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
Suite 100
New Hyde Park, New York 11042-0020

Attention: Chairman of the Board of Directors

Dear Sirs:

We (the "Underwriter") understand that Kimco Realty Corporation, a
Maryland corporation (the "Company"), proposes to issue and sell the number
of shares of its common stock, $.01 par value per share (the "Common
Stock"), set forth below (the "Underwritten Securities"). Subject to the
terms and conditions set forth or incorporated by reference herein, we offer
to purchase the Initial Underwritten Securities (as defined in the
Underwriting Agreement referred to below) to the extent any are purchased,
at the purchase price set forth below.

The Underwritten Securities shall have the following terms:

Title of Securities: Common Stock, $.01 par value

Number of Shares: 650,000

Public offering price per share: $39.6875

Purchase price per share: $37.7075

Number of Option Securities: not authorized

Delayed Delivery Contracts: not authorized

Closing date and location: November 10, 1998; Chapman and Cutler, 111 West
Monroe Street, Chicago, IL 60603

All the provisions contained in the document attached as Annex A
hereto entitled "Kimco Realty Corporation--Common Stock, Warrants to
Purchase Common Stock, Preferred Stock and Depositary Shares--Underwriting
Agreement" 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; provided that the
reference to the registration


statement on Form S-3 (No. 333-37285) shall be deemed to refer to both the
registration statement on Form S-3 (No. 333-37285) and the registration
statement on Form S-3 (No. 333-61303). Terms defined in such document are
used herein as therein defined.

Please accept this offer 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,

Edward D. Jones & Co., L.P.

By /s/ T. William Hizar, Jr.
-----------------------------
Name: T. William Hizar, Jr.
Title: Principal

Accepted:

Kimco Realty Corporation

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