Form: S-3

Registration statement under Securities Act of 1933

May 30, 1996

FORM OF COMMON STOCK CERTIFICATE

Published on May 30, 1996





Exhibit 1.H





NUMBER SHARES

KR _______ _______

COMMON COMMON


THIS CERTIFICATE IS CUSIP 49446R 10 9
TRANSFERABLE IN INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
BOSTON, MA OR NEW YORK, NY KIMCO REALTY CORPORATION


This Certifies that SEE REVERSE FOR
CERTAIN DEFINITIONS




is the owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 EACH OF THE COMMON STOCK OF



Kimco Realty Corporation, transferable on the books of the Corporation by the
holder in person or by duly authorized attorney on surrender of this
certificate properly endorsed. This certificate and the shares represented
hereby are issued and shall be subject to all the provisions of the
Certificate of Incorporation and Amendments thereto of the Corporation (copies
of which are on file with the Transfer Agent), to which provisions the holder by
acceptance hereof assents. This certificates is not valid until countersigned
by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

STATE OF INCORPORATION HAS BEEN CHANGED TO MARYLAND


KIMCO REALTY CORPORATION
CORPORATE Dated:
SEAL 1973
DELAWARE /s/ Robert Schulman /s/ illegible
SECRETARY PRESIDENT



(Copyright) SECURITY-COLUMBIAN UNITED STATES BANKNOTE COMPANY
AMERICAN BANK NOTE COMPANY


KIMCO REALTY CORPORATION


The shares of Common Stock represented by this certificate are
subject to restrictions on transfer for the purpose of the corporation's
maintenance of its status as a Real Estate Investment Trust under the
Internal Revenue Code of 1986, as amended. No person may Beneficially
Own shares of Common Stock in excess of 2.0% (or such greater percentage
as may be determined by the Board of Directors of the corporation) of
the outstanding Common Equity Stock of the corporation (unless such
Person is an Existing Holder) and no Person may Constructively Own
shares of Common Stock in excess of 9.8% of the outstanding Common
Equity Stock of the corporation. Any Person who attempts to
Beneficially Own or Constructively Own shares of Common Stock in excess
of the above limitations must immediately notify the corporation. All
capitalized terms in this legend have the meanings defined in the
corporation's certificate of incorporation, a copy of which, including
the restrictions on transfer, will be sent without charge to each
stockholder who so requests. If the restrictions on transfer are
violated, the shares of Common Stock represented hereby may be
automatically exchanged for shares of Excess Stock which will be held in
trust by the corporation.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK
OR SERIES THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS. ANY SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE
CORPORATION.

The following abbreviations, when used in the inscription on the
face of this certificate, shall be construed as though they were written
out in full according to applicable laws or regulations:




TEN COM -as tenants in common UNIF GIFT MIN ACT- .......Custodian.......
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants
in common.
Act............................
(State)



Additional abbreviations may also be used though not in the above list.

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.



For value received, ________________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

/ / / /-/ / /-/ / / / /



________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE


______________________________________________________________________________

______________________________________________________________________________


______________________________________________________________Shares of the
capital stock represented by the within Certificate and do hereby irrevocably
constitute and appoint __________________________________

___________________________________________________________________________

Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.


Dated, ______________________


_____________________________