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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Atlantic Realty Trust
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(Name of Issuer)
Common Shares of Beneficial Interest, Par Value $.01 Per Share
___________________________
(Title of Class of Securities)
048798-10-2
(CUSIP Number)
Milton Cooper
Kimco Realty Corporation
3333 New Hyde Park Road
New Hyde Park, NY 11042-0020
(516) 869-9000
______________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Erica H. Steinberger, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 90022-4802
July 1, 1996
__________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is subject of this Schedule
13D, and is filing this statement because of Rule 13d-1(b)(3) or
(4), check the following box: [ ]
Check the following box if a fee is being paid with the statement: / /
Page 1 of 7 Pages
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Page 2 of 7
SCHEDULE 13D
CUSIP No. 048798-10-2
1. Name of Reporting Person
Kimco Realty Corporation
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Maryland
7. Sole Voting Power
301,508
Number of
Shares 8. Shared Voting Power
Beneficially None
Owned By
Reporting 9. Sole Dispositive Power
Person 301,508
With
10. Shared Dispositive Power
None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
301,508
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
[ X ]
13. Percent of Class Represented by Amount in Row (11)
8.5%
14. Type of Reporting Person
CO
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SCHEDULE 13D
CUSIP No. 048798-10-2
1. Name of Reporting Person
Milton Cooper
2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
U.S.A.
7. Sole Voting Power
29,824
Number of
Shares 8. Shared Voting Power
Beneficially 3,127
Owned By
Reporting 9. Sole Dispositive Power
Person 29,824
With
10. Shared Dispositive Power
3,127
11. Aggregate Amount Beneficially Owned by Each Reporting Person
32,951
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ X ]
13. Percent of Class Represented by Amount in Row (11)
.9%
14. Type of Reporting Person
IN
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Page 4 of 7
Kimco Realty Corporation, a Maryland corporation
("Kimco"), and Milton Cooper hereby amend and supplement their
Schedule 13D originally filed on May 24, 1996, relating to the
common shares of beneficial interest, par value $.01 per share
(the "Shares"), of Atlantic Realty Trust, a Maryland corporation
(the "Company"), as follows:
Item 3. Source and Amount of Funds or Other Consideration.
Kimco acquired 72,771 Shares, as a result of the
distribution (the "Distribution") by RPS Realty Trust ("RPS"),
effective May 13, 1996, of Shares to holders of shares of
beneficial interest, par value $.10 per share ("RPS Shares"), of
RPS in the ratio of one Share for every eight RPS Shares held on
the record date for the Distribution (before taking into account
a reverse stock split of RPS shares which occurred immediately
prior to the Distribution). As previously reported, Kimco
acquired an additional 193,137 Shares in open market purchases,
the funds for which were obtained from its working capital.
Subsequent to the original filing of the Schedule 13D, Kimco
acquired an additional 35,600 shares, the funds for which were
obtained from its working capital.
Item 5. Interest in Securities of the Issuer.
(a) Kimco beneficially owns an aggregate of 301,508
Shares, or approximately 8.5% of the outstanding Shares (based on
3,561,552 Shares reported by the Company to be outstanding in the
Company's Quarterly Report on Form 10-Q for the Period Ended
March 31, 1996).
(c) Schedule I attached hereto sets forth all
transactions in Shares effected by or for the account of Kimco
since the original Schedule 13D filing and hereby amends Part 2
of Schedule I attached thereto.
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Schedule I
Date Acquired # of Shares Price Per
------------- ----------- ---------
Share
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5/24/96 3,600 7.8742
5/29/96 800 7.935
5/30/96 700 8.03
5/31/96 200 7.935
6/3/96 200 8.185
6/4/96 1,100 8.185
6/5/96 8,300 8.19
6/6/96 1,300 8.185
6/10/96 2,900 8.185
6/17/96 400 8.435
6/18/96 200 8.435
6/19/96 300 8.435
6/20/96 200 8.435
6/21/96 5,000 8.435
6/24/96 400 8.435
6/25/96 3,500 8.435
6/26/96 200 8.435
6/27/96 3,800 8.435
6/28/96 700 8.435
7/1/96 1,800 8.435
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35,600
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SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
KIMCO REALTY CORPORATION
By:/s/ Milton Cooper
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Name:Milton Cooper
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Title:Chairman and Chief Executive Officer
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Dated:July 3, 1996
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
/s/ Milton Cooper
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MILTON COOPER
Dated:July 3, 1996
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