U.S. TERMS AGREEMENT

KIMCO REALTY CORPORATION
(a Maryland corporation)

Common Stock

TERMS AGREEMENT


Dated: November 4, 1998

To: Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, New York 11042-0020

Attention: Chairman of the Board of Directors

Dear Sirs:

We understand that Kimco Realty Corporation, a Maryland corporation
(the "Company"), proposes to issue and sell 170,000 shares of its common stock
(the "Common Stock") , $.01 par value per share (the "Underwritten
Securities"). Subject to the terms and conditions set forth or incorporated by
reference herein, Jefferies & Company, Inc. (the "Underwriter") offers to
purchase all of the Underwritten Securities at the purchase price set forth
below.

The Underwritten Securities shall have the following terms:

Title of Securities: Common Stock, $.01 par value per share
Number of Shares: 170,000
Purchase price per share: $38.8975
Number of Option Securities: Not Applicable
Delayed Delivery Contracts: Not authorized
Closing date and location: November 10, 1998
Brown & Wood LLP
One World Trade Center
New York, New York 10048

All of the provisions contained in the Underwriting Agreement
attached as Annex A hereto are hereby incorporated by reference in their
entirety herein and shall be deemed to be a part of this Terms Agreement to
the same extent as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined.



Please accept this offer no later than 7:00 P.M. (New York City time)
on November 4, 1998 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.

Very truly yours,

JEFFERIES & COMPANY, INC.


By: /s/ Robert M. Werle
----------------------------
Name: Robert M. Werle
Title: Managing Director

Accepted:

KIMCO REALTY CORPORATION

By: /s/ Michael V. Pappagallo
---------------------------
Name: Michael V. Pappagallo
Title: VP/CFO


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