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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

--------------------------------------------

SCHEDULE 13D

(Amendment No. 4)
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 10022-4802

April 30, 1998

(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 20 Pages
Exhibit index is on Page 8



Page 2 of 20
SCHEDULE 13D

CUSIP No. 048798-10-2

1. Name of Reporting Person

Kimco Realty Corporation

2. Check The Appropriate Box If A Member of Group [ ]

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 20
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 Group [ ]

3. SEC Use Only

4. Source of Funds

OO, 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 464,028
Owned By
Reporting 9. Sole Dispositive Power
Person None
With

10. Shared Dispositive Power
464,028

11. Aggregate Amount Beneficially Owned By Each Reporting Person
464,028

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


13. Percent Of Class Represented By Amount In Row (11)
13.0%

14. Type of Reporting Person

CO



Page 4 of 20
SCHEDULE 13D

CUSIP No. 048798-10-2

1. Name of Reporting Person
Milton Cooper

2. Check The Appropriate Box If A Member of 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 467,155
Owned By
Reporting 9. Sole Dispositive Power
Person 29,824
With

10. Shared Dispositive Power
467,155

11. Aggregate Amount Beneficially Owned By Each Reporting Person
496,979

12. Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares
[X]


13. Percent Of Class Represented By Amount In Row (11)
14%

14. Type of Reporting Person

IN




Page 5 of 20

This Amendment No. 4 amends and supplements the Schedule 13D filed on
May 24, 1996, and amended on July 3, 1996, by Kimco Realty Corporation, a
Maryland corporation ("Kimco"), and Milton Cooper and further amended on May
15, 1997, and June 10, 1997, by Kimco, Milton Cooper and Kimco Realty
Services, Inc., a Delaware corporation ("Services"), 60% of the voting common
stock of which is owned by Mr. Cooper (as amended, the "Schedule 13D"),
relating to the common shares of beneficial interest, par value $.01 per share
(the "Shares"), of Atlantic Realty Trust, a Maryland corporation (the
"Company"). Unless otherwise indicated, all capitalized terms used herein
shall have the meanings given to them in the Schedule 13D, and unless amended
or supplemented hereby, all information previously filed remains in effect.

Item 2. Identity and Background

(a)-(c), (f) Mr. Cooper owns 60% of the outstanding voting common
stock of Services.

Information with respect to the executive officers and directors 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.

Item 4. Purpose of Transaction

The Company's charter contains a provision limiting the number of
Shares that may be owned, actually or constructively pursuant to the attribution
rules set forth in Section 544 of the Internal Revenue Code of 1986, as amended,
as modified by Section 856(h), or in Section 318(a) as modified by Section
856(d)(5) (constructive ownership pursuant to such attribution rules,
"Constructive Ownership"), by any person to 9.8% of the total number of Shares
issued and outstanding. The Reporting Persons and the Company have entered into
a Standstill Agreement, dated as of April 30, 1998, (the "Standstill
Agreement"), pursuant to which the Company granted the Reporting Persons an
exception from such charter provision with respect to Shares Constructively
Owned by any of the Reporting Persons in excess of 9.8% of the issued and
outstanding Shares (the "Excess Shares"), and the Reporting Persons agreed,
unless specifically requested by the Company's board of trustees, not to, among
other things, (i) acquire or agree or publicly offer or propose to acquire
ownership or control of (A) any securities of the Company in excess of 25% of
the issued and outstanding Shares or (B) any subsidiary or assets or properties
of the Company or any of its subsidiaries or divisions, including by way of
tender offer, business combination, merger or other consolidation (provided that
nothing shall prohibit the Reporting Persons from proposing to acquire assets
which the Company has announced an intention to sell or for which it is
soliciting bids) or (ii) make any "solicitation" of "proxies" (as such terms are
used in the proxy rules of the Securities and Exchange Commission), and further
agreed to vote any Excess Shares in accordance with the recommendation of the
Company's board of trustees. The above description of the Standstill Agreement
is qualified in its entirety by reference to the full text of such agreement,
which is being filed as Exhibit 3 hereto and is incorporated herein by
reference.




Page 6 of 20

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

See Item 4 for a description of the Standstill Agreement entered into
by the Reporting Persons and the Company with respect to Shares of the Company
held by the Reporting Persons.

Item 7. Material to be Filed as Exhibits

Exhibit 3. Standstill Agreement




Page 7 of 20

SIGNATURE

After reasonable inquiry and the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.

KIMCO REALTY CORPORATION

By: /s/ Milton Cooper
------------------------------------
Name: Milton Cooper
Title: Chairman and Chief Executive
Officer

KIMCO REALTY SERVICES, INC.

By: /s/ Milton Cooper
------------------------------------
Name: Milton Cooper
Title: President

/s/ Milton Cooper
------------------------------------
MILTON COOPER

Dated: May 1, 1998




Page 8 of 20

EXHIBIT INDEX

Exhibit Page Number

1. Joint Filing Agreement *

2. Joint Filing Agreement *

3. Standstill Agreement 11

- --------
* Previously filed




Page 9 of 20

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, 333 New Hyde Park Road, Suite
100, New Hyde Park, NY 11041-0020. Each such person is a citizen of the United
State of America.

1. Executive Officers & Directors of Kimco.