content: ==============================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                           ----------------------------
  
                                      FORM 8-K
  
                          -----------------------------
  
  
                                   CURRENT REPORT
  
       PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  
  
                                  DECEMBER 1, 2005
                                  -----------------
                 Date of report (Date of earliest event reported)
  
  
  
                              ATLANTIC REALTY TRUST
              (Exact name of registrant as specified in its charter)
  
  
        MARYLAND                     0-27562                  13-3849655
  ------------------            ------------------           ------------
  (State or other jurisdiction    (Commission File          (I.R.S. Employer
     of incorporation)                 Number)             Identification Number)
  
  
                747 THIRD AVENUE, NEW YORK, NY                        10017
                ------------------------------------------------------------
                (Address of principal executive offices)        (Zip Code)
  
  
  
                REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE   212-702-8561
                -----------------------------------------------------------------
  
                -----------------------------------------------------------------
                Former name or former address, if changed since last report)
  
  
  ==============================================================================
  
  
  <PAGE>
  
  
  
  ITEM 1.01.  MATERIAL DEFINITIVE AGREEMENT
  
              On December 1, 2005, Atlantic Realty Trust (the "Trust") entered
  into an agreement and plan of merger with Kimco Realty Corporation ("Kimco"),
  the beneficial owner of approximately 37% of the shares of beneficial interest
  of the Trust, and SI 1339, Inc., a wholly owned subsidiary of Kimco. Under the
  terms of the agreement, Kimco will acquire the Trust for $82.5 million plus the
  amount of the Trust's cash on hand at closing less merger expenses and other
  liabilities. On the last business day prior to closing the Trust will declare a
  dividend in an amount necessary for the Trust to qualify as a REIT. The merger
  consideration will be paid in shares of Kimco common stock valued on the final
  full trading day immediately preceding the closing. The merger is subject to
  approval by the shareholders of the Trust and to customary closing conditions.
  
              The foregoing description of the agreement and plan of merger is
  qualified by the full text of the agreement and plan of merger which is attached
  as Exhibit 99.1 hereto and is incorporated herein by reference.
  
              The Trust and Kimco issued a joint press release announcing the
  transaction. A copy of the joint press release is attached as Exhibit 99.2
  hereto and is incorporated herein by reference.
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
  
  (a) Not applicable.
  
  (b) Not applicable.
  
  (c) Not applicable.
  
  (d) Exhibits
  
              The following are filed as Exhibits to this Report.
  
              99.1 Agreement and Plan of Merger dated December 1, 2005 by and
  between Kimco Realty Corporation, Atlantic Realty Trust and SI 1339, Inc.
  
              99.2  Joint Press Release dated December 1, 2005.
  
  
  <PAGE>
  
                                      SIGNATURE
  
              Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  Dated:  December 1, 2005
  
                                      ATLANTIC REALTY TRUST
  
  
                                      By:  /S/ EDWIN FRANKEL
                                           --------------------------------
                                           Name: Edwin Frankel
                                           Title: Chief Financial Officer
                                                  Executive Vice President
  
  <PAGE>
  
  
  
  
                                    EXHIBIT LIST
  
              99.1  Agreement and Plan of Merger dated December 1, 2005 by and
  between Kimco Realty Corporation, Atlantic Realty Trust and SI 1339, Inc.
  
              99.2  Joint Press Release dated December 1, 2005.
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e8042439v2.txt", "secsgml_size_bytes": 4381}]
metadata_filer: {"company-data": {"conformed-name": "ATLANTIC REALTY TRUST", "cik": "0000948975", "assigned-sic": "6798", "irs-number": "133849655", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27198", "film-number": "051238626"}, "business-address": {"street1": "747 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017", "phone": "2123551255"}, "mail-address": {"street1": "747 THIRD AVE", "city": "NEW YORK", "state": "NY", "zip": "10017"}}
text: ==============================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                           ----------------------------
  
                                      FORM 8-K
  
                          -----------------------------
  
                                   CURRENT REPORT
  
       PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
  
                                  DECEMBER 1, 2005
                                  -----------------
                 Date of report (Date of earliest event reported)
  
                              ATLANTIC REALTY TRUST
              (Exact name of registrant as specified in its charter)
  
        MARYLAND                     0-27562                  13-3849655
  ------------------            ------------------           ------------
  (State or other jurisdiction    (Commission File          (I.R.S. Employer
     of incorporation)                 Number)             Identification Number)
  
                747 THIRD AVENUE, NEW YORK, NY                        10017
                ------------------------------------------------------------
                (Address of principal executive offices)        (Zip Code)
  
                REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE   212-702-8561
                -----------------------------------------------------------------
  
                -----------------------------------------------------------------
                Former name or former address, if changed since last report)
  
  ==============================================================================
  ITEM 1.01.  MATERIAL DEFINITIVE AGREEMENT
  
              On December 1, 2005, Atlantic Realty Trust (the "Trust") entered
  into an agreement and plan of merger with Kimco Realty Corporation ("Kimco"),
  the beneficial owner of approximately 37% of the shares of beneficial interest
  of the Trust, and SI 1339, Inc., a wholly owned subsidiary of Kimco. Under the
  terms of the agreement, Kimco will acquire the Trust for $82.5 million plus the
  amount of the Trust's cash on hand at closing less merger expenses and other
  liabilities. On the last business day prior to closing the Trust will declare a
  dividend in an amount necessary for the Trust to qualify as a REIT. The merger
  consideration will be paid in shares of Kimco common stock valued on the final
  full trading day immediately preceding the closing. The merger is subject to
  approval by the shareholders of the Trust and to customary closing conditions.
  
              The foregoing description of the agreement and plan of merger is
  qualified by the full text of the agreement and plan of merger which is attached
  as Exhibit 99.1 hereto and is incorporated herein by reference.
  
              The Trust and Kimco issued a joint press release announcing the
  transaction. A copy of the joint press release is attached as Exhibit 99.2
  hereto and is incorporated herein by reference.
  
  ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS
  
  (a) Not applicable.
  
  (b) Not applicable.
  
  (c) Not applicable.
  
  (d) Exhibits
  
              The following are filed as Exhibits to this Report.
  
              99.1 Agreement and Plan of Merger dated December 1, 2005 by and
  between Kimco Realty Corporation, Atlantic Realty Trust and SI 1339, Inc.
  
              99.2  Joint Press Release dated December 1, 2005.
  SIGNATURE
  
              Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  Dated:  December 1, 2005
  
                                      ATLANTIC REALTY TRUST
  
                                      By:  /S/ EDWIN FRANKEL
                                           --------------------------------
                                           Name: Edwin Frankel
                                           Title: Chief Financial Officer
                                                  Executive Vice President
  EXHIBIT LIST
  
              99.1  Agreement and Plan of Merger dated December 1, 2005 by and
  between Kimco Realty Corporation, Atlantic Realty Trust and SI 1339, Inc.
  
              99.2  Joint Press Release dated December 1, 2005.