Form: S-3

Registration statement under Securities Act of 1933

October 6, 1997

Documents

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE

Published on October 6, 1997




SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)

IBJ SCHRODER BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)

New York 13-5375195
(Jurisdiction of incorporation (I.R.S. employer
or organization if not a U.S. national bank) identification No.)

One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)

LUIS PEREZ, ASSISTANT VICE PRESIDENT
IBJ SCHRODER BANK & TRUST COMPANY
One State Street
New York, New York 10004
(212) 858-2000
(Name, address and telephone number of agent for service)

Kimco Realty Corporation
(Exact names of obligor as specified in its charter)

Delaware 13-2744380
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

3333 New Hyde Park Road, Suite 100
New Hyde Park, N.Y. 11042 11576
(Address of principal executive offices) (Zip code)

Senior Debt Securities
(Title of indenture securities)


Item 1. General information

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising
authority to which it is subject.

New York State Banking
Department
Two Rector Street
New York, New York

Federal Deposit Insurance
Corporation
Washington, D.C.

Federal Reserve Bank of New York
Second District
33 Liberty Street
New York, New York

(b) Whether it is authorized to exercise corporate
trust powers.

Yes

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee,
describe each such affiliation.

The obligor is not an affiliate of the trustee.

Item 13. Defaults by the Obligor.

(a) State whether there is or has been a default with
respect to the securities under this indenture.
Explain the nature of any such default.

None

2


(b) If the trustee is a trustee under another indenture
under which any other securities, or certificates of
interest or participation in any other securities, of
the obligors are outstanding, or is trustee for more
than one outstanding series of securities under the
indenture, state whether there has been a default
under any such indenture or series, identify the

indenture or series affected, and explain the nature
of any such default.

None

Item 16. List of exhibits.

List below all exhibits filed as part of this
statement of eligibility.

*1. A copy of the Charter of IBJ Schroder Bank & Trust
Company as amended to date. (See Exhibit 1A to Form
T-1, Securities and Exchange Commission File No.
22-18460).

*2. A copy of the Certificate of Authority of the trustee
to Commence Business (Included in Exhibit 1 above).

*3. A copy of the Authorization of the trustee to
exercise corporate trust powers, as amended to date
(See Exhibit 4 to Form T-1, Securities and Exchange
Commission File No. 22-19146).

*4. A copy of the existing By-Laws of the trustee, as
amended to date (See Exhibit 4 to Form T-1,
Securities and Exchange Commission File No. 22-
19146).

5. Not Applicable

6. The consent of United States institutional trustee
required by Section 321(b) of the Act.

7. A copy of the latest report of condition of the
trustee published pursuant to law or the requirements
of its supervising or examining authority.

* The Exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such Exhibits is a
reference to the copy of the Exhibit heretofore filed with the
Securities and Exchange Commission, to which there have been no
amendments or changes.

3


NOTE

In answering any item in this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor and its
directors or officers, the trustee has relied upon information
furnished to it by the obligor.


Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Item 2, the
answer to said Item is based on incomplete information.

Item 2, may, however, be considered as correct unless amended by an
amendment to this Form T-1.

Pursuant to General Instruction B, the trustee has responded to Items
1, 2 and 16 of this form since to the best knowledge of the trustee as
indicated in Item 13, the obligor is not in default under any indenture
under which the applicant is trustee.

4


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of
1939, the trustee, IBJ Schroder Bank & Trust Company, a corporation organized
and existing under the laws of the State of New York, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and State of New York,
on the 2nd day of October, 1997.

IBJ SCHRODER BANK & TRUST COMPANY



By:
------------------------------
Luis Perez
Assistant Vice President


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of
1939, the trustee, IBJ Schroder Bank & Trust Company, a corporation organized
and existing under the laws of the State of New York, has duly caused this
statement of eligibility & qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and State
of New York, on the 2nd day of October, 1997.

IBJ SCHRODER BANK & TRUST COMPANY



By: /s/Luis Perez
------------------------------
Luis Perez
Assistant Vice President


Exhibit 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939, as amended, in connection with one or more issuance by
Kimco Realty Corporation of its Senior Debt Securities, we hereby consent that
reports of examinations by Federal, State, Territorial, or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.

IBJ SCHRODER BANK & TRUST COMPANY



By: /s/Luis Perez
------------------------------
Luis Perez
Assistant Vice President

Dated: October 2, 1997



Exhibit 6

CONSENT OF TRUSTEE

Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939, as amended, in connection with one or more issuance by
Kimco Realty Corporation of its Senior Debt Securities, we hereby consent that
reports of examinations by Federal, State, Territorial, or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.

IBJ SCHRODER BANK & TRUST COMPANY



By:
------------------------------
Luis Perez
Assistant Vice President

Dated: October 17, 1997


EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
of New York, New York
And Foreign and Domestic Subsidiaries

Report as of June 30, 1997



Dollar Amounts
in Thousands
--------------

ASSETS

Cash and balance due from depository institutions:

Noninterest-bearing balances and currency and coin ..................................... $ 41,319
Interest-bearing balances................................................................. $ 314,579

Securities: Held-to-maturity securities.................................................... $ 180,111
Available-for-sale securities.................................................. $ 47,600

Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries and
in IBFs:

Federal Funds sold and Securities purchased under agreements to resell.................... $ 694,859

Loans and lease financing receivables:

Loans and leases, net of unearned income................................. $ 1,955,686
LESS: Allowance for loan and lease losses................................ $ 62,876
LESS: Allocated transfer risk reserve.................................... $ -0-
Loans and leases, net of unearned income, allowance, and reserve.......................... $ 1,892,810

Trading assets held in trading accounts....................................................... $ 603

Premises and fixed assets (including capitalized leases)...................................... $ 3,709

Other real estate owned....................................................................... $ 202

Investments in unconsolidated subsidiaries and associated companies........................... $ -0-

Customers' liability to this bank on acceptances outstanding.................................. $ 81

Intangible assets............................................................................. $ -0-

Other assets.................................................................................. $ 67,092



TOTAL ASSETS.................................................................................. $ 3,242,965



LIABILITIES



Deposits:

In domestic offices....................................................................... $ 1,694,675
Noninterest-bearing ................................................. $ 263,641
Interest-bearing .................................................... $ 1,431,034

In foreign offices, Edge and Agreement subsidiaries, and IBFs............................. $ 1,121,075
Noninterest-bearing ................................................. $ 17,535
Interest-bearing .................................................... $ 1,103,540

Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in
IBFs:

Federal Funds purchased and Securities sold under agreements to
repurchase................................................................................ $ 25,000

Demand notes issued to the U.S. Treasury...................................................... $ 60,000

Trading Liabilities........................................................................... $ 140

Other borrowed money:

a) With a remaining maturity of one year or less.......................................... $ 38,369
b) With a remaining maturity of more than one year........................................ $ 1,763
c) With a remaining maturity of more than three years..................................... $ 2,242

Bank's liability on acceptances executed and outstanding...................................... $ 81

Subordinated notes and debentures............................................................. $ -0-

Other liabilities............................................................................. $ 69,908


TOTAL LIABILITIES............................................................................. $ 3,013,253

Limited-life preferred stock and related surplus.............................................. $ -0-


EQUITY CAPITAL

Perpetual preferred stock and related surplus................................................ $ -0-

Common stock................................................................................. $ 29,649


Surplus (exclude all surplus related to preferred stock)..................................... $ 217,008

Undivided profits and capital reserves....................................................... $ (17,000)

Net unrealized gains (losses) on available-for-sale securities............................... $ 55

Cumulative foreign currency translation adjustments.......................................... $ -0-


TOTAL EQUITY CAPITAL......................................................................... $ 229,712

TOTAL LIABILITIES AND EQUITY CAPITAL......................................................... $ 3,242,965