<PAGE>

 
  As filed with the Securities and Exchange Commission on October 1, 1998
                                                     Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             --------------------

                                   Form S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                             --------------------

                       NEW PLAN EXCEL REALTY TRUST, INC.
            (Exact name of registrant as specified in its charter)

                Maryland                              33-0160389
        (State of incorporation)         (I.R.S. Employer Identification No.)


      1120 Avenue of the Americas
           New York, New York                            10036
(Address of principal executive offices)               (Zip Code)

                              --------------------

          1993 Stock Option Plan of New Plan Excel Realty Trust, Inc.
                            (Full title of the plan)

                              --------------------

                                 Arnold Laubich
                            Chief Executive Officer
                       New Plan Excel Realty Trust, Inc.
                          1120 Avenue of the Americas
                           New York, New York  10036
                    (Name and address of agent for service)

                             ---------------------

                                 (212) 869-3000
         (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                                Calculation of Registration Fee
============================================================================================================================
Title of Securities                 Amount to be           Proposed Maximum         Proposed Maximum            Amount of
to be Registered                   Registered (1)           Offering Price             Aggregate               Registration
                                                            Per Share (2)          Offering Price (2)           Fee (2)(3)
----------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                      <C>                     <C>                         <C>
Common Stock, par value $.01      4,000,000 Shares              $22.11                 $88,440,000              $23,640.91
 per share
============================================================================================================================
</TABLE>

(1) Includes 420,843 shares of Common Stock previously registered on Form S-8
File No. 333-13481 and carried forward hereto. Also includes stock purchase
rights. Prior to the occurrence of certain events, these rights will not be
exercisable or evidenced separately from the Common Stock.

(2) Estimated solely for the purpose of registration fee. Pursuant to Rule
457(c), the offering price and registration fee are computed on the basis of the
average of the high and low prices of the Registrant's Shares, as reported on
the New York Stock Exchange Composite Transaction on September 25, 1998.

(3) Excludes registration fee of $2,448.89, which was previously paid with 
respect to 420,843 shares of Common Stock carried forward from Registration 
Statement No. 333-13481.
<PAGE>
 
                                    PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

     The following documents filed by New Plan Excel Realty Trust, Inc. ("Excel"
or "Registrant") or New Plan Realty Trust ("New Plan") with the Securities and
Exchange Commission ("Commission"), are specifically incorporated herein by
reference:

     (i)     Joint Proxy Statement/Prospectus dated August 12, 1998, contained
             in Registration Statement on Form S-4, filed by Excel with the
             Commission on August 11, 1998 (file number 333-61131);

     (ii)    Annual Report of Excel on Form 10-K for the year ended December 31,
             1997;

     (iii)   Annual Report of New Plan on Form 10-K for the year ended July 31,
             1997;

     (iv)    Quarterly Report of Excel on Form 10-Q for the three-month period
             ended March 31, 1998 and June 30, 1998;

     (v)     Quarterly Report of New Plan on Form 10-Q for the three-month
             period ended October 31, 1997, January   31, 1998 and April 30,
             1998;

     (vi)    Current Reports of Excel on Form 8-K filed January 14, 1998, April 
             2, 1998, May 22, 1998, May 28, 1998 and July 14, 1998;

     (vii)   Current Reports of New Plan on Form 8-K filed July 31, 1997,
             September 19, 1997, January 23, 1998, April 24, 1998, May 19, 1998,
             May 22, 1998 and August 13, 1998;

     (viii)  the description of common stock of Excel contained in Registration
             Statement on Form 8-A, filed by Excel with the Commission on July
             30, 1993 (file number 112244); and

     (ix)    the description of stock purchase rights contained in Registration
             Statement on Form 8-A, filed by Excel with the Commission on May
             22, 1998 (file number 112244).

     All documents filed subsequent to the filing date of this Registration
Statement with the Commission by the Registrant pursuant to Section 13(a),
13(c),14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold, or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be incorporated by reference herein modifies or supersedes such prior
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement except as indicated herein.

Item 6.  Indemnification of Directors and Officers

     The Registrant's charter and bylaws require the Registrant to indemnify
its directors, officers and certain other persons to the fullest extent
permitted from time to time by Maryland law. The Maryland General Corporation
Law permits a corporation to indemnify its directors, officers and certain other
persons against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their service to or at the request of the corporation,
unless it is established that the act or omission of the indemnified party was

                                       1
<PAGE>
 
material to the matter giving rise to the proceedings and (i) was committed in
bad faith or was the result of active and deliberate dishonesty, (ii) the
indemnified party actually received an improper personal benefit or (iii) in the
case of any criminal proceeding the indemnified party had reasonable cause to
believe that the act or omission was unlawful. Indemnification may be made
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by the director or officer in connection with the proceeding;
provided, however, that if the proceeding is one by or in the right of the
corporation, indemnification may not be made with respect to any proceeding in
which the director or officer has been adjudged to be liable to the corporation.
In addition, a director or officer may not be indemnified with respect to any
proceeding charging improper personal benefit to the director or officer in
which the director or officer was adjudged to be liable on the basis that
personal benefit was improperly received. The termination of any proceeding by
conviction, or upon a plea of nolo contendere or its equivalent, or an entry of
any order of probation prior to judgment, creates a rebuttable presumption that
the director or officer did not meet the requisite standard of conduct required
for indemnification to be permitted. It is the position of the Commission that
indemnification of directors and officers for liabilities arising under the
Securities Act is against public policy as expressed in the Securities Act and
is therefore unenforceable.

Item 8.   Exhibits

     Exhibit
     Number                         Description
     ------                         -----------

     4.1       1993 Stock Option Plan of New Plan Excel Realty Trust, Inc., as
               amended.

     4.2       Articles of Amendment and Restatement, incorporated by reference
               to Amendment No. 1 to the Registrant's Registration Statement on 
               Form S-3 filed with the Commission on May 25, 1995, file number
               33-59195.

     4.3       Articles Supplementary (Series A Preferred Stock), incorporated
               by reference to the Registrant's Current Report on Form 8-K filed
               with the Commission on February 7, 1997.

     4.4       Articles Supplementary (Series B Preferred Stock), incorporated
               by reference to the Registrant's Current Report on Form 8-K filed
               with the Commission on January 14, 1998.

     4.5       Stockholder Rights Agreement, dated as of May 15, 1998 between
               Excel Realty Trust, Inc. and BankBoston, N.A., which includes the
               form of Articles Supplementary of the Series C Preferred Stock as
               Exhibit A, the form of Right Certificate as Exhibit B and the
               Summary of Rights to Purchase Preferred Shares as Exhibit C,
               incorporated by reference to the Registrant's Registration
               Statement on Form 8-A filed with the Commission on May 22, 1998,
               file number 112234.

     4.6       Articles of Amendment, incorporated by reference to the 
               Registrant's Registration Statement on Form S-3 filed with the
               Commission on October 1, 1998.

     4.7       Articles Supplementary (Series D Preferred Stock), incorporated
               by reference to the Registrant's Registration Statement on Form 
               S-3 filed with the Commission on October 1, 1998.

     4.8       Amended and Restated Bylaws, incorporated by reference to the 
               Registrant's Registration Statement on Form S-3 filed with the
               Commission on October 1, 1998.

     5.1       Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the
               legality of the Shares to be registered.

     23.1      Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in
               Exhibit 5.1).

     23.2      Consent of PricewaterhouseCoopers LLP.

                                       2
<PAGE>
 
Item 9.  Undertakings.

(i)     The undersigned Registrant hereby undertakes:

        (a)  to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

        (1)  to include any prospectus required by Section 10(a)(3) of the
        Securities Act;

        (2)  to reflect in the prospectus any facts or events arising after the
        effective date of this Registration Statement (or the most recent post-
        effective amendment hereof) which, individually or in the aggregate
        represent a fundamental change in the information set forth in this
        Registration Statement; and

        (3)  to include any material information with respect to the plan of
        distribution not previously disclosed in this Registration Statement or
        any material change to such information in this Registration Statement;
        and 

        provided, however, that paragraphs (1) and (2) above will not apply if
        the information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
        that are incorporated by reference in this Registration Statement; and

        (b)  that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

        (c)  to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(ii)    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(iii)   Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       3
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 28th day of
September, 1998.

                                        NEW PLAN EXCEL REALTY TRUST, INC.


                                        By: /s/ Arnold Laubich
                                            -------------------------------
                                            Arnold Laubich
                                            Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
 
Signature                       Title                         Date
---------                       -----                         ----
<C>                             <S>                           <C>


/s/ William Newman              Chairman of the Board         September 28, 1998
----------------------------
       William Newman


/s/ Arnold Laubich              Chief Executive Officer       September 28, 1998
----------------------------    and Director (Principal 
       Arnold Laubich           Executive Officer)            


/s/ Gary B. Sabin               President and Director        September 28, 1998
----------------------------
       Gary B. Sabin


/s/ James M. Steuterman         Executive Vice President,     September 28, 1998
----------------------------    Co-Chief Operating Officer
    James M. Steuterman         and Director                  


/s/ Richard B. Muir             Executive Vice President,     September 28, 1998
----------------------------    Co-Chief Operating Officer 
      Richard B. Muir           and Director                  


/s/ David A. Lund               Chief Financial Officer       September 28, 1998
----------------------------    (Principal Financial and
       David A. Lund            Accounting Officer)           


/s/ Dean Bernstein              Senior Vice President -       September 28, 1998
----------------------------    Finance and Multifamily
       Dean Bernstein           and Director                  

</TABLE>


                                       4
<PAGE>


<TABLE>
<CAPTION>
 
Signature                       Title                         Date
---------                       -----                         ----
<C>                             <S>                           <C>


/s/ Raymond A. Bottorf          Director                      September 28, 1998
----------------------------                                          
     Raymond A. Bottorf


/s/ Norman Gold                 Director                      September 28, 1998
----------------------------
        Norman Gold


/s/ Melvin Newman               Director                      September 28, 1998
----------------------------
       Melvin Newman


                                Director                      September __, 1998
----------------------------
        John Wetzler


/s/ Gregory White               Director                      September 28, 1998
----------------------------
       Gregory White


/s/ Boyd A. Lindquist           Director                      September 28, 1998
----------------------------
     Boyd A. Lindquist


                                Director                      September __, 1998
----------------------------
   Robert E. Parsons, Jr.


/s/ Bruce A. Staller            Director                      September 28, 1998
----------------------------
      Bruce A. Staller


/s/ John H. Wilmot              Director                      September 28, 1998
----------------------------
       John H. Wilmot

</TABLE>



                                       5

<PAGE>
 
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit
Number    Description                                                       Page
-------   -----------                                                       ----
<C>       <S>                                                               <C>

  4.1     1993 Stock Option Plan of New Plan Excel Realty Trust, Inc.,
          as amended .....................................................   8

  4.2     Articles of Amendment and Restatement, incorporated by 
          reference to Amendment No. 1 to the Registrant's Registration
          Statement on Form S-3 filed with the Commission on May 25, 
          1995, file number 33-59195.

  4.3     Articles Supplementary (Series A Preferred Stock), incorporated 
          by reference to the Registrant's Current Report on Form 8-K filed
          with the Commission on February 7, 1997.

  4.4     Articles Supplementary (Series B Preferred Stock), incorporated 
          by reference to the Registrant's Current Report on Form 8-K filed
          with the Commission on January 14, 1998.

  4.5     Stockholder Rights Agreement, dated as of May 15, 1998 between
          Excel Realty Trust, Inc. and BankBoston, N.A., which includes
          the form of Articles Supplementary of the Series C Preferred
          Stock as Exhibit A, the form of Right Certificate as Exhibit B
          and the Summary of Rights to Purchase Preferred Shares as
          Exhibit C, incorporated by reference to the Registrant's 
          Registration Statement on Form 8-A filed with the Commission
          on May 22, 1998, file number 112234.

  4.6     Articles of Amendment, incorporated by reference to the 
          Registrant's Registration Statement on Form S-3 filed with 
          the Commission on October 1, 1998.

  4.7     Articles Supplementary (Series D Preferred Stock), incorporated 
          by reference to the Registrant's Registration Statement on 
          Form S-3 filed with the Commission on October 1, 1998.

  4.8     Amended and Restated Bylaws, incorporated by reference to the
          Registrant's Registration Statement on Form S-3 filed with the
          Commission on October 1, 1998.

  5.1     Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the
          legality of the Shares to be registered ........................   22

 23.1     Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in
          Exhibit 5.1).

 23.2     Consent of PricewaterhouseCoopers LLP ..........................   26

</TABLE>


                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21780}]
{"company-data": {"conformed-name": "EXCEL REALTY TRUST INC", "cik": "0000798288", "assigned-sic": "6798", "irs-number": "330160389", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65223", "film-number": "98719801"}, "business-address": {"street1": "16955 VIA DEL CAMPO STE 100", "city": "SAN DIEGO", "state": "CA", "zip": "92127", "phone": "6194859400"}, "mail-address": {"street1": "16955 VIA DEL CAMPO SUITE 100", "city": "SAN DIEGO", "state": "CA", "zip": "92127"}, "former-company": [{"former-conformed-name": "EXCEL REALTY TRUST INC", "date-changed": "19920703"}, {"former-conformed-name": "EXCEL REALTY ADVISORS INC", "date-changed": "19900514"}, {"former-conformed-name": "INVESTORS REALTY TRUST INC", "date-changed": "19890612"}]}
As filed with the Securities and Exchange Commission on October 1, 1998
                                                     Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                             --------------------

                                   Form S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                             --------------------

                       NEW PLAN EXCEL REALTY TRUST, INC.
            (Exact name of registrant as specified in its charter)

                Maryland                              33-0160389
        (State of incorporation)         (I.R.S. Employer Identification No.)

      1120 Avenue of the Americas
           New York, New York                            10036
(Address of principal executive offices)               (Zip Code)

                              --------------------

          1993 Stock Option Plan of New Plan Excel Realty Trust, Inc.
                            (Full title of the plan)

                              --------------------

                                 Arnold Laubich
                            Chief Executive Officer
                       New Plan Excel Realty Trust, Inc.
                          1120 Avenue of the Americas
                           New York, New York  10036
                    (Name and address of agent for service)

                             ---------------------

                                 (212) 869-3000
         (Telephone number, including area code, of agent for service)
Calculation of Registration Fee
============================================================================================================================
Title of Securities                 Amount to be           Proposed Maximum         Proposed Maximum            Amount of
to be Registered                   Registered (1)           Offering Price             Aggregate               Registration
                                                            Per Share (2)          Offering Price (2)           Fee (2)(3)
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01      4,000,000 Shares              $22.11                 $88,440,000              $23,640.91
 per share
============================================================================================================================
(1) Includes 420,843 shares of Common Stock previously registered on Form S-8
File No. 333-13481 and carried forward hereto. Also includes stock purchase
rights. Prior to the occurrence of certain events, these rights will not be
exercisable or evidenced separately from the Common Stock.

(2) Estimated solely for the purpose of registration fee. Pursuant to Rule
457(c), the offering price and registration fee are computed on the basis of the
average of the high and low prices of the Registrant's Shares, as reported on
the New York Stock Exchange Composite Transaction on September 25, 1998.

(3) Excludes registration fee of $2,448.89, which was previously paid with 
respect to 420,843 shares of Common Stock carried forward from Registration 
Statement No. 333-13481.
PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

     The following documents filed by New Plan Excel Realty Trust, Inc. ("Excel"
or "Registrant") or New Plan Realty Trust ("New Plan") with the Securities and
Exchange Commission ("Commission"), are specifically incorporated herein by
reference:

     (i)     Joint Proxy Statement/Prospectus dated August 12, 1998, contained
             in Registration Statement on Form S-4, filed by Excel with the
             Commission on August 11, 1998 (file number 333-61131);

     (ii)    Annual Report of Excel on Form 10-K for the year ended December 31,
             1997;

     (iii)   Annual Report of New Plan on Form 10-K for the year ended July 31,
             1997;

     (iv)    Quarterly Report of Excel on Form 10-Q for the three-month period
             ended March 31, 1998 and June 30, 1998;

     (v)     Quarterly Report of New Plan on Form 10-Q for the three-month
             period ended October 31, 1997, January   31, 1998 and April 30,
             1998;

     (vi)    Current Reports of Excel on Form 8-K filed January 14, 1998, April 
             2, 1998, May 22, 1998, May 28, 1998 and July 14, 1998;

     (vii)   Current Reports of New Plan on Form 8-K filed July 31, 1997,
             September 19, 1997, January 23, 1998, April 24, 1998, May 19, 1998,
             May 22, 1998 and August 13, 1998;

     (viii)  the description of common stock of Excel contained in Registration
             Statement on Form 8-A, filed by Excel with the Commission on July
             30, 1993 (file number 112244); and

     (ix)    the description of stock purchase rights contained in Registration
             Statement on Form 8-A, filed by Excel with the Commission on May
             22, 1998 (file number 112244).

     All documents filed subsequent to the filing date of this Registration
Statement with the Commission by the Registrant pursuant to Section 13(a),
13(c),14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold, or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be incorporated by reference herein modifies or supersedes such prior
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement except as indicated herein.

Item 6.  Indemnification of Directors and Officers

     The Registrant's charter and bylaws require the Registrant to indemnify
its directors, officers and certain other persons to the fullest extent
permitted from time to time by Maryland law. The Maryland General Corporation
Law permits a corporation to indemnify its directors, officers and certain other
persons against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their service to or at the request of the corporation,
unless it is established that the act or omission of the indemnified party was

                                       1
material to the matter giving rise to the proceedings and (i) was committed in
bad faith or was the result of active and deliberate dishonesty, (ii) the
indemnified party actually received an improper personal benefit or (iii) in the
case of any criminal proceeding the indemnified party had reasonable cause to
believe that the act or omission was unlawful. Indemnification may be made
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by the director or officer in connection with the proceeding;
provided, however, that if the proceeding is one by or in the right of the
corporation, indemnification may not be made with respect to any proceeding in
which the director or officer has been adjudged to be liable to the corporation.
In addition, a director or officer may not be indemnified with respect to any
proceeding charging improper personal benefit to the director or officer in
which the director or officer was adjudged to be liable on the basis that
personal benefit was improperly received. The termination of any proceeding by
conviction, or upon a plea of nolo contendere or its equivalent, or an entry of
any order of probation prior to judgment, creates a rebuttable presumption that
the director or officer did not meet the requisite standard of conduct required
for indemnification to be permitted. It is the position of the Commission that
indemnification of directors and officers for liabilities arising under the
Securities Act is against public policy as expressed in the Securities Act and
is therefore unenforceable.

Item 8.   Exhibits

     Exhibit
     Number                         Description
     ------                         -----------

     4.1       1993 Stock Option Plan of New Plan Excel Realty Trust, Inc., as
               amended.

     4.2       Articles of Amendment and Restatement, incorporated by reference
               to Amendment No. 1 to the Registrant's Registration Statement on 
               Form S-3 filed with the Commission on May 25, 1995, file number
               33-59195.

     4.3       Articles Supplementary (Series A Preferred Stock), incorporated
               by reference to the Registrant's Current Report on Form 8-K filed
               with the Commission on February 7, 1997.

     4.4       Articles Supplementary (Series B Preferred Stock), incorporated
               by reference to the Registrant's Current Report on Form 8-K filed
               with the Commission on January 14, 1998.

     4.5       Stockholder Rights Agreement, dated as of May 15, 1998 between
               Excel Realty Trust, Inc. and BankBoston, N.A., which includes the
               form of Articles Supplementary of the Series C Preferred Stock as
               Exhibit A, the form of Right Certificate as Exhibit B and the
               Summary of Rights to Purchase Preferred Shares as Exhibit C,
               incorporated by reference to the Registrant's Registration
               Statement on Form 8-A filed with the Commission on May 22, 1998,
               file number 112234.

     4.6       Articles of Amendment, incorporated by reference to the 
               Registrant's Registration Statement on Form S-3 filed with the
               Commission on October 1, 1998.

     4.7       Articles Supplementary (Series D Preferred Stock), incorporated
               by reference to the Registrant's Registration Statement on Form 
               S-3 filed with the Commission on October 1, 1998.

     4.8       Amended and Restated Bylaws, incorporated by reference to the 
               Registrant's Registration Statement on Form S-3 filed with the
               Commission on October 1, 1998.

     5.1       Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the
               legality of the Shares to be registered.

     23.1      Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in
               Exhibit 5.1).

     23.2      Consent of PricewaterhouseCoopers LLP.

                                       2
Item 9.  Undertakings.

(i)     The undersigned Registrant hereby undertakes:

        (a)  to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

        (1)  to include any prospectus required by Section 10(a)(3) of the
        Securities Act;

        (2)  to reflect in the prospectus any facts or events arising after the
        effective date of this Registration Statement (or the most recent post-
        effective amendment hereof) which, individually or in the aggregate
        represent a fundamental change in the information set forth in this
        Registration Statement; and

        (3)  to include any material information with respect to the plan of
        distribution not previously disclosed in this Registration Statement or
        any material change to such information in this Registration Statement;
        and 

        provided, however, that paragraphs (1) and (2) above will not apply if
        the information required to be included in a post-effective amendment by
        those paragraphs is contained in periodic reports filed by the
        Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
        that are incorporated by reference in this Registration Statement; and

        (b)  that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

        (c)  to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

(ii)    The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(iii)   Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 28th day of
September, 1998.

                                        NEW PLAN EXCEL REALTY TRUST, INC.

                                        By: /s/ Arnold Laubich
                                            -------------------------------
                                            Arnold Laubich
                                            Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                       Title                         Date
---------                       -----                         ----
/s/ William Newman              Chairman of the Board         September 28, 1998
----------------------------
       William Newman

/s/ Arnold Laubich              Chief Executive Officer       September 28, 1998
----------------------------    and Director (Principal 
       Arnold Laubich           Executive Officer)            

/s/ Gary B. Sabin               President and Director        September 28, 1998
----------------------------
       Gary B. Sabin

/s/ James M. Steuterman         Executive Vice President,     September 28, 1998
----------------------------    Co-Chief Operating Officer
    James M. Steuterman         and Director                  

/s/ Richard B. Muir             Executive Vice President,     September 28, 1998
----------------------------    Co-Chief Operating Officer 
      Richard B. Muir           and Director                  

/s/ David A. Lund               Chief Financial Officer       September 28, 1998
----------------------------    (Principal Financial and
       David A. Lund            Accounting Officer)           

/s/ Dean Bernstein              Senior Vice President -       September 28, 1998
----------------------------    Finance and Multifamily
       Dean Bernstein           and Director
4
Signature                       Title                         Date
---------                       -----                         ----
/s/ Raymond A. Bottorf          Director                      September 28, 1998
----------------------------                                          
     Raymond A. Bottorf

/s/ Norman Gold                 Director                      September 28, 1998
----------------------------
        Norman Gold

/s/ Melvin Newman               Director                      September 28, 1998
----------------------------
       Melvin Newman

                                Director                      September __, 1998
----------------------------
        John Wetzler

/s/ Gregory White               Director                      September 28, 1998
----------------------------
       Gregory White

/s/ Boyd A. Lindquist           Director                      September 28, 1998
----------------------------
     Boyd A. Lindquist

                                Director                      September __, 1998
----------------------------
   Robert E. Parsons, Jr.

/s/ Bruce A. Staller            Director                      September 28, 1998
----------------------------
      Bruce A. Staller

/s/ John H. Wilmot              Director                      September 28, 1998
----------------------------
       John H. Wilmot
5
INDEX TO EXHIBITS
Exhibit
Number    Description                                                       Page
-------   -----------                                                       ----
4.1     1993 Stock Option Plan of New Plan Excel Realty Trust, Inc.,
          as amended .....................................................   8

  4.2     Articles of Amendment and Restatement, incorporated by 
          reference to Amendment No. 1 to the Registrant's Registration
          Statement on Form S-3 filed with the Commission on May 25, 
          1995, file number 33-59195.

  4.3     Articles Supplementary (Series A Preferred Stock), incorporated 
          by reference to the Registrant's Current Report on Form 8-K filed
          with the Commission on February 7, 1997.

  4.4     Articles Supplementary (Series B Preferred Stock), incorporated 
          by reference to the Registrant's Current Report on Form 8-K filed
          with the Commission on January 14, 1998.

  4.5     Stockholder Rights Agreement, dated as of May 15, 1998 between
          Excel Realty Trust, Inc. and BankBoston, N.A., which includes
          the form of Articles Supplementary of the Series C Preferred
          Stock as Exhibit A, the form of Right Certificate as Exhibit B
          and the Summary of Rights to Purchase Preferred Shares as
          Exhibit C, incorporated by reference to the Registrant's 
          Registration Statement on Form 8-A filed with the Commission
          on May 22, 1998, file number 112234.

  4.6     Articles of Amendment, incorporated by reference to the 
          Registrant's Registration Statement on Form S-3 filed with 
          the Commission on October 1, 1998.

  4.7     Articles Supplementary (Series D Preferred Stock), incorporated 
          by reference to the Registrant's Registration Statement on 
          Form S-3 filed with the Commission on October 1, 1998.

  4.8     Amended and Restated Bylaws, incorporated by reference to the
          Registrant's Registration Statement on Form S-3 filed with the
          Commission on October 1, 1998.

  5.1     Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to the
          legality of the Shares to be registered ........................   22

 23.1     Consent of Ballard Spahr Andrews & Ingersoll, LLP (contained in
          Exhibit 5.1).

 23.2     Consent of PricewaterhouseCoopers LLP ..........................   26
6