<PAGE>   1
     As filed with the Securities and Exchange Commission on April 8, 1996
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

               MARYLAND                                 33-0160389      
     (State or other jurisdiction                     (I.R.S. Employer   
   of incorporation or organization)               Identification Number)

                         16955 VIA DEL CAMPO, SUITE 110
                           SAN DIEGO, CALIFORNIA 92127
                                 (619) 485-9400
    (Address of principal executive offices, Zip Code, and telephone number)

                            EXCEL REALTY TRUST, INC.
                        DIRECTORS' 1994 STOCK OPTION PLAN

                            EXCEL REALTY TRUST, INC.
                             1992 BOARD OF DIRECTORS
                          COMMON STOCK PURCHASE OPTION

                            EXCEL REALTY TRUST, INC.
                             1993 BOARD OF DIRECTORS
                          COMMON STOCK PURCHASE OPTION

                           (Full titles of the plans)

        RICHARD B. MUIR                                      Copies to:         
   EXECUTIVE VICE PRESIDENT                             SCOTT N. WOLFE, ESQ.    
         AND SECRETARY                                    LATHAM & WATKINS      
16955 VIA DEL CAMPO, SUITE 110                             701 "B" STREET       
  SAN DIEGO, CALIFORNIA 92127                                SUITE 2100         
        (619) 485-9400                               SAN DIEGO, CALIFORNIA 92101
(Name, address including zip code,                         (619) 236-1234
and telephone number, including area 
   code, of agent for service)                                     
              

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                                                             Proposed
                                                                       Proposed               Maximum
                                                Amount                  Maximum              Aggregate          Amount of
           Title of Each Class of                being                 Offering              Offering         Registration
         Securities to be Registered        Registered (1)        Price Per Share(2)         Price(2)              Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                     <C>                 <C>                 <C>     
Common Stock, $0.01 par value  ...             263,324                 $19.00              $5,003,670          $1,787.00
================================================================================================================================
</TABLE>

(1)      The Excel Realty Trust, Inc. Directors' 1994 Stock Option Plan (the
         "Directors' Plan") authorizes the issuance of 240,000 shares of the
         Company's Common Stock. Of the 240,000 shares under the Directors'
         Plan, 28,000 are subject to presently outstanding options. The
         Agreements (as defined herein) authorize the issuance of 23,324 shares.

(2)      For purposes of computing the registration fee only. Pursuant to Rule
         457(h), the Proposed Maximum Offering Price Per Share is based upon (1)
         the average exercise price per share ($19.9375) of outstanding options
         for 28,000 shares under the Directors' Plan; (2) the average exercise
         price per share ($13.92) of outstanding options for 23,324 shares under
         the Agreements; and (3) for the remaining 212,000 shares, upon the
         average ($19.43) of the high and low prices for the Company's Common
         Stock on the New York Stock Exchange for April 2, 1996.

                             Exhibit Index on Page 7


<PAGE>   2




                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are hereby incorporated by reference in this
Registration Statement:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1995;

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the Company's fiscal year ended
         December 31, 1994; and

                  (c) The description of the Company's Common Stock contained in
         the Company's Registration Statement on Form 8-A filed with the
         Commission on July 30, 1993.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date this Registration
Statement is filed with the Securities and Exchange Commission and prior to the
filing of a post-effective amendment which indicates that all securities offered
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 of it from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein 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 other subsequently filed document which also is or is 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

         See item 3(d) above.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                        2




<PAGE>   3



ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's bylaws require the Company to indemnify its directors,
officers and certain other parties 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 parties 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, 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 rebuttal 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 Securities and
Exchange Commission that indemnification of directors and officers for
liabilities arising under the Securities Act of 1933, as amended, is against
public policy and is unenforceable pursuant to Section 14 of such Act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.   EXHIBITS

3.1      Amended and Restated Articles of Incorporation of the Company,
         incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the
         Company's Registration Statement on Form S-11 (File No. 33-63160).

3.2      Amended and Restated Bylaws of the Company, incorporated by reference
         to Exhibit 3.2 to Amendment No. 1 to the Company's Registration
         Statement on Form S-11 (File No.33-63160).

4.1      Excel Realty Trust, Inc., Directors' 1994 Stock Option Plan.

                                       3
<PAGE>   4

4.2      Form of Directors Non-Qualified Stock Option Agreement.

4.3      Form of Common Stock Purchase Option dated November 1, 1992, among the
         Company and seven of its directors incorporated by reference to Exhibit
         10.27 of the Company's Registration Statement on Form S-11 (File No.
         233-63160).

4.4      Form of Common Stock Purchase Option dated March 15 1993, among the
         Company and seven of its directors, incorporated by reference to
         Exhibit 10.28 to the Company's Registration Statement on Form S-11
         (File No. 33-63160).

5.1      Opinion of Ballard, Spahr, Andrews & Ingersoll.

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

23.2     Consent of Ballard, Spahr, Andrews & Ingersoll (included in 
         Exhibit 5.1).

24.1     Power of Attorney (included on page 6 hereof).

ITEM 9.   UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

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

                            (i) To include any prospectus required by Section 
         10(a)(3) of the Securities Act of 1933;

                           (ii) 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 thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the 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 the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above 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 Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

                                       4
<PAGE>   5

                                                                                
                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.

                  (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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.

                                        5


<PAGE>   6



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Diego, State of California, on March 31,
1996.

                                                EXCEL REALTY TRUST, INC.

                                                By: /s/ GARY B. SABIN
                                                    ----------------------------
                                                         Gary B. Sabin
                                                         Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below authorizes Gary B. Sabin and
Richard B. Muir, and either of them, with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact, for him in any and all
capacities, to sign any amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission.

         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/ GARY B. SABIN            Chairman of the Board, Chief      March 31, 1996
- --------------------------   Executive Officer, and President
Gary B. Sabin                (Principal Executive Officer)     

/s/ RICHARD B. MUIR          Executive Vice President and      March 31, 1996
- --------------------------   Director (Principal Financial
Richard B. Muir              and Accounting Officer)           

/s/ BOYD A. LINDQUIST        Director                          March 31, 1996
- --------------------------
Boyd A. Lindquist

/s/ D. CHARLES MARSTON       Director                          March 31, 1996
- --------------------------
D. Charles Marston

/s/ ROBERT E. PARSONS, JR.   Director                          March 31, 1996
- --------------------------
Robert E. Parsons, Jr.

/s/ BRUCE A. STALLER         Director                          March 31, 1996
- --------------------------
Bruce A. Staller

/s/ JOHN H. WILMOT           Director                          March 31, 1996
- --------------------------
John H. Wilmot

                                        6




<PAGE>   7


                                  EXHIBIT INDEX

EXHIBIT                                                               
- -------                                                                   

3.1      Amended and Restated Articles of Incorporation of
         the Company, incorporated by reference to Exhibit
         3.1 to Amendment No. 1 to the Company's
         Registration Statement on Form S-11 (File No.
         33-63160).                                                       

3.2      Amended and Restated Bylaws of the Company,
         incorporated by reference to Exhibit 3.2 to
         Amendment No. 1 to the Company's Registration
         Statement on Form S-11 (File No. 33-63160).                      

4.1      Excel Realty Trust, Inc., Directors' 1994 Stock
         Option Plan.*

4.2      Form of Directors Non-Qualified Stock Option
         Agreement.*

4.3      Form of Common Stock Purchase Option dated November
         1, 1992, among the Company and seven of its
         directors incorporated by reference to Exhibit
         10.27 of the Company's Registration Statement on
         Form S-11 (File No. 33-63160).

4.4      Form of Common Stock Purchase Option dated March 15
         1993, among the Company and seven of its directors,
         incorporated by reference to Exhibit 10.28 to the
         Company's Registration Statement on Form S-11 (File
         No. 33-63160).

5.1      Opinion of Ballard, Spahr, Andrews & Ingersoll                 

23.1     Consent of Coopers & Lybrand L.L.P.*                           

23.2     Consent of Ballard, Spahr, Andrews & Ingersoll
         (included in Exhibit 5.1).*                                     

24.1     Power of Attorney (included on page 6 hereof).*              


*  Filed herewith.

                                        7
[{"type": "S-8", "sequence": "1", "description": "EXCEL REALTY TRUST, INC. -- FORM S-8", "secsgml_size_bytes": 18973}]
{"company-data": {"conformed-name": "EXCEL REALTY TRUST INC", "cik": "0000798288", "assigned-sic": "6798", "irs-number": "330160389", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02329", "film-number": "96545052"}, "business-address": {"street1": "16955 VIA DEL CAMPO STE 110", "city": "SAN DIEGO", "state": "CA", "zip": "92127", "phone": "6194859400"}, "mail-address": {"street1": "16955 VIA DEL CAMPO SUITE 110", "city": "SAN DIEGO", "state": "CA", "zip": "92127"}, "former-company": [{"former-conformed-name": "EXCEL REALTY ADVISORS INC", "date-changed": "19900514"}, {"former-conformed-name": "INVESTORS REALTY TRUST INC", "date-changed": "19890612"}]}
1
     As filed with the Securities and Exchange Commission on April 8, 1996
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

               MARYLAND                                 33-0160389      
     (State or other jurisdiction                     (I.R.S. Employer   
   of incorporation or organization)               Identification Number)

                         16955 VIA DEL CAMPO, SUITE 110
                           SAN DIEGO, CALIFORNIA 92127
                                 (619) 485-9400
    (Address of principal executive offices, Zip Code, and telephone number)

                            EXCEL REALTY TRUST, INC.
                        DIRECTORS' 1994 STOCK OPTION PLAN

                            EXCEL REALTY TRUST, INC.
                             1992 BOARD OF DIRECTORS
                          COMMON STOCK PURCHASE OPTION

                            EXCEL REALTY TRUST, INC.
                             1993 BOARD OF DIRECTORS
                          COMMON STOCK PURCHASE OPTION

                           (Full titles of the plans)

        RICHARD B. MUIR                                      Copies to:         
   EXECUTIVE VICE PRESIDENT                             SCOTT N. WOLFE, ESQ.    
         AND SECRETARY                                    LATHAM & WATKINS      
16955 VIA DEL CAMPO, SUITE 110                             701 "B" STREET       
  SAN DIEGO, CALIFORNIA 92127                                SUITE 2100         
        (619) 485-9400                               SAN DIEGO, CALIFORNIA 92101
(Name, address including zip code,                         (619) 236-1234
and telephone number, including area 
   code, of agent for service)                                     
              

                         CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                                                             Proposed
                                                                       Proposed               Maximum
                                                Amount                  Maximum              Aggregate          Amount of
           Title of Each Class of                being                 Offering              Offering         Registration
         Securities to be Registered        Registered (1)        Price Per Share(2)         Price(2)              Fee
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value  ...             263,324                 $19.00              $5,003,670          $1,787.00
================================================================================================================================
(1)      The Excel Realty Trust, Inc. Directors' 1994 Stock Option Plan (the
         "Directors' Plan") authorizes the issuance of 240,000 shares of the
         Company's Common Stock. Of the 240,000 shares under the Directors'
         Plan, 28,000 are subject to presently outstanding options. The
         Agreements (as defined herein) authorize the issuance of 23,324 shares.

(2)      For purposes of computing the registration fee only. Pursuant to Rule
         457(h), the Proposed Maximum Offering Price Per Share is based upon (1)
         the average exercise price per share ($19.9375) of outstanding options
         for 28,000 shares under the Directors' Plan; (2) the average exercise
         price per share ($13.92) of outstanding options for 23,324 shares under
         the Agreements; and (3) for the remaining 212,000 shares, upon the
         average ($19.43) of the high and low prices for the Company's Common
         Stock on the New York Stock Exchange for April 2, 1996.

                             Exhibit Index on Page 7
2

                                     PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents are hereby incorporated by reference in this
Registration Statement:

                  (a) The Company's Annual Report on Form 10-K for the fiscal
         year ended December 31, 1995;

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since the end of the Company's fiscal year ended
         December 31, 1994; and

                  (c) The description of the Company's Common Stock contained in
         the Company's Registration Statement on Form 8-A filed with the
         Commission on July 30, 1993.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 after the date this Registration
Statement is filed with the Securities and Exchange Commission and prior to the
filing of a post-effective amendment which indicates that all securities offered
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 of it from the respective dates of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein 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 other subsequently filed document which also is or is 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

         See item 3(d) above.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                        2
3

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Company's bylaws require the Company to indemnify its directors,
officers and certain other parties 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 parties 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, 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 rebuttal 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 Securities and
Exchange Commission that indemnification of directors and officers for
liabilities arising under the Securities Act of 1933, as amended, is against
public policy and is unenforceable pursuant to Section 14 of such Act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.   EXHIBITS

3.1      Amended and Restated Articles of Incorporation of the Company,
         incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the
         Company's Registration Statement on Form S-11 (File No. 33-63160).

3.2      Amended and Restated Bylaws of the Company, incorporated by reference
         to Exhibit 3.2 to Amendment No. 1 to the Company's Registration
         Statement on Form S-11 (File No.33-63160).

4.1      Excel Realty Trust, Inc., Directors' 1994 Stock Option Plan.

                                       3
4

4.2      Form of Directors Non-Qualified Stock Option Agreement.

4.3      Form of Common Stock Purchase Option dated November 1, 1992, among the
         Company and seven of its directors incorporated by reference to Exhibit
         10.27 of the Company's Registration Statement on Form S-11 (File No.
         233-63160).

4.4      Form of Common Stock Purchase Option dated March 15 1993, among the
         Company and seven of its directors, incorporated by reference to
         Exhibit 10.28 to the Company's Registration Statement on Form S-11
         (File No. 33-63160).

5.1      Opinion of Ballard, Spahr, Andrews & Ingersoll.

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

23.2     Consent of Ballard, Spahr, Andrews & Ingersoll (included in 
         Exhibit 5.1).

24.1     Power of Attorney (included on page 6 hereof).

ITEM 9.   UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

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

                            (i) To include any prospectus required by Section 
         10(a)(3) of the Securities Act of 1933;

                           (ii) 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 thereof) which, individually or in
         the aggregate, represent a fundamental change in the information set
         forth in the 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 the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) above 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 Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

                                       4
5

                                                                                
                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.

                  (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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.

                                        5
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 San Diego, State of California, on March 31,
1996.

                                                EXCEL REALTY TRUST, INC.

                                                By: /s/ GARY B. SABIN
                                                    ----------------------------
                                                         Gary B. Sabin
                                                         Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below authorizes Gary B. Sabin and
Richard B. Muir, and either of them, with full power of substitution and
resubstitution, his true and lawful attorneys-in-fact, for him in any and all
capacities, to sign any amendments (including post-effective amendments) to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission.

         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/ GARY B. SABIN            Chairman of the Board, Chief      March 31, 1996
- --------------------------   Executive Officer, and President
Gary B. Sabin                (Principal Executive Officer)     

/s/ RICHARD B. MUIR          Executive Vice President and      March 31, 1996
- --------------------------   Director (Principal Financial
Richard B. Muir              and Accounting Officer)           

/s/ BOYD A. LINDQUIST        Director                          March 31, 1996
- --------------------------
Boyd A. Lindquist

/s/ D. CHARLES MARSTON       Director                          March 31, 1996
- --------------------------
D. Charles Marston

/s/ ROBERT E. PARSONS, JR.   Director                          March 31, 1996
- --------------------------
Robert E. Parsons, Jr.

/s/ BRUCE A. STALLER         Director                          March 31, 1996
- --------------------------
Bruce A. Staller

/s/ JOHN H. WILMOT           Director                          March 31, 1996
- --------------------------
John H. Wilmot

                                        6
7

                                  EXHIBIT INDEX

EXHIBIT                                                               
- -------                                                                   

3.1      Amended and Restated Articles of Incorporation of
         the Company, incorporated by reference to Exhibit
         3.1 to Amendment No. 1 to the Company's
         Registration Statement on Form S-11 (File No.
         33-63160).                                                       

3.2      Amended and Restated Bylaws of the Company,
         incorporated by reference to Exhibit 3.2 to
         Amendment No. 1 to the Company's Registration
         Statement on Form S-11 (File No. 33-63160).                      

4.1      Excel Realty Trust, Inc., Directors' 1994 Stock
         Option Plan.*

4.2      Form of Directors Non-Qualified Stock Option
         Agreement.*

4.3      Form of Common Stock Purchase Option dated November
         1, 1992, among the Company and seven of its
         directors incorporated by reference to Exhibit
         10.27 of the Company's Registration Statement on
         Form S-11 (File No. 33-63160).

4.4      Form of Common Stock Purchase Option dated March 15
         1993, among the Company and seven of its directors,
         incorporated by reference to Exhibit 10.28 to the
         Company's Registration Statement on Form S-11 (File
         No. 33-63160).

5.1      Opinion of Ballard, Spahr, Andrews & Ingersoll                 

23.1     Consent of Coopers & Lybrand L.L.P.*                           

23.2     Consent of Ballard, Spahr, Andrews & Ingersoll
         (included in Exhibit 5.1).*                                     

24.1     Power of Attorney (included on page 6 hereof).*              

*  Filed herewith.

                                        7