TAX OPINION

EXHIBIT 8.1
[LETTERHEAD OF GIBSON, DUNN & CRUTCHER LLP]


MAY 13, 1998




(213) 229-7000 C 72752-00054

The Price REIT, Inc.
145 South Fairfax Avenue
Los Angeles, CA 90036

Re: Tax Opinion for the Merger Registration Statement on Form S-4

Gentlemen:

We are acting as special counsel to The Price REIT, Inc., a Maryland
corporation ("Price REIT"), in connection with the Joint Proxy
Statement and Prospectus, included in the Registration Statement on Form S-4
(the "Merger Registration Statement"), relating to the proposed merger (the
"Merger") of Price REIT with and into REIT Sub, Inc., a Maryland corporation
("Merger Sub"), a wholly-owned subsidiary of Kimco Realty Corporation, a
Maryland corporation ("Kimco") pursuant to the Agreement and Plan of Merger
dated as of January 13, 1998, as amended, by and among Price REIT, Kimco and
Merger Sub (the "Merger Agreement"). You have requested our opinion as to
certain federal income tax matters set forth in the Merger Registration
Statement under the heading "Federal Income Tax Consequences."

In rendering our opinion, we have examined the Merger Agreement and have,
with your permission, relied upon and assumed as correct now and as of the
Effective Time (as defined in the Merger Registration Statement), (i) the
representations, warranties, and covenants contained in the Merger Agreement,
(ii) the factual information contained in the Merger Registration Statement and
the exhibits thereto, (iii) certain factual representations made by Price REIT
and Kimco, which are attached as exhibits hereto and made a part hereof, and
(iv) such other materials as we have deemed necessary or appropriate as a basis
for our opinion.

On the basis of the information, representations, warranties, and covenants
contained in the foregoing materials we hereby confirm the opinions specifically
attributed to us under the caption "Federal Income Tax Consequences" of the
Merger Registration Statement.

Such opinions and the Merger Registration Statement discussion set forth
under the caption "Federal Income Tax Consequences" do not address all
aspects of federal income taxation that may be relevant to particular Price REIT
stockholders in light of their personal investment circumstances, or to certain
types of stockholders subject to special treatment under the federal income tax
law, including, without limitation, insurance companies, tax-exempt

organizations, financial institutions or broker-dealers, foreign persons, and
stockholders who acquired Price REIT Common Stock pursuant to the exercise of
employee stock options or otherwise as compensation.


Such opinions express our views as to federal income tax laws in effect as
of the date hereof, including the Code, applicable Treasury Regulations,
published rulings and administrative practices of the Internal Revenue Service
(the "Service") and court decisions. Such opinions represent our best legal
judgment as to the matters addressed therein, but are not binding on the
Service or the courts. Furthermore, the legal authorities upon which we rely are
subject to change either prospectively or retroactively. Any change in such
authorities or in the facts or representations might adversely affect the
conclusions stated therein.

We hereby consent to the use of this letter as an exhibit to the Merger
Registration Statement and to the use of our name under the caption "Federal
Income Tax Consequences" in the Merger Registration Statement.

Very truly yours,


/s/ GIBSON, DUNN & CRUTCHER LLP

GIBSON, DUNN & CRUTCHER LLP

HB/DLF



OFFICER'S CERTIFICATE
FOR THE PRICE REIT, INC.
REGARDING THE MERGER OF
THE PRICE REIT, INC.
WITH AND INTO REIT SUB, INC.,
A WHOLLY-OWNED SUBSIDIARY OF
KIMCO REALTY CORPORATION

This Officer's Certificate is given in connection with the Joint
Proxy Statement and Prospectus, included in the Registration Statement on Form
S-4 (the "Merger Registration Statement"), relating to the proposed merger
(the "Merger") of The Price REIT, Inc., a Maryland corporation ("Price REIT"),
with and into REIT Sub, Inc., a Maryland corporation ("Merger Sub"), a
wholly-owned subsidiary of Kimco Realty Corporation, a Maryland corporation
("Kimco"). The Merger will be effected pursuant to the terms and conditions of
the Agreement and Plan of Merger (the "Merger Agreement") by and among Price
REIT, Merger Sub, and Kimco, and dated as of January 13, 1998, as amended on
March 5, 1998 and May 14, 1998. Unless otherwise indicated, capitalized terms
not defined herein have the meaning set forth in the Merger Agreement.

George M. Jezek, Executive Vice President, Chief Financial Officer,
Treasurer, Secretary and Director of Price REIT hereby certifies that to the
best of his knowledge and belief, each of the following statements is true and
correct and will be true and correct at the Effective Time of the Merger. The
undersigned understands that the following representations form the basis of
the opinion of Gibson, Dunn & Crutcher LLP and the opinion of Brown & Wood LLP
that are attached as exhibits to and described in the Merger Registration
Statement, and any change or inaccuracy in the facts described herein could
adversely alter such opinions.

1. The fair market value of the Merger Consideration received in the
Merger by each Price REIT shareholder will be approximately equal to the fair
market value of the Price REIT Common Stock surrendered in exchange therefor;

2. There is no plan or intention ("Plan") on the part of the Price
REIT shareholders who own five percent (5%) or more of the Price REIT stock,
and to the best knowledge of the management of Price REIT, there is no Plan on
the part of the remaining Price REIT shareholders to engage in a direct or
indirect sale, exchange, transfer, pledge, disposition or any other
transaction that results in a reduction in the risk of ownership (a "Sale") of

the Kimco Common Stock and Kimco Class D Depositary Shares received in the
Merger that would reduce ownership by the Price REIT shareholders of Kimco
stock to a number of shares having a value as of the Effective Time of the
Merger of less than fifty percent (50%) of the aggregate fair market value,
immediately prior to the Merger, of all outstanding Price REIT stock. For
purposes of making the foregoing representation, Price REIT Common Stock
surrendered by dissenters or exchanged for cash in lieu of fractional shares
of Kimco Common Stock and Kimco Series D Depositary Shares will be treated as
outstanding at the Effective Time of the Merger;

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3. The liabilities of Price REIT assumed by Merger Sub and the
liabilities to which the transferred assets of Price REIT are subject were
incurred by Price REIT in the ordinary course of its business as a REIT;

4. Price REIT, Kimco, Merger Sub, and the shareholders of Price REIT
will pay their respective expenses, if any, incurred in connection with the
Merger;

5. There is no intercorporate indebtedness existing between Price
REIT and Kimco or between Price REIT and Merger Sub that was issued, acquired,
or will be settled at a discount as a result of the Merger;

6. Price REIT is not under the jurisdiction of a court in a Title 11
or similar case within the meaning of Section 368(a)(3)(A) of the Code;

7. None of the compensation received by any shareholder-employee of
Price REIT will be separate consideration for, or allocable to, any of their
Price REIT stock. None of the Kimco Common Stock and Class D Depositary Shares
received by any shareholder-employee of Price REIT will be separate
consideration for, or allocable to, any employment agreement or any covenants
not to compete, and the compensation paid to any shareholder-employee of Price
REIT will be for services actually rendered and will be commensurate with
amounts paid to third parties bargaining at arm's length for similar services;

8. Price REIT has not made (nor will it make prior to the Effective
Time) any distributions, redemptions, or other payments in respect of stock of
Price REIT or in respect of rights to acquire such stock that are in
contemplation of the Merger or that are related thereto, except for regular
and normal distributions that are consistent with amounts historically
distributed by Price REIT on an annual basis, including any distributions
required by Section 857(a) of the Code;

9. Price REIT has not disposed of any of its assets in contemplation
of the Merger (including any distribution of assets with respect to, or in
redemption of, Price REIT Common Stock);

10. Price REIT's reasons for participating in the Merger are bona
fide business purposes unrelated to taxes;


11. The factual information set forth in the Merger Registration
Statement is true, correct, and complete in all material respects;

12 The fair market value of the assets of Price REIT will, at the
Effective Time of the Merger, equal or exceed the aggregate liabilities of
Price REIT plus the amount of liabilities, if any, to which such assets are
subject; and

13. The undersigned is authorized to make all of the representations
set forth herein.

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It is understood that (i) your opinion will be based on the
representations set forth herein, the information set forth in the Merger
Registration Statement, and on the statements, representations, and warranties
set forth in the Merger Agreement (including all schedules and exhibits
thereto), and (ii) your opinion will be subject to certain limitations and
qualifications including that it may not be relied upon if any such
representations, statements, and information are not true, correct, and
complete. It is further understood that your opinion will not address any tax
consequence of the Merger or any action taken in connection therewith except
as expressly set forth in such opinion.

IN WITNESS WHEREOF, I have executed this Officer's
Certificate on the 13th day of May, 1998.

----------------------------------
George M. Jezek,
Executive Vice President,
Chief Financial Officer,
Treasurer, Secretary and
Director of Price REIT

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OFFICER'S CERTIFICATE
FOR
THE PRICE REIT, INC.
REGARDING CERTAIN INCOME TAX MATTERS


This Officer's Certificate is given in connection with the
Joint Proxy Statement and Prospectus, included in the Registration Statement
on Form S-4 dated (the "Merger Registration Statement"), relating to the
proposed merger (the "Merger") of The Price REIT, Inc., a Maryland corporation
("Price REIT") with and into REIT Sub, Inc., a Maryland corporation ("Merger
Sub"), a wholly-owned subsidiary of Kimco Realty Corporation, a Maryland

corporation ("Kimco"). The Merger will be effected pursuant to the terms and
conditions of the Agreement and Plan of Merger (the "Merger Agreement") by and
among Price REIT, Merger Sub, and Kimco, and dated as of January 13, 1998, as
amended on March 5, 1998 and May 14, 1998. Unless otherwise indicated,
capitalized terms not defined herein have the meaning set forth in the Merger
Agreement.

George M. Jezek, Executive Vice President, Chief Financial
Officer, Treasurer, Secretary and Director of Price REIT hereby certifies that
to the best of his knowledge and belief, each of the following statements is
true and correct and will be true and correct at the Effective Time of the
Merger. The undersigned understands that the following representations form
the basis of the opinion of Gibson, Dunn & Crutcher LLP that is attached as an
exhibit to and described in the Merger Registration Statement, and any change
or inaccuracy in the facts described herein could adversely alter such
opinion.

References herein to the "Company" include Price REIT, the
Partnerships, Price Texas and Price Tennessee (as Price Texas and Price
Tennessee are defined in paragraph 26 below). The Partnerships consist of
Smithtown Venture Limited Liability Company, a New York limited liability
company, Bridgewater Community Retail Center, LLC, a New Jersey limited
liability company, Price/Baybrook, Ltd., a Texas limited partnership (the
"Texas Partnership"), Centrepoint Associates L.L.P., an Arizona limited
liability partnership, Hayden Plaza North Associates, an Arizona general
partnership, Price REIT Properties, LLC, a Delaware limited liability company,
The Price REIT Renaissance Partnership, L.P., a California limited
partnership, Price Tennessee Properties, L.P., a Tennessee limited
partnership, and Price/Fry Limited Liability Company, a Texas limited
liability company. Price REIT previously owned all the outstanding Preferred
Stock of K & F Development Company, a California corporation ("Development").
Development was dissolved effective as of March 31, 1997.

Terms not otherwise defined herein have the meaning set
forth in Exhibit A hereto. Capitalized terms not defined in Exhibit A have the
meaning set forth in the Merger Agreement. Unless specifically provided
otherwise, all the statements below with respect to any entity relate to such
entity from the date of its organization until the date of this Certificate.

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1. The information set forth in the Merger Registration
Statement is true, correct and complete.

2. One hundred (100) or more persons have held and will hold
the beneficial ownership of the outstanding stock of Price REIT.

3. Since the date of incorporation, five or fewer Persons
have not owned, and will not own, either directly or indirectly, after
applying the Attribution Rules, more than fifty percent (50%) in value of
Price REIT's outstanding stock.


4. Commencing with its taxable year ending December 31,
1991, Price REIT timely and properly filed an election to be a taxed as a
"Real Estate Investment Trust." Price REIT has not revoked such election and
has no present intention to revoke such election.

5. Price REIT has not owned and does not own an actual or
Constructive interest in any corporation, partnership, association, trust,
joint venture, limited liability company or other entity other than its actual
or Constructive interests in the Partnerships, Development, Price Texas and
Price Tennessee.

6. With respect to each and every Lease, the amount of rent
received or accrued by the Company has not been, and will not be based in
whole or in part on the income or profits of any person.

7. With respect to each and every Tenant, neither the
Company, nor any owner (actual or Constructive) of 10% or more of the
outstanding Common Stock of Price REIT, has been, or is expected to be the
owner (actual or Constructive) of: (i) in the case of a Tenant that is a
corporation, stock of such Tenant possessing 10% or more of the total combined
voting power of all classes of stock entitled to vote, or 10% or more of the
total number of shares of all classes of stock of such Tenant; or (ii) in the
case of a Tenant that is not a corporation, an interest of 10% or more in the
assets or net profits of such Tenant.

8. With respect to every Lease: (i) all personal property
leased by the Company has been and will be leased in connection with a lease
of real property, and (ii) the rent attributable to any personal property
leased in connection with a Lease has been and will be less than 15% of the
total rent received or accrued under the Lease. The amount of rent
attributable to personal property is determined under Section 856(d)(1) of the
Code, which provides that the amount of rent attributable to personal property
for a taxable year is the amount that bears the same ratio to the rent for the
taxable year as the average of the adjusted basis of personal property at the
beginning and at the end of the taxable year bears to the average of the
aggregate adjusted basis of both the real property and the personal property
at the beginning and at the end of the taxable year.


9. The Company has not acted and will not act as lessee of
any property for the purpose of subleasing such property to a Tenant.

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10. The Company is not the lessor or sublessor of any
personal property that is not owned by it.

11. The Company has not received Excess Rentals from a
Tenant.

12. For purposes of the following representations, income,

deductions, credits and other tax items of Price REIT shall be deemed to
include the Price REIT's share of such items of the Partnerships, based on
Price REIT's proportionate direct or indirect capital interest in such
entities.

(a) Commencing with Price REIT's taxable year
ending December 31, 1991, at least ninety-five percent (95%)
of the gross income of Price REIT (excluding gross income
from Prohibited Transactions) has been and is expected to be
derived from (i) dividends, (ii) interest, (iii) rents from
real property, (iv) gain from the sale or other disposition
of stock, securities and real property (including Interests
in Real Property and interests in mortgages on real
property), but excluding gain on real property which is
Section 1221(1) Property, (v) abatements and refunds of
taxes on real property, (vi) income and gain derived from
Foreclosure Property, (vii) amounts (other than amounts, the
determination of which depends in whole or in part on income
or profits of any person) received or accrued as
consideration for entering into agreements (A) to make loans
secured by mortgages on real property or on Interests in
Real Property, or (B) to purchase or lease real property
(including Interests in Real Property and interests in
mortgages on real property), and (viii) gain from the sale
or other disposition of Real Estate Assets that is not a
Prohibited Transaction.

(b) Commencing with Price REIT's taxable year
ending December 31, 1991, at least seventy-five percent
(75%) of the gross income of the REIT (excluding gross
income from Prohibited Transactions) has been and is
expected to be derived from (i) rents from real property,
(ii) interest on obligations secured by mortgages on real
property or on Interests in Real Property, (iii) gain from
the sale or disposition of real property (including
Interests in Real Property and interests in mortgages on
real property), but excluding gain from real property which
is Section 1221(1) Property, (iv) dividends or other

distributions on, and gain (other than gain from Prohibited
Transactions) from the sale or other disposition of,
transferable shares or beneficial certificates in other Real
Estate Investment Trusts, (v) abatements and refunds of
taxes on real property, (vi) income and gain derived from
Foreclosure Property, (vii) amounts (other than amounts, the
determination of which depends in whole or in part on the
income or profits of any person) received or accrued as
consideration for entering into agreements (A) to make loans
secured by mortgages

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on real property or on Interests in Real Property and
interests in mortgages on real property, (viii) gain from
the sale or other disposition of a Real Estate Asset which
is not a Prohibited Transaction, and (ix) Qualified
Temporary Investment Income. Dividends received by Price
REIT from Development are not included in clauses (i)
through (ix) of this paragraph (b).

(c) Commencing with Price REIT's taxable year
ending December 31, 1991, the REIT has paid and expects to
pay dividends (without regard to capital gains dividends)
equal to or in excess of the sum of (i) ninety-five percent
(95%) of Price REIT's REIT Taxable Income for the year
(determined without regard to the deduction for dividends
paid and by excluding any net capital gain), and (ii)
ninety-five percent (95%) of the net income from Foreclosure
Property (after the tax imposed thereon by Section
857(b)(4)(A) of the Code), minus (iii) any Excess Noncash
Income.

(d) Commencing with Price REIT's taxable year
ending December 31, 1991, the dividends paid and to be paid
by Price REIT on any class of stock, within the meaning of
Section 561 of the Code, were and will be made pro rata,
with no preference to any share of such class of stock as
compared with other such shares.

(e) Commencing with Price REIT's taxable year
ending December 31, 1991, Price REIT has never had
accumulated earnings and profits (as determined for federal
income tax purposes).

13. For purposes of the following representations, assets of
Price REIT shall be deemed to include Price REIT's share of assets owned by
the Partnerships, based on Price REIT's proportionate direct or indirect
capital interest in such entities.

At the close of each quarter of each taxable year
commencing with Price REIT's taxable year ending December
31, 1991 (i) at least seventy-five percent (75%) of the
value of the combined total assets of Price REIT has been
and will be represented by Real Estate Assets, cash and cash
items, (including receivables), and U.S. Government
securities, (ii) not more than twenty-five percent (25%) of
the value of Price REIT's total assets has been or will be
represented by securities (other than those described in
clause (i) above), and (iii) with respect to those assets
described in clause (ii) above, the value of any one
issuer's securities owned by Price REIT (including but not
limited to the stock of Development owned by Price REIT) has
not exceeded and will not exceed five percent (5%) of the
value of Price REIT's total assets and Price REIT has not
owned and will not own more than ten percent (10%) of any

one issuer's outstanding voting securities.

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14. The Company has not provided and will not provide, and
has not engaged and will not engage any entity that fails to qualify as an
"independent contractor" to furnish, any services to any Tenant that are other
than services of the type that are "usually or customarily rendered" in
connection with the rental of space for occupancy only and not otherwise
considered "rendered to the occupant" within the meaning of Section
1.512(b)-1(c)(5) of the Treasury Regulations. The Company has not received and
will not receive any income, directly or indirectly, from such contractor,
including but not limited to administrative or other fees, interest and
dividends. For this purpose, an "independent contractor" is a person other
than (i) any person owning (actually or Constructively) more than 35% of the
stock of Price REIT; (ii) any corporation in which persons owning 35% or more
of the stock of Price REIT own (actually or Constructively) more than 35% of
the voting power or 35% or more of the total shares of all classes of stock of
such corporation; or (iii) any entity other than a corporation in which
persons owning persons owning 35% or more of the stock of Price REIT own
(actually or Constructively) more than 35% interest in the assets or net
profits of such entity.

15. No independent contractor providing services to Tenants
has had or will have any current employees in common with the Company.

16. As required by Treasury Regulation Section 1.857-8, for
each year commencing with Price REIT's taxable year ending December 31, 1991,
Price REIT (i) has maintained and will maintain the necessary records relating
to the actual ownership of its stock, (ii) has made and will make the
requisite information requests of its shareholders regarding stock ownership,
and (iii) has maintained and will maintain a list of the persons failing or
refusing to comply in whole or in party with the Company's demand for
statements regarding stock ownership.

17. The Company has operated and will operate in a manner

such that the above representations will continue to be true in the future;
provided, however, the Company may operate in a manner different from such
representations if it obtains the advice of nationally recognized counsel that
such differences will not impair its status as a Real Estate Investment Trust.

18. Price REIT will use its best efforts to monitor
ownership of Common Stock in order to ensure compliance with, and will use its
best efforts to enforce, the Transfer Restrictions.

19. All shares of stock issued by the Company have been and
are freely transferable subject to the Transfer Restrictions.

20. Interests in the Partnerships have not been and will not
be listed or traded on an established securities market or exchange (including

an over-the-counter market).

21. No interests in the Partnerships have been or will be
issued in a transaction that is registered under the Securities Act of 1933.

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22. Neither Price REIT nor the Partnerships will participate
in or tacitly allow the facilitation of public trading of interests in the
Partnerships.

23. Beginning with the taxable year ending December 31,
1991, ninety percent (90%) or more of the gross income of each of the
Partnerships have consisted and will consist of "qualifying income" within the
meaning of Section 7704(d) of the Code. "Qualifying income" for this purpose
refers to interest, dividends, real property rents, gain from the sale or
other disposition of real property, and gain from the sale or other
disposition of assets (other than inventory assets) that produce interest or
dividends. "Interest" for this purpose excludes any amounts received or
accrued, directly or indirectly, if the determination of such amount depends
in whole or in part on the income or profits of any person, other than
interest based on a fixed percentage of receipts or sales. In addition, gross
income from the sale of real property held primarily for sale to customers in
the ordinary course of business is not reduced by the cost of such property.

24. No Partnership would be or would have been a "regulated
investment company" within the meaning of Section 851(a) of the Code if it
were a domestic corporation. A "regulated investment company" is a domestic
corporation which, at all times during the taxable year, is registered under
the Investment Company Act of 1940, as amended (15 U.S.C. 80a-1 to 80b-2), as
a management company or a unit investment trust, or has in effect an election
under such Act to be treated as a business development company, or which is a
common trust fund or similar fund excluded by Section 3(c)(3) of such Act from
the definition of "investment company" and is not included in the definition
of "common trust fund" by Section 584(a) of the Code.

25. Price REIT and the Partnerships have no knowledge of

facts that are contrary to the following: (i) the Partnerships have been and
will be operated in accordance with the terms of the Partnership Agreements
and the provisions of applicable law, (ii) the Partnership Agreements are
valid and enforceable in accordance with their terms, (iii) no person has made
or will to make a market in interests in the Partnerships, (iv) interests in
the Partnerships have not been and will not be regularly quoted by persons
such as brokers or dealers and (v) holders of interests in the Partnerships
have not had and will not have a readily available, regular or ongoing
opportunity to buy, sell or exchange such interests in a time frame and with
the regularity and continuity that a secondary market for interests in the
Partnerships would provide.

26. Price REIT has owned and owns 100% of the outstanding

stock of Price/Texas, Inc., a Texas corporation ("Price Texas"), since Price
Texas' organization. The sole asset of Price Texas has consisted and consists
of a 1% general partnership interest in the Texas Partnership. Price REIT has
owned and owns 100% of the outstanding stock of Price Tennessee, Inc., a
Tennessee corporation ("Price Tennessee"), since Price Tennessee's
organization. The sole asset of Price Texas has consisted and consists of a
general partnership interest in Price Tennessee Properties, L.P.

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27. At no time did Development render any services to
Tenants of the Company.

28. Development previously had two classes of stock
outstanding, Common Stock and Preferred Stock. Price REIT had owned all the
outstanding Preferred Stock of Development since the organization of
Development until its dissolution. The Preferred Stock did not provide its
holders with any voting rights. There are no agreements, stipulations, or
other arrangements that convey any voting power or voting rights to the holder
of the Development Preferred Stock.

29. At no time did Price REIT and Development have any
common officers or directors except that on and after January 1, 1997, Messrs.
Jerald Friedman and Lawrence Kronenberg acted as two of the three directors of
Development.

30. At no time did Development pay the Company any amounts
for management services, cost sharing, payroll sharing, or any other fees of
any nature.

31. At no time did the fair market value of the Development
Preferred Stock exceed 5% of the fair market value of Price REIT's assets.

32. Neither Sol Price nor any entity in which he has a 10%
actual or Constructive ownership, including Price Enterprise, Inc. is or has
been a tenant of the Company.

33. Under The Price REIT, Inc. Dividend Reinvestment and

Share Purchase Plan, Price REIT has issued and will issue newly issued shares
to the participants, and has not purchased any stock of Price REIT in the
market.

34. As Executive Vice President, Chief Financial Officer,
Treasurer, Secretary and Director of the REIT, it is my responsibility to have
knowledge of the matters described in the above representations.

IN WITNESS WHEREOF, I have executed this Certificate on the
13th day of May, 1998.




-------------------------------------
George M. Jezek
Executive Vice President, Chief
Financial Officer, Treasurer, Secretary
and Director of the REIT

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EXHIBIT A

Definitions

"Attribution Rules": the rules of ownership described in
Section 856(h) of the Code.

"Charter": The Charter of Price REIT.

"Code": the Internal Revenue Code of 1986, as amended, from
time to time.

"Constructive" or "Constructively": constructive stock
ownership rules of Section 318 of the Code, as modified by Section 856(d)(5)
of the Code.

"Excess Noncash Income": the excess of (i) the sum of (A)
all interest, original issue discount and other income includible in income
with respect to debt instruments received upon the sale of property over the
money and fair market value of property received with respect to such
instruments and (B) income recognized upon the disposition of real estate if
there is a determination that Section 1031 of the Code (like-kind exchanges)
does not apply to the disposition and the failure to satisfy the requirements
of Section 1031 of the Code was due to reasonable cause and not willful
neglect, over (ii) five percent (5%) of REIT Taxable Income (without regard
for the deduction for dividends paid and excluding any net capital gain).

"Excess Rentals": rent payable pursuant to a Lease in an
amount that is greater than the rent that would be payable under the Lease but
for the existence of a provision obligating the Tenant to pay over all or a
portion of any rent received by that Tenant from a subtenant or assignee of
that Tenant.

"Foreclosure Property": any real property (including
Interests in Real Property), and personal property incident to such real
property, acquired by the Company as a result of the Company having bid in
such property at foreclosure, or having otherwise reduced such property to
ownership or possession by agreement or process of law, after there was
default (or default was imminent) on a lease of such property or on an
indebtedness which such property secured; provided that an election for
foreclosure property status under Section 856(e)(5) of the Code is in effect
with respect to such property and such election has not been terminated under
Section 856(e)(4) of the Code. Such term does not include property acquired by
the Company as a result of indebtedness arising from the sale or other

disposition of property of the Company which is Section 1221(1) Property which
was not originally acquired as foreclosure property.

"Interests in Real Property": includes fee ownership and
co-ownership of land or improvements thereon, leaseholders of land or
improvements thereon, options to acquire land or improvements thereon, and
options to acquire leaseholds of land or improvements thereon, but does not
include mineral, oil or gas royalty interests.

1


"Lease": any lease from which the Company derives revenue.

"Ownership Interest": in the case of a corporation, stock in
such corporation, and in the case of any other entity, any interest in the
assets or net income of such entity.

"Partnership Agreements": the partnership agreements or
operating agreements of the Partnerships.

"Person": an individual, private foundation, charitable
trust, and employee pension, profit sharing, stock bonus or supplemental
unemployment benefit trust.

"Prohibited Transaction": the sale or other disposition of
Section 1221(1) Property, other than Foreclosure Property, unless (i) the
property sold was a Real Estate Asset; (ii) the Company held the Real Estate
Asset for at least four years; (iii) the aggregate expenditures made by the
Company during the four (4) year period preceding the date of the sale which
are includible in the basis of the Real Estate Asset does not exceed thirty
percent (30%) of the net selling price of such asset; (iv) (A) during the
taxable year the Company did not make more than seven sales of property (other
than Foreclosure Property) or (B) the aggregate adjusted bases (as determined
for purposes of computing earnings and profits) of Price REIT's property
(other than Foreclosure Property) sold during the taxable year does not exceed
ten percent (10%) of the aggregate adjusted bases (as so determined) of all
the assets of Price REIT as of the beginning of the taxable year; (v) in the
case of property, which consists of land or improvements, not acquired through
foreclosure (or deed in lieu of foreclosure), or lease termination, the
Company has held the property for not less than four (4) years for production
of rental income; and (vi) if the requirement of clause (iv)(A) is not
satisfied, substantially all of the marketing and development expenditures
with respect to the property were made through an independent contractor (as
defined in paragraph 16 hereof) from whom the Company does not directly or
indirectly derive gross income (including but not limited to dividends). For
purposes of clause (iv)(B) of the preceding sentence, Price REIT will be
treated as owning its proportionate share of the adjusted bases of assets
owned by other entities in a manner consistent with that described in
paragraph 14 hereof.

"Qualified Temporary Investment Income": any income which
(i) is attributable to stock, or a bond, debenture, note, certificate or other

evidence of indebtedness (excluding any annuity contract which depends (in
whole or in substantial part) on the life expectancy of one or more
individuals, or is issued by an insurance company subject to tax under
subchapter L of the Code (1) in a transaction in which there is no
consideration other than cash or another annuity contract meeting the
requirements of this definition, (2) pursuant to the exercise of an election
under an insurance contract by a beneficiary thereof on the death of the
insured party under such contract, or (3) in a transaction involving a

qualified pension or employee benefit plan), (ii) is attributable to the
temporary investment of new capital (amounts received upon the issuance of
stock of Price REIT or upon a public offering of debt obligations of Price
REIT having maturities of at least five years) received by Price REIT and
(iii) is received or accrued during the one year period beginning on the date
Price REIT received such capital.

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"Real Estate Asset": real property (including Interests in
Real Property and interests in mortgages on real property) and shares (or
transferable certificates of beneficial interest) in other Real Estate
Investment Trusts. Such term also includes any property (not otherwise a Real
Estate Asset) attributable to the temporary investment of new capital (amounts
received upon the issuance of stock of Price REIT or upon a public offering of
debt obligations of Price REIT having maturities of at least five years), but
only if such property is stock or a debt instrument, and only for the one-year
period beginning on the date Price REIT receives such capital.

"Real Estate Investment Trust": a real estate investment
trust which meets the requirements of Sections 856 through 860 of the Code.

"REIT Taxable Income": "Real estate investment trust taxable
income" as defined in Section 857(b) of the Code, which generally equals the
taxable income of Price REIT, computed with the dividends-paid deduction as
defined in Section 561 of the Code (except that the portion of such deduction
attributable to net income from Foreclosure Property is excluded), excluding
any net income from Foreclosure Property, and computed with a deduction for
any tax imposed under Section 857(b)(5) of the Code (i.e., tax on the failure
to meet the seventy-five percent (75%) or ninety-five percent (95%) income
tests).

"Section 1221(1) Property": stock in trade of the Company or
other property of a kind which would properly be included in inventory of the
Company if on hand at the close of the taxable year, or property held by the
Company primarily for sale to customers in the ordinary course of its trade or
business.

"Tenant": any person from whom the Company derives gross
income.

"Transfer Restrictions": The restrictions on transfer of

capital stock of Price REIT as set forth in Article IX of the Charter.

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OFFICER'S CERTIFICATE FOR KIMCO REALTY
CORPORATION REGARDING THE MERGER
OF THE PRICE REIT, INC. WITH AND INTO
REIT SUB, INC., A WHOLLY-OWNED
SUBSIDIARY OF KIMCO REALTY
CORPORATION

MAY 13, 1998

This Officer's Certificate is given in connection with the opinion to be
delivered by you pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") dated as of January 13, 1998, as amended on March 5, 1998 and May
14, 1998, of The Price REIT, Inc. a Maryland corporation ("Price"), with and
into REIT Sub, Inc. ("Merger Sub"), a Maryland corporation and a wholly-owned
subsidiary of Kimco Realty Corporation ("Kimco"), a Maryland corporation. Unless
otherwise indicated, capitalized terms not defined herein have the meaning set
forth in the Merger Agreement.

I, Michael V. Pappagallo, Chief Financial Officer of Kimco, hereby
certify that, to the best of my knowledge and belief, each of the following
statements is true and correct and will be true and correct at the Effective
Time of the Merger. I understand that the following representations form the
basis of the opinions of Brown & Wood LLP and Gibson, Dunn & Crutcher LLP that
are attached as exhibits to and described in the Joint Proxy Statement and
Prospectus, included in the Registration Statement on Form S-4, relating to the
Merger (the "Merger Registration Statement"), and any change or inaccuracy in
the facts described herein could adversely alter such opinion.

1.The facts relating to the contemplated merger (the "Merger") of
Price with and into Merger Sub pursuant to the Merger Agreement,
as described in the Merger Agreement, the documents described in
the Merger Agreement and the Merger Registration Statement, are,
insofar, as such facts pertain to Kimco, true, correct and
complete in all material respects.

2.Except in the Merger, neither Kimco nor any subsidiary of Kimco
has acquired or will acquire, or has owned in the past five
years, any shares of Price Common Stock.

3.Cash payments to be made to stockholders of Price in lieu of
fractional shares of Kimco Common Stock or Kimco Class D
Depositary Shares ("Merger Consideration") that would otherwise
be issued to such stockholders in the Merger will be made for
the purpose of saving Kimco the expense and inconvenience of
issuing and transferring fractional shares of Merger
Consideration, and does not represent separately bargained for
consideration.



4.The fair market value of the Merger Consideration received by
each Price stockholder will be approximately equal to the fair
market value of the Price Common Stock surrendered in the
Merger.

5.Kimco has no plan or intention to reacquire any of the Merger
Consideration issued in the Merger.

6.Following the Merger, Kimco and/or Merger Sub will continue the
historic business of Price or will use a significant portion of
Price's historic business assets in its business.

7.Price, Kimco, Merger Sub and the stockholders of Price will pay
their respective expenses, if any, incurred in connection with
the Merger.

8.There is no intercorporate indebtedness existing between Price
and Kimco or Price and Merger Sub that was issued, acquired or
will be settled at a discount.

9. Kimco is not a corporation 50 percent or more of the value of
whose total assets are stock and securities and 80 percent or
more of the total value whose total assets are held for
investment, determined as provided in Section 368(a)(1)(F)(iii)
of the Code.

10. Kimco has owned 100 percent of the stock of Merger Sub at all
times during the period of time Merger Sub has been in
existence.

11.Kimco is not under the jurisdiction of a court in a title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the
Code.

12. Kimco will not take any position on any federal, state, or local
income or franchise tax return, or take any other action or
reporting position, that is inconsistent with the treatment of
the Merger as a reorganization within the meaning of Section
368(a) of the Code or with the representations made in this
letter, unless otherwise required by a "determination" (as
defined in Section 1313(a)(1) of the Code).

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13.The Merger Agreement represents the entire understanding of
Price, Kimco and Merger Sub with respect to the Merger.





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Michael V. Pappagallo


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