As filed with the Securities and Exchange Commission on February 7, 1997

                                                  Registration Statement No. 33-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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

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


                              VALUE PROPERTY TRUST
--------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in Its Charter)


              Maryland                                     23-1862664
--------------------------------------------------------------------------------
      (State of Incorporation)                          (I.R.S. Employer 
                                                       Identification No.)

    120 Albany Street, 8th Floor
   New Brunswick, New Jersey 08901                       (908) 296-3080
--------------------------------------------------------------------------------
        (Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

                             1995 Share Option Plan
                            (Full Title of the Plan)
                      ------------------------------------

                                Robert T. English
                             Secretary and Treasurer
                              Value Property Trust
                          120 Albany Street, 8th Floor
                         New Brunswick, New Jersey 08901
                                 (908) 296-3080
                      ------------------------------------ 
(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)

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

                                  With copy to:
                            Laura Hodges Taylor, P.C.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                                 53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

                      ------------------------------------
<PAGE>
<TABLE>
<CAPTION>

                                                        CALCULATION OF REGISTRATION FEE

  Title of Securities Being           Amount to be              Proposed Maximum            Proposed Maximum            Amount of(2)
          Registered                 Registered (1)         Offering Price Per Share    Aggregate Offering Price    Registration Fee
          ----------                 --------------         ------------------------    ------------------------    ----------------
   <C>                               <C>                          <C>                           <C>                     <C>
   Common Shares, $1.00 par value    659,000 shares               $10.00                        $6,590,000              $1,996.97
                                       5,000 shares               $10.25                        $   51,250              $   15.53
                                      65,000 shares               $10.50                        $  682,500              $  206.82
                                     105,000 shares               $10.625                       $1,115,625              $  338.07
                                       5,000 shares               $12.25                        $   61,250              $   18.56
                                      31,000 shares               $13.00(3)                     $  403,000              $  122.12
</TABLE>

(1)  Plus such  additional  number of shares as may be required  pursuant to the
     1995 Share  Option  Plan in the event of a stock  dividend,  reverse  stock
     split,  split-up,  recapitalization,  forfeiture of stock under the Plan or
     other similar event.

(2)  Pursuant to Rule 429, $8,903,625 is being carried forward from Registration
     Statement  No.  33-65519.  The  amount  of the  filing  previously  paid in
     connection with such securities $2,698.07.

(3)  This estimate is made pursuant to Rule 457(c) and (h) under the  Securities
     Act of 1933, as amended (the "Securities Act"),  solely for the purposes of
     determining the amount of the  registration  fee. The  registration  fee is
     based upon the  average  of the high and low  prices  for the  Registrant's
     Common Shares,  $1.00 par value per share as reported on the New York Stock
     Exchange on February 4, 1997.

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The document or documents  containing the  information  specified in the
requirements  of Part I are not  required  to be filed with the  Securities  and
Exchange Commission as part of the Registration Statement on Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 


Item 3.        Incorporation of Certain Documents by Reference.

        Value Property Trust (the "Trust") hereby  incorporates by reference the
following  documents  which have  previously  been filed with the Securities and
Exchange Commission:

        (a)    The Trust's  Annual Report on Form 10-K for the fiscal year ended
               September  30,  1996  filed  with  the  Securities  and  Exchange
               Commission (File No.1-6613)  pursuant to the Securities  Exchange
               Act of 1934, as amended (the "Exchange Act");

        (b)    All  other  reports  filed  with  the   Securities  and  Exchange
               Commission by the Trust pursuant to Section 13(a) or 15(d) of the
               Exchange Act since September 30, 1996; and

        (c)    The  description of the Trust's  Common Shares,  $1.00 par value,
               contained  in the  Trust's  Registration  Statement  on Form 8-A,
               dated March 25, 1971.

        In addition,  all documents  subsequently  filed with the Securities and
Exchange  Commission by the Trust pursuant to Sections 13(a) and 13(c),  Section
14  and  Section  15(d)  of  the  Exchange  Act,   prior  to  the  filing  of  a
post-effective  amendment  hereto that  indicates  that all  securities  offered
hereunder  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 of such documents. Any
statement  contained  in a  document  incorporated  or  deemed  incorporated  by
reference  herein  shall be deemed to be modified  or  superseded  for  purposes
hereof to the extent that a statement  contained  herein or in any  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.


Item 4.        Description of Securities.

        Not Applicable.


Item 5.        Interests of Named Experts and Counsel.

        Not Applicable.

<PAGE>
Item 6.        Indemnification of Directors and Officers.

        The Maryland  General  Corporation Law provides for  indemnification  of
directors,  trustees,  officers, employees and agents, except to the extent that
(i) it is established  that the person actually  received an improper benefit or
profit in  money,  property  or  services,  or (ii) a  judgment  or other  final
adjudication  is entered in a  proceeding  based on a finding  that the person's
action,  or failure to act, was the result of active and  deliberate  dishonesty
and was material to the matter giving rise to the proceeding. (Md. Code, Title 2
Sec.  2-418  (1994)).  Article 7.04 of the Amended and Restated  Declaration  of
Trust provides that the Trust will  indemnify,  to the full extent  permitted by
Maryland law, now or hereafter in force, the trustees and officers of the Trust.
The  Trust is not  aware of any  pending  legal  proceedings  for which any such
person would be entitled to indemnification.

Item 7.        Exemption from Registration Claimed.

        Not Applicable.


Item 8.        Exhibits.

        The following is a complete list of exhibits  filed or  incorporated  by
reference as part of this registration statement:

        4.1     Amended and Restated  Declaration  of Trust dated  September 29,
                1995  (filed on October  13,  1995 as an exhibit to the  Current
                Report  on Form 8-K (No.  1-6613)  and  incorporated  herein  by
                reference).

        4.2     October 26, 1995  Amendment to Amended and Restated  Declaration
                of Trust dated September 29, 1995 (filed on December 29, 1995 as
                an exhibit to the Annual  Report on Form 10-K (No.  1-6613)  and
                incorporated herein by reference).

        4.3     By-Laws,  as amended through June 20, 1984 (filed on December 6,
                1984 as an  exhibit  to the  Annual  Report  on Form  10-K  (No.
                1-6613) and incorporated herein by reference).

        4.4     Value Property Trust 1995 Share Option Plan.

        5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
                securities being registered.

        23.1    Consent of Goodwin,  Procter & Hoar LLP (included in Exhibit 5.1
                hereto).

        23.2    Consent of Coopers & Lybrand L.L.P.

        24.1    Powers  of  Attorney   (included  on  signature  pages  to  this
                registration statement).
<PAGE>
Item 9.        Undertakings.

        (a)    The undersigned registrant hereby undertakes:

                      (1) To file,  during any  period in which  offers or sales
               are being made, a post-effective  amendment to this  registration
               statement:

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

                              (ii) To  reflect  in the  prospectus  any  acts or
                       events   arising   after  the   effective   date  of  the
                       registration statement (or the most recent post-effective
                       amendment   thereof)   which,   individually  or  in  the
                       aggregate,   represent  a   fundamental   change  in  the
                       information  set  forth  in the  registration  statement;
                       notwithstanding  the foregoing,  any increase or decrease
                       in  volume of  securities  offered  (if the total  dollar
                       value of  securities  offered would not exceed that which
                       was  registered)  and any deviation  from the low or high
                       end of the estimated  offering  range may be reflected in
                       the form of prospectus filed with the Commission pursuant
                       to Rule  424(b)  if, in the  aggregate,  the  changes  in
                       volume and price  represent  no more than a 20% change in
                       the  maximum  aggregate   offering  price  set  forth  in
                       "Calculation of Registration  Fee" table in the effective
                       registration statement; and

                             (iii) To  include  any  material  information  with
                      respect  to  the  plan  of  distribution   not  previously
                      disclosed  in the  registration  statement or any material
                      change to such information in the registration statement;

               provided,  however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)
               herein do 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 undersigned  registrant pursuant to
               Section  13 or  Section  15(d)  of  the  Exchange  Act  that  are
               incorporated by reference in the registration statement;

                      (2) 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

                      (3)  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.
<PAGE>
        (b)    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 the  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.

        (c)    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  Securities  and  Exchange  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.
<PAGE>
                                   SIGNATURES

         Pursuant to the  requirements  of the Securities Act of 1933, the Trust
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 Town of New Brunswick,  State of New Jersey, on this 4th  day
of February, 1997.

                                              VALUE PROPERTY TRUST


                                              By: /s/ George R. Zoffinger
                                                  -----------------------
                                                      George R. Zoffinger
                                                      President, Chief Executive
                                                      Officer and Trustee


                                POWER OF ATTORNEY 

         KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned  officers and
trustees  of the  Trust  hereby  severally  constitute  and  appoint  George  R.
Zoffinger our true and lawful attorney with full power to him to sign for us and
in our names in the capacities  indicated below,  the Registration  Statement on
Form  S-8  filed  herewith  and  any  and all  amendments  to said  Registration
Statement,  and  generally  to do  all  such  things  in  our  names  and in our
capacities  as  officers  and  trustees  to enable the Trust to comply  with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission,  hereby ratifying and confirming our signatures as they
may be signed by our said  attorney to said  Registration  Statement and any and
all amendments thereto.

        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 dates indicated.
<TABLE>
<CAPTION>
Signature                                          Title                                                Date
---------                                          -----                                                ----
<S>                                         <C>                                                   <C>
/s/ Jeffrey A. Altman                       Chairman and Trustee                                  February 4, 1997
--------------------- 
Jeffrey A. Altman


/s/ George R. Zoffinger                     President, Chief Executive Officer and Trustee        February 4, 1997 
----------------------- 
George R. Zoffinger                         (Principal Executive Officer)


/s/ Robert T. English                       Secretary, Treasurer and Chief                        February 4, 1997 
----------------------                      Financial Officer (Principal Financial
Robert T. English                           Officer and Principal Accounting Officer)
                                           

/s/ Martin Bernstein                        Trustee                                               February 4, 1997 
--------------------
Martin Bernstein
<PAGE>
<CAPTION>
<S>                                         <C>                                                   <C>
/s/ Richard S. Frary                        Trustee                                               February 4, 1997 
-------------------- 
Richard S. Frary


/s/ Richard B. Jennings                     Trustee                                               February 4, 1997 
----------------------- 
Richard B. Jennings


/s/ John B. Levy                            Trustee                                               February 4, 1997 
---------------- 
John B. Levy


/s/ Carl A. Mayer, Jr.                      Trustee                                               February 4, 1997
---------------------- 
Carl A. Mayer, Jr.
</TABLE>
<PAGE>

                                  EXHIBIT INDEX


     Exhibit No.                           Description
     -----------                           -----------

        4.1         Amended and Restated  Declaration  of Trust dated  September
                    29,  1995  (filed on October  13,  1995 as an exhibit to the
                    Current  Report on Form 8-K (No.  1-6613)  and  incorporated
                    herein by reference).

        4.2         October  26,  1995   Amendment   to  Amended  and   Restated
                    Declaration  of Trust  dated  September  29,  1995 (filed on
                    December 29, 1995 as an exhibit to the Annual Report on Form
                    10-K (No. 1-6613) and incorporated herein by reference).

        4.3         By-Laws,  as amended through June 20, 1984 filed on December
                    6, 1984 as an exhibit to the Annual Report on Form 10-K (No.
                    1-6613) and incorporated herein by reference.

        4.4         Value Property Trust 1995 Share Option Plan.

        5.1         Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    the securities being registered.

        23.1        Consent of Goodwin,  Procter & Hoar LLP (included in Exhibit
                    5.1 hereto).

        23.2        Consent of Coopers & Lybrand L.L.P.

        24.1        Powers of  Attorney  (included  on  signature  pages to this
                    registration statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21102}]
{"company-data": {"conformed-name": "VALUE PROPERTY TRUST", "cik": "0000079259", "assigned-sic": "6798", "irs-number": "231862664", "state-of-incorporation": "MD", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21357", "film-number": "97520766"}, "business-address": {"street1": "120 ALBANY STREET", "street2": "8TH FLOOR", "city": "NEW BRUNSWICK", "state": "NJ", "zip": "08901-", "phone": "9082963080"}, "former-company": [{"former-conformed-name": "MORTGAGE & REALTY TRUST", "date-changed": "19920703"}, {"former-conformed-name": "PNB MORTGAGE & REALTY INVESTORS", "date-changed": "19850102"}]}
As filed with the Securities and Exchange Commission on February 7, 1997

                                                  Registration Statement No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                              VALUE PROPERTY TRUST
--------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in Its Charter)

              Maryland                                     23-1862664
--------------------------------------------------------------------------------
      (State of Incorporation)                          (I.R.S. Employer 
                                                       Identification No.)

    120 Albany Street, 8th Floor
   New Brunswick, New Jersey 08901                       (908) 296-3080
--------------------------------------------------------------------------------
        (Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

                             1995 Share Option Plan
                            (Full Title of the Plan)
                      ------------------------------------

                                Robert T. English
                             Secretary and Treasurer
                              Value Property Trust
                          120 Albany Street, 8th Floor
                         New Brunswick, New Jersey 08901
                                 (908) 296-3080
                      ------------------------------------ 
(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)

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

                                  With copy to:
                            Laura Hodges Taylor, P.C.
                           Goodwin, Procter & Hoar LLP
                                 Exchange Place
                                 53 State Street
                        Boston, Massachusetts 02109-2881
                                 (617) 570-1000

                      ------------------------------------
CALCULATION OF REGISTRATION FEE

  Title of Securities Being           Amount to be              Proposed Maximum            Proposed Maximum            Amount of(2)
          Registered                 Registered (1)         Offering Price Per Share    Aggregate Offering Price    Registration Fee
          ----------                 --------------         ------------------------    ------------------------    ----------------
Common Shares, $1.00 par value    659,000 shares               $10.00                        $6,590,000              $1,996.97
                                       5,000 shares               $10.25                        $   51,250              $   15.53
                                      65,000 shares               $10.50                        $  682,500              $  206.82
                                     105,000 shares               $10.625                       $1,115,625              $  338.07
                                       5,000 shares               $12.25                        $   61,250              $   18.56
                                      31,000 shares               $13.00(3)                     $  403,000              $  122.12
(1)  Plus such  additional  number of shares as may be required  pursuant to the
     1995 Share  Option  Plan in the event of a stock  dividend,  reverse  stock
     split,  split-up,  recapitalization,  forfeiture of stock under the Plan or
     other similar event.

(2)  Pursuant to Rule 429, $8,903,625 is being carried forward from Registration
     Statement  No.  33-65519.  The  amount  of the  filing  previously  paid in
     connection with such securities $2,698.07.

(3)  This estimate is made pursuant to Rule 457(c) and (h) under the  Securities
     Act of 1933, as amended (the "Securities Act"),  solely for the purposes of
     determining the amount of the  registration  fee. The  registration  fee is
     based upon the  average  of the high and low  prices  for the  Registrant's
     Common Shares,  $1.00 par value per share as reported on the New York Stock
     Exchange on February 4, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The document or documents  containing the  information  specified in the
requirements  of Part I are not  required  to be filed with the  Securities  and
Exchange Commission as part of the Registration Statement on Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

Item 3.        Incorporation of Certain Documents by Reference.

        Value Property Trust (the "Trust") hereby  incorporates by reference the
following  documents  which have  previously  been filed with the Securities and
Exchange Commission:

        (a)    The Trust's  Annual Report on Form 10-K for the fiscal year ended
               September  30,  1996  filed  with  the  Securities  and  Exchange
               Commission (File No.1-6613)  pursuant to the Securities  Exchange
               Act of 1934, as amended (the "Exchange Act");

        (b)    All  other  reports  filed  with  the   Securities  and  Exchange
               Commission by the Trust pursuant to Section 13(a) or 15(d) of the
               Exchange Act since September 30, 1996; and

        (c)    The  description of the Trust's  Common Shares,  $1.00 par value,
               contained  in the  Trust's  Registration  Statement  on Form 8-A,
               dated March 25, 1971.

        In addition,  all documents  subsequently  filed with the Securities and
Exchange  Commission by the Trust pursuant to Sections 13(a) and 13(c),  Section
14  and  Section  15(d)  of  the  Exchange  Act,   prior  to  the  filing  of  a
post-effective  amendment  hereto that  indicates  that all  securities  offered
hereunder  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 of such documents. Any
statement  contained  in a  document  incorporated  or  deemed  incorporated  by
reference  herein  shall be deemed to be modified  or  superseded  for  purposes
hereof to the extent that a statement  contained  herein or in any  subsequently
filed  document  which  also is  incorporated  or deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.        Description of Securities.

        Not Applicable.

Item 5.        Interests of Named Experts and Counsel.

        Not Applicable.
Item 6.        Indemnification of Directors and Officers.

        The Maryland  General  Corporation Law provides for  indemnification  of
directors,  trustees,  officers, employees and agents, except to the extent that
(i) it is established  that the person actually  received an improper benefit or
profit in  money,  property  or  services,  or (ii) a  judgment  or other  final
adjudication  is entered in a  proceeding  based on a finding  that the person's
action,  or failure to act, was the result of active and  deliberate  dishonesty
and was material to the matter giving rise to the proceeding. (Md. Code, Title 2
Sec.  2-418  (1994)).  Article 7.04 of the Amended and Restated  Declaration  of
Trust provides that the Trust will  indemnify,  to the full extent  permitted by
Maryland law, now or hereafter in force, the trustees and officers of the Trust.
The  Trust is not  aware of any  pending  legal  proceedings  for which any such
person would be entitled to indemnification.

Item 7.        Exemption from Registration Claimed.

        Not Applicable.

Item 8.        Exhibits.

        The following is a complete list of exhibits  filed or  incorporated  by
reference as part of this registration statement:

        4.1     Amended and Restated  Declaration  of Trust dated  September 29,
                1995  (filed on October  13,  1995 as an exhibit to the  Current
                Report  on Form 8-K (No.  1-6613)  and  incorporated  herein  by
                reference).

        4.2     October 26, 1995  Amendment to Amended and Restated  Declaration
                of Trust dated September 29, 1995 (filed on December 29, 1995 as
                an exhibit to the Annual  Report on Form 10-K (No.  1-6613)  and
                incorporated herein by reference).

        4.3     By-Laws,  as amended through June 20, 1984 (filed on December 6,
                1984 as an  exhibit  to the  Annual  Report  on Form  10-K  (No.
                1-6613) and incorporated herein by reference).

        4.4     Value Property Trust 1995 Share Option Plan.

        5.1     Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
                securities being registered.

        23.1    Consent of Goodwin,  Procter & Hoar LLP (included in Exhibit 5.1
                hereto).

        23.2    Consent of Coopers & Lybrand L.L.P.

        24.1    Powers  of  Attorney   (included  on  signature  pages  to  this
                registration statement).
Item 9.        Undertakings.

        (a)    The undersigned registrant hereby undertakes:

                      (1) To file,  during any  period in which  offers or sales
               are being made, a post-effective  amendment to this  registration
               statement:

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

                              (ii) To  reflect  in the  prospectus  any  acts or
                       events   arising   after  the   effective   date  of  the
                       registration statement (or the most recent post-effective
                       amendment   thereof)   which,   individually  or  in  the
                       aggregate,   represent  a   fundamental   change  in  the
                       information  set  forth  in the  registration  statement;
                       notwithstanding  the foregoing,  any increase or decrease
                       in  volume of  securities  offered  (if the total  dollar
                       value of  securities  offered would not exceed that which
                       was  registered)  and any deviation  from the low or high
                       end of the estimated  offering  range may be reflected in
                       the form of prospectus filed with the Commission pursuant
                       to Rule  424(b)  if, in the  aggregate,  the  changes  in
                       volume and price  represent  no more than a 20% change in
                       the  maximum  aggregate   offering  price  set  forth  in
                       "Calculation of Registration  Fee" table in the effective
                       registration statement; and

                             (iii) To  include  any  material  information  with
                      respect  to  the  plan  of  distribution   not  previously
                      disclosed  in the  registration  statement or any material
                      change to such information in the registration statement;

               provided,  however,  that  paragraphs  (a)(1)(i)  and  (a)(1)(ii)
               herein do 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 undersigned  registrant pursuant to
               Section  13 or  Section  15(d)  of  the  Exchange  Act  that  are
               incorporated by reference in the registration statement;

                      (2) 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

                      (3)  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.
(b)    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 the  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.

        (c)    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  Securities  and  Exchange  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.
SIGNATURES

         Pursuant to the  requirements  of the Securities Act of 1933, the Trust
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 Town of New Brunswick,  State of New Jersey, on this 4th  day
of February, 1997.

                                              VALUE PROPERTY TRUST

                                              By: /s/ George R. Zoffinger
                                                  -----------------------
                                                      George R. Zoffinger
                                                      President, Chief Executive
                                                      Officer and Trustee

                                POWER OF ATTORNEY 

         KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned  officers and
trustees  of the  Trust  hereby  severally  constitute  and  appoint  George  R.
Zoffinger our true and lawful attorney with full power to him to sign for us and
in our names in the capacities  indicated below,  the Registration  Statement on
Form  S-8  filed  herewith  and  any  and all  amendments  to said  Registration
Statement,  and  generally  to do  all  such  things  in  our  names  and in our
capacities  as  officers  and  trustees  to enable the Trust to comply  with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission,  hereby ratifying and confirming our signatures as they
may be signed by our said  attorney to said  Registration  Statement and any and
all amendments thereto.

        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 dates indicated.
Signature                                          Title                                                Date
---------                                          -----                                                ----
/s/ Jeffrey A. Altman                       Chairman and Trustee                                  February 4, 1997
--------------------- 
Jeffrey A. Altman

/s/ George R. Zoffinger                     President, Chief Executive Officer and Trustee        February 4, 1997 
----------------------- 
George R. Zoffinger                         (Principal Executive Officer)

/s/ Robert T. English                       Secretary, Treasurer and Chief                        February 4, 1997 
----------------------                      Financial Officer (Principal Financial
Robert T. English                           Officer and Principal Accounting Officer)
                                           

/s/ Martin Bernstein                        Trustee                                               February 4, 1997 
--------------------
Martin Bernstein
/s/ Richard S. Frary                        Trustee                                               February 4, 1997 
-------------------- 
Richard S. Frary

/s/ Richard B. Jennings                     Trustee                                               February 4, 1997 
----------------------- 
Richard B. Jennings

/s/ John B. Levy                            Trustee                                               February 4, 1997 
---------------- 
John B. Levy

/s/ Carl A. Mayer, Jr.                      Trustee                                               February 4, 1997
---------------------- 
Carl A. Mayer, Jr.
EXHIBIT INDEX

     Exhibit No.                           Description
     -----------                           -----------

        4.1         Amended and Restated  Declaration  of Trust dated  September
                    29,  1995  (filed on October  13,  1995 as an exhibit to the
                    Current  Report on Form 8-K (No.  1-6613)  and  incorporated
                    herein by reference).

        4.2         October  26,  1995   Amendment   to  Amended  and   Restated
                    Declaration  of Trust  dated  September  29,  1995 (filed on
                    December 29, 1995 as an exhibit to the Annual Report on Form
                    10-K (No. 1-6613) and incorporated herein by reference).

        4.3         By-Laws,  as amended through June 20, 1984 filed on December
                    6, 1984 as an exhibit to the Annual Report on Form 10-K (No.
                    1-6613) and incorporated herein by reference.

        4.4         Value Property Trust 1995 Share Option Plan.

        5.1         Opinion of Goodwin, Procter & Hoar LLP as to the legality of
                    the securities being registered.

        23.1        Consent of Goodwin,  Procter & Hoar LLP (included in Exhibit
                    5.1 hereto).

        23.2        Consent of Coopers & Lybrand L.L.P.

        24.1        Powers of  Attorney  (included  on  signature  pages to this
                    registration statement).