the fiscal year ended
         December 31, 2000, filed on March 16, 2001.

              B. Our quarterly report on Form 10-Q for the quarterly period
         ended March 31, 2001, filed on May 10, 2001.

              C. Our definitive proxy statement on Schedule 14A, filed on April
         5, 2001.

              D. Description of our common stock contained in our Registration
         Statement on Form S-3 (File No. 333-59970), filed on May 1, 2001.

        We incorporate by reference in this registration statement all documents
filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 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, and those documents 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 our 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.
Kimco's charter contains such a provision which limits such liability to the
maximum extent permitted by Maryland law.

                                       2
Kimco's charter authorizes Kimco, 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
and at the request of Kimco, 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 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 Kimco. Kimco's bylaws obligate Kimco, 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 Kimco and at the request of Kimco, 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.
Kimco's charter and bylaws also permit Kimco to indemnify and advance expenses
to any person who served a predecessor of Kimco in any of the capacities
described above and to any employee or agent of Kimco or a predecessor of Kimco.

        The MGCL requires a corporation (unless its charter provides otherwise,
which Kimco'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. A Maryland corporation may not,
however, 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 Kimco, 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 Kimco 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 Kimco if it shall ultimately be
determined that the standard of conduct was not met.

        In addition, Kimco has entered or will enter into an 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 Kimco or is or was serving at the request of Kimco 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 Kimco 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 Kimco's board of directors (or
other person or body appointed by Kimco's board) determines that the director

                                       3
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 Kimco or incurred in seeking to recover under a
directors' and officers' liability policy, (v) that after there has been a
change in control in Kimco, all of Kimco'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 Kimco,
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 Kimco, or its directors or officers unless
Kimco 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, Kimco's bylaws or otherwise. The indemnification agreement
does, however, 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 Kimco
pays a director pursuant to the indemnification agreement, Kimco 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;

                 (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 Securities
         Exchange Act of 1934 that are incorporated by reference in this
         registration statement.

                                       4
(2)     That, for the purpose of determining any liability under the Securities
        Act of 1933, 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.

             (b) The undersigned registrant hereby undertakes that, for purposes
        of determining any liability under the Securities Act of 1933, each
        filing of the registrant's annual report pursuant to section 13(a) or
        15(d) of the Securities Exchange Act of 1934 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

        Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 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 7th day of
June, 2001.

                              KIMCO REALTY CORPORATION

                              BY:           /S/ MILTON COOPER
                                   ---------------------------------------------
                                                 Milton Cooper
                                      Chairman of the Board of Directors
                                          and Chief Executive Officer

                                       6
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                                      June 7, 2001
-------------------------------
       Martin S. Kimmel

       /S/ MILTON COOPER           Chairman of the Board of Directors and        June 7, 2001
-------------------------------    Chief Executive Officer
         Milton Cooper

     /S/ MICHAEL J. FLYNN          Vice Chairman of the Board of Directors,      June 7, 2001
-------------------------------    President and Chief Operating Officer
       Michael J. Flynn

      /S/ DAVID B. HENRY           Vice Chairman of the Board of Directors       June 7, 2001
-------------------------------    and Chief Investment Officer
        David B. Henry

   /S/ MICHAEL V. PAPPAGALLO       Vice President and Chief Financial            June 7, 2001
-------------------------------    Officer
     Michael V. Pappagallo

     /S/ RICHARD G. DOOLEY         Director                                      June 7, 2001
-------------------------------
       Richard G. Dooley

      /S/ FRANK LOURENSO           Director                                      June 7, 2001
-------------------------------
        Frank Lourenso

       /S/ JOE GRILLS              Director                                      June 7, 2001
-------------------------------
         Joe Grills
7
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      - Power of Attorney (Included on signature page)
--------------------
* Filed herewith

                                       8