FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * COOPER MILTON   2. Issuer Name and Ticker or Trading Symbol KIMCO REALTY CORP [KIM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O KIMCO REALTY CORP, 3333 NEW HYDE PARK RD STE 100 3. Date of Earliest Transaction (Month/Day/Year) 02/13/2013 (Street) HYDER PARK, NY 11042 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/13/2013   M   35,924 (1) (2) A $ 0 9,841,863 D   Common Stock 02/13/2013   A   12,300 (3) A $ 0 9,854,163 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Shares

$ 0

02/13/2013

M

35,924

12/31/2012

12/31/2012

Common Stock

35,924

$ 0

17,376

D

Performance Shares

$ 0

02/13/2013

D

17,376 (1)

12/31/2012

12/31/2012

Common Stock

17,376

$ 0

0

D

Performance Shares

$ 0

02/13/2013

A

49,200 (4)

12/31/2013(5)

12/31/2013

Common Stock

49,200

$ 0

49,200

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COOPER MILTON C/O KIMCO REALTY CORP 3333 NEW HYDE PARK RD STE 100 HYDER PARK, NY 11042	X		Executive Chairman

Signatures

/s/ Milton Cooper		02/15/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On February 16, 2012 the reporting person was granted a total of 53,300 performance shares, providing for the grant of shares of restricted stock in 2013 based on the Company's total stockholder return in 2012 relative to the Company's peer group and National Association of Real Estate Investment Trust Retail peers. Based on these performance criteria for 2012, the reporting person was granted 35,924 shares of restricted stock and 17,376 performance shares were cancelled by the Company.
(2)	These shares vest 1/3 per year in 2014, 2015 and 2016.
(3)	The shares issued are Restricted Stock. These shares vest 1/4 per year in 2014, 2015, 2016 and 2017.
(4)	Each performance share award provides for the grant of restricted stock in the year following the performance year based on the Company's total stockholder return in the performance year relative to the Company's peer Group and the National Association of Real Estate Investment Trust Retail peers.
(5)	The Company's Executive Compensation Committee will determine the amount of the performance shares vested after the performance year ends on 12/31/2013.

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