SC 13D/A: General Statement of Acquisition of Beneficial Ownership

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------------

SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934

Atlantic Realty Trust
(Name of Issuer)


Common Shares of Beneficial Interest, Par Value $.01 Per Share
(Title of Class of Securities)

048798-10-2
(CUSIP Number)

Milton Cooper
Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, NY 11042-0020
(516) 869-9000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copies to:
Erica H. Steinberger, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 90022-4802


May 15, 1997
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is subject of
this Schedule 13D, and is filing this statement because of
Rule 13d-1(b)(3) or (4), check the following box: [ ]



Page 1 of 14 Pages
Exhibit Index is on Page 8




Page 2 of 14


SCHEDULE 13D


CUSIP No. 048798-10-2

1. Name of Reporting Person

Kimco Realty Corporation

2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only

4. Source of Funds

WC

5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]

6. Citizenship or Place of Organization

Maryland

7. Sole Voting Power
314,098
Number of
Shares 8. Shared Voting Power
Beneficially None
Owned By
Reporting 9. Sole Dispositive Power
Person 314,098
With
10. Shared Dispositive Power
None

11. Aggregate Amount Beneficially Owned by Each Reporting Person
314,098

12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]

13. Percent of Class Represented by Amount in Row (11)

8.8%

14. Type of Reporting Person
CO



Page 3 of 14


SCHEDULE 13D


CUSIP No. 048798-10-2

1. Name of Reporting Person

Kimco Realty Services, Inc.

2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only

4. Source of Funds

WC

5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]

6. Citizenship or Place of Organization

Delaware

7. Sole Voting Power
None
Number of
Shares 8. Shared Voting Power
Beneficially 76,229
Owned By
Reporting 9. Sole Dispositive Power
Person None
With
10. Shared Dispositive Power
76,229

11. Aggregate Amount Beneficially Owned by Each Reporting Person
76,229

12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ ]

13. Percent of Class Represented by Amount in Row (11)

2.1%

14. Type of Reporting Person
CO



Page 4 of 14


SCHEDULE 13D



CUSIP No. 048798-10-2

1. Name of Reporting Person

Milton Cooper

2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]

3. SEC Use Only

4. Source of Funds

OO

5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]

6. Citizenship or Place of Organization

U.S.A.

7. Sole Voting Power
29,824
Number of
Shares 8. Shared Voting Power
Beneficially 79,356
Owned By
Reporting 9. Sole Dispositive Power
Person 29,824
With
10. Shared Dispositive Power
79,356

11. Aggregate Amount Beneficially Owned by Each Reporting Person
109,180

12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares [ X ]

13. Percent of Class Represented by Amount in Row (11)

3.1%


14. Type of Reporting Person
IN



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This Amendment No. 2 restates and supplements the Schedule 13D
previously filed on May 24, 1996 and amended on July 3, 1996 by Kimco Realty
Corporation, a Maryland corporation ("Kimco"), and Milton Cooper and adds as a
filer Kimco Realty Services, Inc., a Delaware corporation ("Services") all of
the voting common stock of which is owned by Mr. Cooper.


Item 1. Security and Issuer.

The title of the class of equity securities to which this
Schedule relates is common shares of beneficial interest, par value $.01 per
share (the "Shares"), of Atlantic Realty Trust, a Maryland real estate
investment trust (the "Company"). The Company's principal executive offices are
located at 747 Third Avenue, New York, New York 10017.


Item 2. Identity and Background.

(a)-(c), (f) This statement is being filed by Kimco, Services
and Milton Cooper, the Chairman of the Board and Chief Executive Officer of
Kimco and the President and a Director of Services (each a "Reporting Person"
and, collectively, "the Reporting Persons").

Kimco owns and operates neighborhood and community shopping
centers in 38 states and manages additional properties. It intends to operate as
a Real Estate Investment Trust for federal income tax purposes. Kimco owns all
of the outstanding non-voting preferred stock of Services. Kimco's principal
place of business is 3333 New Hyde Park Road, New Hyde Park, New York
11042-0020.

The principal business of Services is to perform construction
and other services relating to commercial real estate. Services' principal place
of business is 3333 New Hyde Park Road, New Hyde Park, New York 11042-0020.

Mr. Cooper is the Chairman of the Board of Directors and
Chief Executive Officer of Kimco and the President and a Director of Services.
Mr. Cooper owns all of the outstanding voting common stock of Services. His
business address is c/o Kimco, 3333 New Hyde Park Road, New Hyde Park, New York
11042-0020.

Information with respect to the executive officers and
directors of each of Kimco and Services, other than Mr. Cooper, required by
Instruction C of Schedule 13D is set forth on Schedule I hereto and incorporated
herein by reference.


(d) and (e). During the last five years, none of the Reporting
Persons nor, to the best knowledge of the Reporting Persons, any other person
named on Schedule I has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,




Page 6 of 14

decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.


Item 3. Source and Amount of Funds or Other Consideration.

Kimco acquired 72,771 Shares, and Mr. Cooper acquired directly
or through IRA Accounts 29,824 Shares, as a result of the distribution (the
"Distribution") by RPS Realty Trust ("RPS"), effective May 13, 1996, of Shares
to holders of shares of beneficial interest, par value $.10 per share ("RPS
Shares"), of RPS in the ratio of one Share for every eight RPS Shares held on
the record date for the Distribution (before taking into account a reverse stock
split of RPS shares which occurred immediately prior to the Distribution). No
consideration was paid by Kimco or Mr. Cooper for such Shares. Kimco thereafter
acquired an additional 241,327 Shares in open market purchases, the funds for
which were obtained from its working capital.

On May 15, 1997, Services acquired 76,229 Shares in an open
market purchase, the funds for which were obtained from its working capital.


Item 4. Purpose of Transaction.

Kimco and Mr. Cooper hold their Shares received in the
Distribution, and Kimco and Services each acquired their additional Shares, as
an investment. From time to time, subject to the continuing evaluation of the
factors discussed herein, each of the Reporting Persons may acquire additional
Shares in the open market or in privately negotiated transactions, or otherwise
increase their ownership of Shares, or the Reporting Persons may sell all or a
portion of their Shares in the open market or in privately negotiated
transactions. Any actions the Reporting Persons might undertake will be
dependent upon the Reporting Persons' review of numerous factors, including,
among other things, the availability of Shares for purchase and the price levels
of such Shares; general market and economic conditions; ongoing evaluation of
the Company's assets and operations; the relative attractiveness of alternative
business and investment opportunities; the actions of the management and the
Board of Directors of the Company; and other future developments.

Pursuant to the Company's Amended and Restated Declaration of
Trust (the "Declaration of Trust"), the Company shall continue for a period of

18 months from the date of the Distribution, during which time it shall reduce
to cash or cash equivalents the Company's assets and either (i) make a
liquidating distribution to its shareholders or (ii) agree to merge or combine
operations with another real estate entity, in either case, as soon as
practicable following the Distribution and within such 18-month period (unless
on or before the expiration of such 18-month period the holders of at least
two-thirds of the outstanding Shares approve the extension of such date or such
date is automatically extended without a shareholder vote because a contingent
tax liability relating to RPS that has been assumed by the Company has not been
satisfactorily resolved). Depending upon the factors discussed above, Kimco may
seek to acquire one or more assets of the Company (including the Hylan Center,
as defined below), as part of the Company's liquidation of such assets, or




Page 7 of 14

propose a business combination or other business arrangement with the Company.
Prior to the Distribution, Mr. Cooper, as Kimco's representative, had
discussions with management of RPS concerning a possible purchase of RPS's
then-mortgage and other interests in a shopping center located on Hylan
Boulevard in Staten Island, New York (the "Hylan Center"), which was considered
by RPS to be a "problem loan" as of December 31, 1995, as discussed in the
Information Statement dated March 29, 1996 (the "Information Statement")
furnished to holders of RPS Shares in connection with the Distribution. The
then-mortgage and other interests of RPS in the Hylan Center were transferred by
RPS to the Company (which now owns fee title to the Hylan Center) prior to the
Distribution.

Although the foregoing reflects the present intention of the
Reporting Persons with respect to the Company, it is subject to change at any
time. Except as set forth above, the Reporting Persons have no present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.


Item 5. Interest in Securities of the Issuer.

(a) Kimco beneficially owns an aggregate of 314,098 Shares, or
approximately 8.8% of the outstanding Shares, and Services beneficially owns an
aggregate of 76,229 Shares, or approximately 2.1% of the outstanding Shares
(based on 3,561,553 Shares reported by the Company to be outstanding as of April
22, 1997 in the Company's Quarterly Report on Form 10-Q for the Period Ended
March 31, 1997).

Mr. Cooper beneficially owns 109,180 Shares, or approximately
3.1% of the outstanding Shares, of which 2,012 Shares are held through IRA
accounts, and 3,127 Shares are held by a trust for Adam Kimmel, the son of
Martin S. Kimmel (the "Kimmel Trust"), for which Mr. Cooper serves as a trustee.
Such holdings do not include an aggregate of 6,050 Shares held by Mr. Cooper's
adult children or their spouses, an aggregate of 2,979 Shares held by nine
trusts for the benefit of Mr. Cooper's grandchildren, for which certain of such

adult children serve as trustees, or 3,750 Shares held by CLS General
Partnership Corporation (a Delaware corporation which serves as the general
partner of Power Test Investors Limited Partnership, a New York limited
partnership), of which Mr. Cooper is a stockholder and serves as secretary and a
director, as to all of which Shares Mr. Cooper disclaims beneficial ownership.
All of such Shares were received by such persons in the Distribution by reason
of their ownership of RPS Shares.

Except as set forth herein, each of the Reporting Persons
disclaims beneficial ownership of any Shares beneficially owned by any other
person described in this Item 5(a) or on Schedule I hereto.

(b) Each Reporting Person has sole power to vote, or direct
the vote, and to dispose or direct the disposition of, all Shares reported as
beneficially owned by it or him, except that, (i) Mr. Cooper, by reason of his
ownership of all of Services' voting common stock, has the power to direct the
vote or the disposition of all Shares reported as beneficially owned by
Services, and (ii) with respect to the 3,127 Shares held by the Kimmel Trust,
Mr. Cooper shares such power with the other trustee.




Page 8 of 14


(c) On May 15, 1997, Services acquired 76,229 Shares in an
open market purchase at a price of $11.125 per share.

(d) No person other than the Reporting Persons is known to the
Reporting Persons to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares
beneficially owned by the Reporting Persons, except that, with respect to the
Shares owned by the Kimmel Trust, such Trust and the trustee thereof who shares
such power with Mr. Cooper.

(e) Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

None


Item 7. Material to be Filed as Exhibits.

Joint Filing Agreement is attached hereto as Exhibit 2.






Page 9 of 14

SCHEDULE I
Set forth below is the name, principal business, business
address and beneficial ownership of Shares of each executive officer and
director of Kimco and Services, other than Milton Cooper, for whom such
information is contained in Items 2 and 5 of the Schedule 13D. Unless otherwise
indicated, the current business address of each person is c/o Kimco, 3333 New
Hyde Park Road, Suite 100, New Hyde Park, NY 11042-0020. Each such person is a
citizen of the United States of America.

1. Executive Officers & Directors of Kimco.