--------
| Number |
|        |
|   UM   |
 --------

   PROVISIONS RELATING TO REDEMPTION AND PROHIBITION OF TRANSFER OF SHARES

     Subsequent to the Trust first becoming qualified for certain tax
benefits under the Internal Revenue Code, if necessary to effect compliance
by the Trust with certain requirements of the Internal Revenue Code, the
Shares represented by this Certificate are subject to redemption by the vote
of two-thirds (2/3) of the Trustees of the Trust and the transfer thereof may
be prohibited upon the terms and conditions set forth in the Declaration of
Trust.  The Trust will furnish a copy of such terms and conditions to the
registered holder of this Certificate upon request and without charge.
 --------
| Shares |
|        |
|        |
 --------

                            New Plan Realty Trust

      A BUSINESS TRUST ORGANIZED UNDER THE LAWS OF THE COMMONWEALTH OF
                                MASSACHUSETTS

     Certificate for Shares
     of Beneficial Interest.
                                                       This Certificate is
     CUSIP 648059 10 3                                 transferable in
     SEE REVERSE FOR CERTAIN DEFINITIONS               Boston, Massachusetts
                                                       and in 
                                                       New York, New York
     Fully paid and non-assessable shares
     of beneficial interest of no par value.

This Certifies that

is the Owner of

New Plan Realty Trust is established as a Massachusetts business trust
(hereinafter called the "Trust") under a Declaration of Trust made July 31,
1972, as amended from time to time.  The holder and every transferee or
assignee of this Certificate or of the Shares represented hereby or any
interest therein accepts and agrees to be bound by the provisions of such
Declaration of Trust and all amendments thereto (copies of which are filed
with the Secretary of the Commonwealth of Massachusetts and recorded in the
office of the City Clerk, City of Boston, Suffolk County, Commonwealth of
Massachusetts) and such By-Laws of the Trust as may from time to time be
adopted by the Trustees (copies of which will be on file at the principal
office of the Trust), all of which provisions are hereby incorporated by
reference as fully as if set forth herein in their entirety.  The Declaration
of Trust provides that obligations thereunder are not personally binding upon
the Trustees, and that no Trustee, shareholder, officer, employee or agent of
the Trust shall be held to any personal liability, nor shall resort be had to
the private property of any Trustee, shareholder, officer, employee or agent
of the Trust.  This Certificate and the Shares represented hereby are
transferable on the books of the Trust by the registered holder hereof in
person or by duly authorized attorney upon surrender of this Certificate
properly endorsed.  This Certificate is issued by the Trustees of New Plan
Realty Trust, acting not individually but as such Trustees, and is not valid
until countersigned by the Transfer Agent and registered by the Registrar.

     Witness the seal of the Trust and the signatures of its duly authorized
officers.
                                        Countersigned and Registered:
Dated:                                  The First National Bank of Boston

                                        Transfer Agent and Registrar
                                        by
Treasurer   Chief Executive Officer     Authorized Signature

                            NEW PLAN REALTY TRUST

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM   -         as tenants in common          

TEN ENT   -         as tenants by the entireties                      


JT TEN    -         as joint tenants with right             
                    of survivorship and not as
                    tenants in common

UNIF GIFT MIN ACT - ...........Custodian...........
                         (Cust)         (Minor)
                         under Uniform Gifts to Minors

 Act...............................................
                         (State)

   Additional abbreviations may also be used though not in the above list.



     For Value received, __________________ hereby sell, assign and transfer
unto _______________________________________________________________________
Please Insert Social Security or
Other Identifying Number of Assignee
____________________________________________________________________________

____________________________________________________________________________

          (Please Print or Typewrite Name and Address of Assignee)
____________________________________________________________________________

____________________________________________________________________________


_____________________  Shares of Beneficial Interest represented by the
within certificate and do hereby irrevocably constitute and appoint
_________________ Attorney to transfer the same on the books of the within-
named Trust with full power of substitution in the premises.

Dated, ________________

     (SIGN HERE)    
                    _________________________________________________________
                    NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                    WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE
                    IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
                    ANY CHANGE WHATEVER.