<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)

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

                 New Plan Realty Trust 1997 Stock Option Plan
           New Plan Realty Trust 1991 Stock Option Plan, As Amended
  Amended and Restated New Plan Realty Trust 1985 Incentive Stock Option Plan
                         March 1991 Stock Option Plan
                        Nonqualifying Stock Option Plan
                           (Full title of the plans)

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

                                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

<TABLE>
<CAPTION>
===================================================================================================
Title of Securities             Amount to be     Proposed          Proposed            Amount of
to be Registered                Registered(1)    Maximum           Maximum             Registration
                                                 Offering Price    Aggregate           Fee (2)
                                                 Per Share(2)      Offering Price(2)
--------------------------------------------------------------------------------------------------
<S>                             <C>              <C>               <C>                 <C>
Common Stock, par value $.01    3,576,000        $22.11            $79,065,360         $23,324.28
per share                       Shares
===================================================================================================
</TABLE>

(1) 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.

<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
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

                                       1

<PAGE>
 
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       New Plan Realty Trust 1997 Stock Option Plan.
     4.2       New Plan Realty Trust 1991 Stock Option Plan, as amended.
     4.3       Amended and Restated New Plan Realty Trust 1985 Incentive Stock
               Option Plan.
     4.4       March 1991 Stock Option Plan and Nonqualifying Stock Option Plan.
     4.5       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.
     4.6       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.
     4.7       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.
     4.8       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.
     4.9       Articles of Amendment, incorporated by reference to the
               Registrant's Registration Statement on Form S-3 filed with the
               Commission on October 1, 1998.
     4.10      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.
     4.11      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
---------                                    -----                             ----
<S>                          <C>                                              <C> 


/s/ William Newman            Chairman of the Board                            September 28, 1998
-------------------------
    William Newman                                                             
                                                                              
                                                                              
/s/ Arnold Laubich            Chief Executive Officer and Director            
-------------------------     (Principal Executive Officer)                    September 28, 1998
    Arnold Laubich            
                                                                              
                                                                              
/s/ Gary B. Sabin             President and Director                           September 28, 1998
-------------------------
    Gary B. Sabin                                                             
                                                                              
                                                                              
/s/ James M. Steuterman       Executive Vice President, Co-Chief              
-------------------------     Operating Officer and Director                   September 28, 1998
    James M. Steuterman       
                                                                              
                                                                              
/s/ Richard B. Muir           Executive Vice President, Co-Chief              
-------------------------
    Richard B. Muir           Operating Officer and Director                   September 28, 1998


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


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


                                       4
<PAGE>

<TABLE> 
<CAPTION> 

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

/s/ Robert E. Parsons, Jr.
_________________________     Director                                         September 28, 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>

<TABLE> 
<CAPTION> 
                               INDEX TO EXHIBITS
Exhibit
Number    Description                                                     Page
------    -----------                                                     ----
<S>       <C>                                                            
4.1       New Plan Realty Trust 1997 Stock Option Plan...................... 8
4.2       New Plan Realty Trust 1991 Stock Option Plan,
          as amended........................................................16
4.3       Amended and Restated New Plan Realty Trust 1985
          Incentive Stock Option Plan.......................................25
4.4       March 1991 Stock Option Plan and Nonqualifying Stock Option Plan..32
4.5       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.
4.6       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.
4.7       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.
4.8       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.
4.9       Articles of Amendment, incorporated by reference to the
          Registrant's Registration Statement on Form S-3 filed with 
          the Commission on October 1, 1998.
4.10      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.
4.11      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.....................33
23.1      Consent of Ballard Spahr Andrews & Ingersoll, LLP
          (contained in Exhibit 5.1).
23.2      Consent of PricewaterhouseCoopers LLP...........................37

</TABLE> 

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22898}]
{"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": "333-65221", "film-number": "98719798"}, "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)

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

                 New Plan Realty Trust 1997 Stock Option Plan
           New Plan Realty Trust 1991 Stock Option Plan, As Amended
  Amended and Restated New Plan Realty Trust 1985 Incentive Stock Option Plan
                         March 1991 Stock Option Plan
                        Nonqualifying Stock Option Plan
                           (Full title of the plans)

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

                                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          Proposed            Amount of
to be Registered                Registered(1)    Maximum           Maximum             Registration
                                                 Offering Price    Aggregate           Fee (2)
                                                 Per Share(2)      Offering Price(2)
--------------------------------------------------------------------------------------------------
Common Stock, par value $.01    3,576,000        $22.11            $79,065,360         $23,324.28
per share                       Shares
===================================================================================================
(1) 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.
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
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

                                       1
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       New Plan Realty Trust 1997 Stock Option Plan.
     4.2       New Plan Realty Trust 1991 Stock Option Plan, as amended.
     4.3       Amended and Restated New Plan Realty Trust 1985 Incentive Stock
               Option Plan.
     4.4       March 1991 Stock Option Plan and Nonqualifying Stock Option Plan.
     4.5       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.
     4.6       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.
     4.7       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.
     4.8       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.
     4.9       Articles of Amendment, incorporated by reference to the
               Registrant's Registration Statement on Form S-3 filed with the
               Commission on October 1, 1998.
     4.10      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.
     4.11      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 and Director            
-------------------------     (Principal Executive Officer)                    September 28, 1998
    Arnold Laubich            
                                                                              
                                                                              
/s/ Gary B. Sabin             President and Director                           September 28, 1998
-------------------------
    Gary B. Sabin                                                             
                                                                              
                                                                              
/s/ James M. Steuterman       Executive Vice President, Co-Chief              
-------------------------     Operating Officer and Director                   September 28, 1998
    James M. Steuterman       
                                                                              
                                                                              
/s/ Richard B. Muir           Executive Vice President, Co-Chief              
-------------------------
    Richard B. Muir           Operating Officer and Director                   September 28, 1998

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

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

/s/ Robert E. Parsons, Jr.
_________________________     Director                                         September 28, 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       New Plan Realty Trust 1997 Stock Option Plan...................... 8
4.2       New Plan Realty Trust 1991 Stock Option Plan,
          as amended........................................................16
4.3       Amended and Restated New Plan Realty Trust 1985
          Incentive Stock Option Plan.......................................25
4.4       March 1991 Stock Option Plan and Nonqualifying Stock Option Plan..32
4.5       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.
4.6       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.
4.7       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.
4.8       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.
4.9       Articles of Amendment, incorporated by reference to the
          Registrant's Registration Statement on Form S-3 filed with 
          the Commission on October 1, 1998.
4.10      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.
4.11      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.....................33
23.1      Consent of Ballard Spahr Andrews & Ingersoll, LLP
          (contained in Exhibit 5.1).
23.2      Consent of PricewaterhouseCoopers LLP...........................37
6