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                                                            August 30, 2024

Joel H. Trotter
Partner, Latham & Watkins LLP
KIMCO REALTY CORP
555 Eleventh Street, NW
Suite 1000
Washington, DC 20004

        Re: KIMCO REALTY CORP
            Schedule TO-C filed August 22, 2024
            SEC File No. 5-42000
Dear Joel H. Trotter:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.
Defined terms used here have the same meaning as in the offer materials.

Schedule TO-C filed August 22, 2024
Cover Page

1.      We note the following statement on the cover page: "The consideration
for each Security
        tendered and accepted for purchase will equal $ , plus accrued and
unpaid dividends, if
        any, for the period from and including the last dividend payment date,
to, but not
        including, the Settlement Date (the 'Offer Price')." The term
"Settlement Date" is defined
        on page 7 of the Offer to Purchase to mean the date the Company pays
for tendered
        securities. Thus, it appears that dividends that may accrue after the
Expiration Date and
        through the Settlement Date could result in a change to the Offer
consideration. Please
        revise the disclosure here and throughout the Offer to Purchase,
consistent with our view
        that any change to the Offer Price can occur only before the Expiration
Date, and may
        require an extension of the offering period under Rule 14e-1(b), or
advise.
 August 30, 2024
Page 2

Purpose of and Reasons for the Offer and Consent Solicitation, page 9

2.     Please explain the reasons for the timing of the Offer and Consent
Solicitation. See Item 7
       of Schedule 13E-3 and Item 1013(c) of Regulation M-A.
Potential Effects on Holders of Securities, page 10

3.     The first paragraph in this section lists as a potential effect of the
Offer and the Consent
       Solicitation that "tendering holders of Securities will receive a
purchase price that
       represents a premium... over recent market prices." Revise to note that
since the
       redemption may not occur until at least mid-2025, if at all, there is no
guarantee that the
       purchase price in the redemption will represent a premium to the market
price at that time.
       If you do not believe this is likely. explain the basis for your belief
in the revised Offer to
       Purchase.
Fairness of the Offer and Consent Solicitation, page 13

4.     We note the disclosure in the first bullet point on page 14 that the
Offer Price was "based
       on price discovery efforts conducted by the Company to determine
indicative levels of
       interest in the Offer." In an appropriate part of the Offer to Purchase,
expand to discuss
       who conducted the price discovery efforts, including whether they were
conducted by a
       financial advisor or other third party on the Company's behalf, when
they were conducted,
       and how.
Factors Considered, page 14

5.     The introductory paragraph of this section states that the Board of
Directors has
       determined that both the Offer and the Consent Solicitation are fair to
unaffiliated holders
       of the Securities. However, it is not clear how the factors that follow
and that were
       considered by the Board support the fairness determination as it relates
to the Consent
       Solicitation. For example, even if the Company receives the Requisite
Approvals, it may
       choose not to redeem the Class N Preferred and any redemption will be
delayed for a
       significant period, at which time the Offer Price may no longer
represent a premium to the
       trading price of the Class N Preferred. Please revise to discuss more
specifically how the
       Board considered and analyzed the fairness of the Consent Solicitation
specifically.
6.     Refer to the condition listed in the seventh bullet point in this
section on page 14 of the
       Offer to Purchase. Expand to identify the "various developments" and
"certain selected
       market indices" to which the Board compared the year-to-date historical
trading yields
       and prices of the Securities. Provide additional detail about this
comparison and how it
       supports the Board's fairness determination.
7.     Refer to the eighth bullet point in this section. Identify the "selected
public REITs that
       have certain characteristics in common with the Company," and expand to
explain the
       specific ways in which the Board used this comparison to arrive at its
fairness
       determination.
Approval from Holders of Securities, page 15

8.     Refer to the following statement on page 16 of the Offer to Purchase:
"Should the
       Company elect to waive the receipt of the Requisite Preferred
Shareholder Consents as a
       condition to the Offer, the Company may accept for purchase any
Securities validly
 August 30, 2024
Page 3

       tendered (and not subsequently withdrawn) in the Offer on or prior to
the Expiration Date
       without obtaining the approval of any unaffiliated holders of
Securities." If you waive the
       requirement that two-thirds of the Class N Preferred holders provide
consents by
       tendering into the Offer, it appears that the subsequent redemption of
any remaining
       Securities could not occur, and that the deregistration and delisting of
the Class N
       Preferred would be less likely to result. In addition, the current
fairness determination
       addresses both the fairness of the Offer price and the Consent
Solicitation, which
       currently includes the two-thirds consent requirement. Please confirm
that if this Offer
       condition is waived, the Company will extend the Offer period and
disseminate revised
       disclosure addressing the impact of this change.
Conditions of the Offer and Consent Solicitation, page 23

9.     Please revise to more clearly state that the minimum acceptance
condition in this Offer is
       effectively the tender of two-thirds of the outstanding Class N
Preferred Stock. The
       reference to the defined term "Requisite Preferred Shareholder Consents"
on page 24 in
       this section is not clear.
General

10.    We note that the Company cannot redeem any Class N Preferred Stock that
remains
       outstanding after the Offer unless Common Stock holders of the Company
also approve
       the redemption. We further note the disclosure that the Company intends
to solicit
       approval for redemption from Common Stock holders in connection with its
2025 annual
       meeting, and that any redemption of remaining Class N Preferred can
occur only after
       such approval is received. Please advise in your response letter whether
a subsequent
       redemption of the Class N Preferred shares would itself be subject to
Rule 13e-3.
11.    We note that the Company may but will not be obligated to redeem any
Class N Preferred
       not purchased in the Offer, if it receives the Requisite Approvals. In
an appropriate part(s)
       of the Offer to Purchase, discuss how the Company will decide whether or
not to redeem
       any remaining Class N Preferred. This discussion should explain the
factors upon which
       the Company will make this decision, the circumstances under which it
would opt not to
       redeem, and how then-current trading prices of either the Class N
Preferred or Common
       Stock would factor into the Company's decision.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to Christina Chalk at 202-551-3263.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Mergers &
Acquisitions
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