1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (Date of Earliest Event Reported) SEPTEMBER 28, 1998




                              NEW PLAN REALTY TRUST
             (Exact name of registrant as specified in its charter)




 MASSACHUSETTS                  001-08459                     13-1995781
(State or other          (Commission File Number)           (IRS Employer
Jurisdiction of                                         Identification Number)
incorporation)


                           1120 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 869-3000
                          (Address, including zip code,
                   and telephone number, including area code,
                  of registrant's principal executive offices)


   2
         This Current Report on Form 8-K is filed by New Plan Realty Trust, a
Massachusetts business trust ("New Plan"), in connection with the matters
described herein.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         On September 28, 1998, Excel Realty Trust, Inc. ("Excel") and New Plan
consummated a previously-announced merger pursuant to an Agreement and Plan of
Merger dated May 14, 1998, as amended as of August 7, 1998 (the "Merger
Agreement"), whereby ERT Merger Sub, Inc., a wholly-owned subsidiary of Excel,
was merged with and into New Plan with New Plan surviving as a wholly-owned
subsidiary of Excel (the "Merger"). The Merger was approved by the stockholders
of Excel and the shareholders of New Plan at special meetings held on September
25, 1998. In connection with the consummation of the Merger, Excel changed its
name to "New Plan Excel Realty Trust, Inc." ("New Plan Excel").

         As provided in the Merger Agreement, Excel paid a 20% stock dividend
prior to the Merger. Upon consummation of the Merger, each share of beneficial
interest, no par value, of New Plan was converted into one share of common
stock, par value $.01 per share, of New Plan Excel ("New Plan Excel Common
Stock"), and each 7.8% Series A Cumulative Step-Up Premium Rate Preferred Share,
par value $1.00 per share, of New Plan was converted into one share of 7.8%
Series D Cumulative Voting Step-Up Premium Rate Preferred Stock, par value $.01
per share, of New Plan Excel ("New Plan Excel Series D Preferred Stock"). New
Plan Excel issued an aggregate of approximately 60,000,000 shares of New Plan
Excel Common Stock and 150,000 shares of New Plan Excel Series D Preferred Stock
(represented by 1,500,000 depositary shares, each of which represents a
one-tenth fractional interest in a share of New Plan Excel Series D Preferred
Stock) to New Plan's shareholders in the Merger. The New Plan Excel Common Stock
is listed for trading on the New York Stock Exchange under the symbol "NXL."

         As further provided in the Merger Agreement, the Board of Directors of
New Plan Excel and New Plan consists of the six members of Excel's Board and the
nine members of the New Plan's Board. The senior management of New Plan Excel
and New Plan is as follows:



                                    
         William Newman                Chairman of the Board
         Arnold Laubich                Chief Executive Officer
         Gary B. Sabin                 President and Chairman of Investment Committee
         James M. Steuterman           Executive Vice President and Co-Chief Operating Officer
         Richard B. Muir               Executive Vice President and Co-Chief Operating Officer
         David A. Lund                 Chief Financial Officer


         Prior to the consummation of the Merger, New Plan was a
self-administered and self-managed equity real estate investment trust which, as
of April 30, 1998, owned fee or leasehold interests in 132 shopping centers
containing an aggregate of approximately 18.9 million square feet of gross
leasable area ("GLA"), six factory outlet centers containing an aggregate of
approximately 1.8 million square feet of GLA and 52 apartment communities
containing approximately 12,400 units.

         A copy of the Merger Agreement and its related exhibits and schedules
is incorporated by reference in Exhibit 2.1 and is incorporated herein by 
reference.


   3
ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)(b) Financial Statements of Business Acquired and Pro Forma
Financial Information

         The financial statements and pro forma financial information is filed
herewith as follows:

                                                                           

New Plan Realty Trust Consolidated Financial Statements
         Report of Independent Accountants
         Consolidated Balance Sheets as of July 31, 1998 and 1997
         Consolidated Statements of Income for the years ended
                  July 31, 1998, 1997 and 1996
         Consolidated Statements of Changes in Shareholders Equity
                  for years ended July 31, 1998, 1997 and 1996
         Consolidated Statements of Cash Flows for the years ended
                  July 31, 1998, 1997 and 1996
         Notes to Consolidated Financial Statements

New Plan Excel Realty Trust, Inc. Unaudited Pro Forma Operating
 and Financial Information
         Pro Forma Consolidated Condensed Balance Sheets - Unaudited
         Pro Forma Consolidated Condensed Statements of Income -
                  Unaudited for the year ended July 31, 1998 Pro Forma
         Consolidated Condensed Statements of Income -
                  Unaudited for the year ended July 31, 1997 Notes and
         Management's Assumptions to Pro Forma Condensed
                  Financial Information

         (c)      Exhibits

                  2.1      Agreement and Plan of Merger, dated May 14, 1998, as
                           amended as of August 7, 1998, among Excel Realty
                           Trust, Inc., ERT Merger Sub, Inc. and New Plan Realty
                           Trust (incorporated by reference to Exhibit 2.1 to 
                           the Registrant's Registration Statement on Form S-4 
                           (No. 333-61131) filed with the Securities and 
                           Exchange Commission on August 11, 1998).

                  23.1     Consent of PricewaterhouseCoopers LLP.

                  99.1     Press Release, dated September 25, 1998, announcing
                           stockholder approval of the Merger and the payment of
                           a 20% stock dividend to holders of Excel common
                           stock.

                  99.2     Press Release, dated September 28, 1998, announcing
                           the consummation of the Merger.


ITEM 8. CHANGE IN FISCAL YEAR

         By unanimous written consent dated as of September 28, 1998, the Board
of Directors of New Plan Excel adopted a fiscal year end of December 31,
beginning with a short fiscal year ending on December 31, 1998. Because New
Plan, the accounting acquiror, had a fiscal year ending July 31, a transaction
report for the period from August 1, 1998 through September 30, 1998 will be
filed on Form 10-Q.



   4

                              NEW PLAN REALTY TRUST
                                  CONSOLIDATED
                              FINANCIAL STATEMENTS



                         REPORT OF INDEPENDENT AUDITORS


To the Trustees and Shareholders
of New Plan Realty Trust:


We have audited the accompanying consolidated balance sheets of New Plan Realty
Trust and Subsidiaries as of July 31, 1998 and 1997 and the related consolidated
statements of income, change in shareholders' equity and cash flows for each of
the three years in the period ended July 31, 1998. These financial statements
are the responsibility of the Trust's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of New
Plan Realty Trust and Subsidiaries as of July 31, 1998 and 1997, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended July 31, 1998 in conformity with generally
accepted accounting principles.


                                        /S/ PRICEWATERHOUSE COOPERS LLP

                                        PricewaterhouseCoopers LLP


New York, New York
September 9, 1998,
except for Note Q
for which the date
is September 28, 1998



   5

                     NEW PLAN REALTY TRUST AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JULY 31, 1998 AND 1997
                                 (In Thousands)





                                                                                        1998                1997
                                                                                      ----------          ----------

                                                                                                    
ASSETS:


Real estate, at cost

     Land                                                                             $  272,176          $  232,502

     Buildings and improvements                                                        1,180,562           1,045,273
                                                                                      ----------          ----------

                                                                                       1,452,738           1,277,775


     Less accumulated depreciation and amortization                                      136,978             105,866
                                                                                      ----------          ----------

                                                                                       1,315,760           1,171,909


Cash and cash equivalents                                                                 26,284              42,781

Marketable securities                                                                      1,787               2,034

Mortgages and notes receivable                                                            13,878              23,107

Receivables

     Trade and notes, net of allowance for doubtful accounts (1998 - $7,926;
     1997 - $5,581)                                                                       14,025              12,035

     Other                                                                                 1,376               1,464

Prepaid expenses and deferred charges                                                      7,823               5,000

Other assets                                                                               3,592               2,814
                                                                                      ----------          ----------

TOTAL ASSETS                                                                          $1,384,525          $1,261,144
                                                                                      ==========          ==========




See Notes to Consolidated Financial Statements.
   6

                     NEW PLAN REALTY TRUST AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             JULY 31, 1998 AND 1997
                                 (In Thousands)





                                                                                         1998                1997
                                                                                      ----------          ----------
                                                                                                    
LIABILITIES:


Mortgages payable                                                                     $  114,099          $   65,573

Notes payable, net of unamortized discount
  (1998 - $1,211; 1997 - $1,366)                                                         462,789             412,634

Other liabilities                                                                         37,520              33,359

Tenants' security deposits                                                                 5,590               4,623
                                                                                      ----------          ----------

  TOTAL LIABILITIES                                                                      619,998             516,189
                                                                                      ----------          ----------


COMMITMENTS AND CONTINGENCIES


SHAREHOLDERS' EQUITY

Preferred shares

  Par value $1.00, unlimited authorization; issued and outstanding (1998 and
  1997 - Series A 150,000 Cumulative Preferred Shares), $75,000
  redemption value                                                                        72,775              72,775

Shares of beneficial interest

  Without par value, unlimited authorization;
  issued and outstanding (1998 - 59,874;
  1997 - 58,934)                                                                         759,853             738,011

Less: loans receivable for purchase of
  shares of beneficial interest                                                            2,306               2,814

Add: unrealized gain on securities reported
  at fair value                                                                              813               1,057
                                                                                      ----------          ----------

                                                                                         831,135             809,029

Less distributions in excess of net income                                                66,608              64,074
                                                                                      ----------          ----------

  TOTAL SHAREHOLDERS' EQUITY                                                             764,527             744,955
                                                                                      ----------          ----------

TOTAL LIABILITIES AND SHAREHOLDER' EQUITY                                             $1,384,525          $1,261,144
                                                                                      ==========          ==========




See Notes to Consolidated Financial Statements.
   7

                     NEW PLAN REALTY TRUST AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
                   (In Thousands Except For Per Share Amounts)




                                                                      1998                1997                1996
                                                                    ---------           ---------           ---------
                                                                                                   
Revenues:

  Rental income and related revenues                                $ 246,309           $ 202,093           $ 162,821

  Interest and dividend income                                          3,950               4,728               4,785
                                                                    ---------           ---------           ---------

Total revenues                                                        250,259             206,821             167,606
                                                                    ---------           ---------           ---------

Operating expenses:

  Operating costs                                                      61,417              52,584              39,531

  Real estate and other taxes                                          22,850              18,449              15,788

  Interest expense                                                     36,815              28,256              17,561

  Depreciation and amortization                                        31,622              25,006              20,004

  Provision for doubtful accounts                                       4,171               3,283               1,984
                                                                    ---------           ---------           ---------

Total operating expenses                                              156,875             127,578              94,868
                                                                    ---------           ---------           ---------

                                                                       93,384              79,243              72,738

  Administrative expenses                                               2,770               2,203               2,616
                                                                    ---------           ---------           ---------


Income Before (Loss)/Gain on

  Sale of Properties and Securities:                                   90,614              77,040              70,122


    (Loss)/gain on sale of properties and securities, net                 (41)                 (3)                399
                                                                    ---------           ---------           ---------

Net Income                                                             90,573              77,037              70,521

Preferred Dividend required                                            (5,850)               (461)                 --
                                                                    ---------           ---------           ---------

Net Income applicable to Shares of Beneficial
  Interest                                                          $  84,723           $  76,576           $  70,521
                                                                    =========           =========           =========

Net Income Per Share of Beneficial Interest

  Basic                                                             $    1.43           $    1.31           $    1.25

  Diluted                                                           $    1.42           $    1.30           $    1.25


Cash Distribution Per Share of Beneficial Interest                  $   1.475           $   1.435           $   1.395

Weighted Average Shares of Beneficial Interest Outstanding

  Basic                                                                59,365              58,461              56,484

  Diluted                                                              59,774              58,735              56,642




See Notes to Consolidated Financial Statements.
   8

                              NEW PLAN REALTY TRUST
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                For the Years Ended July 31, 1998, 1997 and 1996






                                                  Preferred Shares         Shares of Beneficial Interest  Notes Receivable    
                                              ----------------------       ----------------------------   ----------------    
                                              Issued          Amount          Issued          Amount                          
                                              ------          ------          ------          ------                          
                                                                                                            
Balance July 31, 1995                                                         53,262          $622,562       $(3,370)         
Net income                                                                                                                    
Dividends paid                                                                                                                
Dividend reinvestment                                                             738           15,126                        
Exercise of stock options                                                           9              165                        
Repayment of loans                                                                                               286          
Increase during year                                                                                                          
Issuance of preferred shares                                                    4,060           81,227                        
                                              --------        ---------       -------         --------      --------          
 
Balance July 31, 1996                                                          58,069          719,080        (3,084)         
Net income                                                                                                                    
Dividends paid                                                                                                                
Dividend reinvestment                                                             750           16,475                        
Exercise of stock options                                                         115            2,456                        
Repayment of loans                                                                                               270          
Increase during year                                                                                                          
Issuance of preferred shares                       150           72,775                                                       
                                              --------        ---------       -------         --------      --------          

Balance July 31, 1997                              150           72,775        58,934          738,011        (2,814)         
Net income                                                                                                                    
Dividends paid                                                                                                                
Dividend reinvestment                                                             765           18,197                        
Exercise of stock options                                                         175            3,645                        
Repayment of loans                                                                                               508          
Decrease during year                                                                                                          
                                              --------        ---------       -------         --------      --------          

Balance July 31, 1998                              150          $72,775        59,874         $759,853       $(2,306)         
                                               =======          =======        ======         ========      ========          


                                                               Cumulative            
                                               Unrealized      Distributions in          Total     
                                               Gains on        Excess of Net         Shareholders' 
                                               Securities      Income                    Equity    
                                               ----------      ----------------      --------------
                                                                                 
Balance July 31, 1995                            $  182               $(48,845)            $570,529
Net income                                                              70,521               70,521
Dividends paid                                                         (78,962)             (78,962)
Dividend reinvestment                                                                        15,126
Exercise of stock options                                                                       165
Repayment of loans                                                                              286
Increase during year                                461                                         461
Issuance of preferred shares                                                                 81,227
                                               --------        ---------------          -----------
 
Balance July 31, 1996                               643                (57,286)             659,353
Net income                                                              77,037               77,037
Dividends paid                                                         (83,825)             (83,825)
Dividend reinvestment                                                                        16,475
Exercise of stock options                                                                     2,456
Repayment of loans                                                                              270
Increase during year                                414                                         414
Issuance of preferred shares                                                                 72,775
                                               --------        ---------------          -----------

Balance July 31, 1997                             1,057                (64,074)             744,955
Net income                                                              90,573               90,573
Dividends paid                                                         (93,107)             (93,107)
Dividend reinvestment                                                                        18,197
Exercise of stock options                                                                     3,645
Repayment of loans                                                                              508
Decrease during year                               (244)                                       (244)
                                               --------        ---------------          -----------

Balance July 31, 1998                            $  813               $(66,608)            $764,527
                                                 ======             ==========             ========




See Notes to Consolidated Financial Statements
   9

                     NEW PLAN REALTY TRUST AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
                                 (In Thousands)




                                                                                   1998                1997                1996
                                                                                 ---------           ---------           ---------
                                                                                                                
OPERATING ACTIVITIES

  Net Income                                                                     $  90,573           $  77,037           $  70,521

  Adjustments to reconcile net income to net cash provided by operating
  activities:

    Depreciation and amortization                                                   31,622              25,006              20,004

    Loss/(Gain) on sale of properties, net                                              67                  10                (540)

    (Gain)/Loss on sale of securities, net                                             (26)                 (7)                141

    Changes in operating assets and liabilities, net:

      Change in trade and notes receivable                                          (4,335)             (2,054)             (5,776)

      Change in other receivables                                                       88                (355)                 13

      Change in allowance for doubtful accounts                                      2,345               1,604               1,054

      Change in other liabilities                                                    4,161               3,475               8,239

      Change in net sundry assets and liabilities                                   (2,988)                605                (250)
                                                                                 ---------           ---------           ---------

  NET CASH PROVIDED BY OPERATING ACTIVITIES                                        121,507             105,321              93,406
                                                                                 ---------           ---------           ---------



INVESTING ACTIVITIES

  Sales of marketable securities                                                        29                 484               4,274

  Purchases of marketable securities                                                    (1)                 (2)                 __

  Net proceeds from the sale of properties                                             (67)              3,862               3,474

  Purchases and improvement of properties                                         (123,036)           (282,607)           (186,008)

  Repayment of mortgage notes receivable, net                                        9,229                 491                 821
                                                                                 ---------           ---------           ---------

  NET CASH USED IN INVESTING ACTIVITIES                                           (113,846)           (277,772)           (177,439)
                                                                                 ---------           ---------           ---------




See Notes to Consolidated Financial Statements

                            (Continued on next page)
   10

                     NEW PLAN REALTY TRUST AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE YEARS ENDED JULY 31, 1998, 1997 AND 1996
                         (CONTINUED FROM PREVIOUS PAGE)
                                 (In Thousands)





                                                           1998               1997                 1996
                                                        ---------           ---------           ---------
                                                                                       
FINANCING ACTIVITIES

  Distributions to shareholders of shares                 (93,107)            (83,825)            (78,962)

  Issuance of preferred shares
    pursuant to a public offering,
    net of offering costs                                      --              72,775                  --

  Issuance of shares of beneficial interest
    pursuant to dividend reinvestment plan                 18,197              16,475              15,126

  Issuance of shares of beneficial interest
    pursuant to public offering, net of
    loans receivable and offering costs                                            --              81,228

  Issuance of shares of beneficial interest
    upon exercise of stock options                          3,645               2,456                 164

  Proceeds from short-term borrowing                           --              12,000              19,500

  Repayment of short-term borrowing                            --             (31,500)                 --

  Proceeds from sale of notes                              50,000             223,144              10,000

  Principal payments on mortgages                          (3,401)               (862)            (10,898)

  Repayment of loans receivable for the
    purchase of shares of beneficial interest                 508                 269                 286
                                                        ---------           ---------           ---------

    NET CASH PROVIDED BY FINANCING ACTIVITIES             (24,158)            210,932              36,444
                                                        ---------           ---------           ---------


    (DECREASE)/INCREASE IN CASH AND
      CASH EQUIVALENTS                                    (16,497)             38,481             (47,589)


Cash and cash equivalents at beginning of year             42,781               4,300              51,889
                                                        ---------           ---------           ---------


CASH AND CASH EQUIVALENTS AT END OF YEAR                $  26,284           $  42,781           $   4,300
                                                        =========           =========           =========




See Notes to Consolidated Financial Statements.
   11

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Organization and Income Taxes: New Plan Realty Trust was organized July
31, 1972 as a Massachusetts Business Trust. New Plan Realty Trust and
subsidiaries (the "Trust") have elected to be taxed as a Real Estate Investment
Trust ("REIT") under the applicable provisions of the Internal Revenue Code of
1986, as amended (the "Code"). Accordingly, the Trust does not pay Federal
income tax on income as long as income distributed to shareholders is at least
equal to 95% of real estate investment trust taxable income and pays no Federal
income tax on capital gains distributed to shareholders. The Trust may be
subject to tax by certain states that do not recognize the REIT. Provision for
such taxes has been included in real estate and other taxes.

         Basis of Consolidation: The consolidated financial statements include
the accounts of New Plan Realty Trust and its wholly owned subsidiaries. All
significant intercompany transactions and balances have been eliminated. Certain
prior period amounts have been reclassified to conform to the current year
presentation.

         Real Estate: Real estate is carried at cost less accumulated
depreciation and amortization. For financial reporting purposes, depreciation is
calculated on the straight-line method based on the estimated useful lives of
the assets ranging from 5 to 40 years. Amortization of leasehold improvements is
calculated on a straight-line basis over the shorter of the life of the lease or
the estimated useful life of the asset. If there is an event or a change in
circumstances that indicates that the basis of the Trust's property may not be
recoverable the Trust's policy is to assess any impairment in value by making a
comparison of the current and projected operating cash flows (excluding interest
and income taxes) of the property over its remaining useful life, on an
undiscounted basis, to the carrying amount of the property. Such carrying
amounts would be adjusted, if necessary, to reflect an impairment in the value
of the property.

         The Trust records sales when, among other criteria, the parties are
bound by the terms of a contract, all consideration has been exchanged and all
conditions precedent to closing have been performed. These conditions are
usually met at the time of closing. The cost and related accumulated
depreciation of assets sold are removed from the respective accounts and any
gain or loss is recognized in income.

         New Accounting Standards: During 1998, the Trust adopted the provisions
of SFAS 128 and SFAS 129. SFAS 129 had no impact on the financial statements.
Pursuant to SFAS 128, the Trust restated all per share data to conform with the
provisions of that pronouncement (See Note I).

         During fiscal 1998, the Financial Accounting Standards Board issued (a)
No. 130 "Reporting Comprehensive Income" ("SFAS 130"), which is effective for
fiscal years beginning after December 15, 1997, (b) No. 131 "Disclosures About
Segments of an Enterprise and Related Information" ("SFAS 131"), which is
effective for fiscal years beginning after December 15, 1997, (c) No 132
"Employees Disclosure About Pensions and Other Postretirement Benefits" ("SFAS
132") which is effective for fiscal years beginning after December 15, 1997 and
(d) No. 133 "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"), which is effective for fiscal years beginning after June 15, 1999.
Management believes that the implementation of SFAS 130, 131, 132 and 133 will
not have a material impact on the Trust's financial statements.

         In addition, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5") and Statement
of Position 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use" ("SOP 98-1"), which are effective for fiscal years
beginning after December 15, 1998. Further, the Emerging Issues Task Force of
the Financial Accounting Standards Board released Issue No. 97-11, "Accounting
for Internal Costs Relating to Real Estate Property Acquisitions" ("EITF 97-11")
and Issue No. 98-9, "Accounting for Contingent Rent in Interim Financial
Periods" ("EITF 98-9").

         SOP 98-5 requires that certain costs incurred in conjunction with
start-up activities be expensed. SOP 98-1 provides guidance on whether the costs
of computer software developed or obtained for internal use should be
capitalized or expensed. EITF 97-11 requires that the internal pre-acquisition
costs of identifying and acquiring operating property be expensed as incurred.
EITF 98-9 requires that contingent revenue not be accrued until a future
specified sales target is achieved.

         Management believes that, when adopted, SOP 98-5 and SOP 98-1 will not
have a significant impact on the Trust's financial statements. EITF 97-11 and
98-9 were adopted during fiscal year 1998 and did not have a material impact on
the Trust's financial statements.

         Cash Equivalents: Cash equivalents consist of short-term, highly liquid
debt instruments with original maturities of three months or less. Items
classified as cash equivalents include insured bank certificates of deposit and
commercial paper. At times cash balances at a limited number of banks may exceed
insurable amounts. The Trust believes it mitigates its risk by investing in or
through major financial institutions. Recoverability of investments is dependent
upon the performance of the issuer.

         Revenue Recognition: Lease agreements between the Trust and retail
tenants generally provide for additional rentals based on such factors as
percentage of tenants' sales in excess of specified volumes, increases in real
estate taxes, increases in Consumer Price Indices and common area maintenance
charges. These additional rentals are generally included in income when reported
to the Trust or when billed to tenants.

         The Trust recognizes rental income from leases with scheduled rent
increases on a straight-line basis over the lease term. Deferred rent
receivable, included in trade and notes receivable, represents the difference
between the straight-line rent and amounts currently due.

         Concentration of Credit Risk: No tenant or single property accounts for
more than 5% of the Trust's revenues.

         Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses and the disclosure of contingent assets and liabilities.
Actual results could differ from those estimates. The most significant
assumptions and estimates relate to depreciable lives, valuation of real estate
and the recoverability of mortgage notes and trade accounts receivable.



   12

         Internal Software Costs: Any costs associated with modifying computer
software for the year 2000 are expensed as incurred. Management does not believe
future costs to be incurred will be material.

NOTE B - MARKETABLE SECURITIES

         The Trust has classified all investments in equity securities as
available-for-sale. All investments are recorded at current market value with an
offsetting adjustment to shareholders' equity (Amounts in Thousands).




July 31,                             1998            1997
- --------                           ------          ------
                                                
Amortized cost/cost basis          $  974          $  977

Unrealized holdings gains             813           1,057
                                   ------          ------

Fair value                         $1,787          $2,034
                                   ======          ======


          The net decrease in unrealized holding gains that has been included as
a separate component of shareholders' equity is $244 for 1998. The weighted
average method is used to determine realized gain or loss on securities sold.
The market value of marketable securities is based on quoted market prices as of
July 31, 1998 and 1997.

NOTE C - MORTGAGES & NOTES RECEIVABLE

         Mortgages and Notes Receivable are collateralized principally by real
property and consist of the following (Amounts in Thousands):




July 31,                                                            1998             1997
                                                                 -------          -------
                                                                                
10% purchase money first mortgage, due August 31, 1998           $ 5,180          $ 5,180

9.38% purchase money first mortgage, due July 30, 1999             4,205            4,205

9.375% purchase money first mortgage, due July 27, 2002               --           10,350

12% leasehold mortgage, due May 1, 2008                              864              890

11.5% note, due April 30, 2004                                       212              237

8.75% purchase money first mortgage, due July 23, 1998                --              795

9% purchase money first mortgage, due July 23, 2000                  645               --

7.2% purchase money first mortgage, due May 9, 2001                  750              750

8.75% purchase money first mortgage, due July 23, 2001               700              700

10% leasehold mortgage, due May 31, 2008                           1,322               --
                                                                 -------          -------

                                                                 $13,878          $23,107
                                                                 =======          =======

NOTE D - OTHER RECEIVABLES  (Amounts in Thousands)


July 31,                                                            1998             1997
- --------                                                         -------          -------

Interest and dividends                                           $   266          $   599

Notes receivable                                                      46              338

Due from officers, trustees and employees (1)                        655              497

Miscellaneous receivables                                            409               30
                                                                 -------          -------

                                                                 $ 1,376          $ 1,464
                                                                 =======          =======


(1) Amounts, which are interest bearing, are either due on demand or have
scheduled maturities.


NOTE E - MORTGAGES AND CREDIT FACILITY

            Mortgages are collateralized by real property with aggregate
carrying amounts of approximately $269.7 million before accumulated depreciation
and amortization. As of July 31, 1998, mortgages payable bear interest at rates
ranging from 3.79% to 10.75%, having a weighted average rate of 7.795% per annum
and mature from 1998 to 2008.

           Scheduled principal payments during each of the next five fiscal
years and thereafter are approximately as follows (Amounts in Thousands):




Year Ending July 31,           Amount
- --------------------           ------
                                
1999                          $  4,240

2000                            30,873

2001                             9,562

2002                            21,707

2003                            18,470

Thereafter                      29,247
                              --------
Total                         $114,099
                              ========




   13

         The Trust has an unsecured revolving credit facility which provides for
up to $50 million of debt through November, 1998. At July 31, 1998 there were no
amounts outstanding under this facility. At the time of borrowing, the Trust can
choose from three interest rate options. There are restrictive covenants that
place a ceiling on total indebtedness of the lesser of 65% of tangible net worth
or $350,000,000, a ceiling on mortgage indebtedness of $105,000,000, a minimum
interest coverage ratio of 2.5 to 1 and a minimum tangible net worth of
$400,000,000.

         The Trust has outstanding approximately $40,000 of letters of credit as
of July 31, 1998.

         Interest costs capitalized for the years ended July 31, 1998, 1997, and
1996 were approximately $12,000, $868,000, and $203,000, respectively.

NOTE F - NOTES PAYABLE

         Notes Payable consists of the following (Amounts in Thousands):




Description                                    Face Amount       Due Date                    1998              1997
- -----------                                    -----------       --------                    ----              ----
                                                                                               

7.75% Senior notes, 
  effective interest rate 7.95%,
  net of unamortized discount:
  1998 - $1,019; 1997 -  $1,132                $100,000          4/6/2005                 $ 98,981         $ 98,868

6.80% Senior unsecured notes, 
  effective interest rate 6.87%, 
  net of unamortized
  discount:
  1998 - $192; 1997 - $234                       81,000          5/15/2002                  80,808           80,766

7.97% unsecured notes                            10,000          8/14/2026                  10,000           10,000

Variable rate unsecured notes                    49,000          8/3/1999                   49,000           49,000

Variable rate unsecured notes                    10,000          8/3/1998                   10,000           10,000

5.95% unsecured notes                            49,000          11/2/2026                  49,000           49,000

7.65% unsecured notes                            25,000          11/2/2026                  25,000           25,000

7.68% unsecured notes                            20,000          11/2/2026                  20,000           20,000

Variable rate unsecured notes                    40,000          5/15/2000                  40,000           40,000

7.35% unsecured notes                            30,000          6/15/2007                  30,000           30,000

6.9% unsecured notes                             50,000          2/15/2028                  50,000               --
                                                                                          --------         --------

Total                                                                                     $462,789         $412,634
                                                                                          ========         ========




         The Notes are uncollateralized and subordinate to mortgages payable and
rank equally with debt under the revolving credit facility. Where applicable,
the discount is being amortized over the life of the respective Notes using the
effective interest method. Interest is payable semi-annually or quarterly and
the principal is due at maturity. Among other restrictive covenants, there is a
restrictive covenant that limits the amount of total indebtedness to 65% of
total assets. For the year ended July 31, 1998, $387,000 of amortized discount
and issuing costs were included in interest expense.


NOTE G - OTHER LIABILITIES (Amounts in Thousands)




July 31,                                                                               1998                 1997
- --------                                                                               -----                ----
                                                                                                       
Accounts payable                                                                    $  3,362            $  2,096

Taxes payable                                                                         10,523               9,289

Interest payable on notes                                                              9,712               7,779

Amounts due seller of property                                                         1,952               1,467

Professional and personnel costs                                                       1,239               1,666

Accrued construction costs                                                             4,789               4,872

Acquisition costs                                                                      1,120               1,884

Other                                                                                  3,715               2,969

Deferred rent expense and rent received in advance                                     1,108               1,337
                                                                                     -------             -------

                                                                                     $37,520             $33,359
                                                                                     =======             =======



NOTE H - SHAREHOLDERS' EQUITY

         The Series A Cumulative Preferred Shares are redeemable at the option
of the Trust on or after June 15, 2007 at the liquidation preference of $500 a
share. The preferred shares pay dividends quarterly at the rate of 7.8% of the
liquidation preference per annum through September 15, 2012 and at the rate of
9.8% of the liquidation preference per annum thereafter. In connection with the
issuance of the Series A Cumulative Preferred Shares, 1,500,000 depositary
shares, each representing a 1/10 fractional interest in a share of cumulative
preferred, were sold to the public.




   14

         The Trust has the following stock option plans (the "Plans") pursuant
to which the Trust has granted (and in one instance, may continue to grant)
options to purchase Shares of Beneficial Interest of the Trust (the "Shares") to
officers, trustees and certain key employees of the Trust: (i) the 1985
Incentive Stock Option Plan (the "1985 Plan"), (ii) the March 1991 Stock Option
Plan (the "March 1991 Plan"), (iii) the Non-Qualified Stock Option Plan (the
"Non-Qualified Plan"), (iv) the 1991 Stock Option Plan (the "1991 Plan") and (v)
the 1997 Stock Option Plan (the "1997 Plan"). The exercise price of a Share
pursuant to each of the Plans is or was required (as the case may be) to be no
less than the fair market value of a Share on the date of grant. Under the 1985
Plan and the 1991 and 1997 Plans (with the exception of certain option grants of
10,000 Shares or more, as discussed below) and the Non-Qualified Plan, options
are exercisable 20% per year commencing one year from the date of grant. In the
case of certain option grants of 10,000 Shares or more under the 1991 Plan, such
option grants are exercisable 10% after the first anniversary of the date of
grant, 25% after the second anniversary of the date of grant, 45% after the
third anniversary of the date of grant, 70% after the fourth anniversary of the
date of grant and 100% after the fifth anniversary of the date of grant. In the
case of the March 1991 Plan, 30% of the options granted are exercisable on the
third anniversary of the date of grant and, thereafter, an additional 10% of the
granted options are exercisable on a yearly basis. Future option grants can be
made only under the 1991 and 1997 Plans.

The following table shows the activity and balances for each stock option plan
during the fiscal years indicated.



                                                        Non-           March
                                       1985             Qualified      1991                 1991            1997
Options                                Plan             Plan           Plan                 Plan            Plan
- -------                                ----             ----           ----                 ----            ----
                                                                                           
Outstanding July 31, 1995           351,600              5,000         1,300,000           422,250         


Exercised                            (5,000)                --                --            (4,000)        

Canceled                               (800)                --                --           (20,500)        

Granted                               3,200                 --                --            31,300         
                                 ----------         ----------        ----------        ----------         

Outstanding July 31, 1996           349,000              5,000         1,300,000           429,050         


Exercised                           (72,700)                --                --           (42,100)        

Canceled                                 --                 --                --           (26,800)        

Granted                                  --                 --                --           571,750         
                                 ----------         ----------        ----------        ----------         

Outstanding July 31, 1997           276,300              5,000         1,300,000           931,900         


Exercised                           (96,515)                --                --           (78,300)        

Canceled                            (26,085)                --                --           (85,350)         (101,250)

Granted                                                     --                --            41,500         1,408,750
                                 ----------         ----------        ----------        ----------         ---------

Outstanding July 31, 1998           153,700              5,000         1,300,000           809,750         1,307,500
                                 ==========         ==========        ==========        ==========         =========



Options exercisable at July 31, 1998
- ------------------------------------

Average outstanding option

  price, which was the market

  price of the shares on

  the dates of grant                $ 22.43            $ 21.88           $ 18.88           $ 21.86           $ 24.13


Average price of options

  exercised during 1998             $ 20.60                 --                --           $ 21.16                --



          The Trust has adopted the disclosure-only provision of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). Accordingly, no compensation expense has been
recognized for the options described above which were granted on or after August
1, 1995. Had compensation cost for these options been determined based on the
fair value on the grant date consistent with the provisions of SFAS 123, the
Trust's net earnings and earnings per share of beneficial interest would have
been changed to the pro forma amounts shown below.

          These pro forma adjustments to net income and net income per common
share assume fair values of each option grant estimated using the Black-Scholes
option pricing formula. The more significant assumptions underlying the
determination of such fair values for options granted during 1998, 1997 and 1996
include: (i) weighted average risk-free interest rates of 5.87%, 6.66% and 6.4%,
respectively; (ii) weighted average expected option lives of 6.5 years, 6.3
years and 6.3 years, respectively; (iii) an expected volatility of 18.25%, 19.3%
and 15.79%, respectively, and (iv) an expected dividend yield of 6.14%, 6.12%
and 6.12%, respectively. The per share weighted average fair value at the dates
of grant for options awarded during 1998, 1997 and 1996 was $2.78, $3.10 and
$2.83, respectively.





                                                           Net Income Per Share of Beneficial Interest
                                    Net Income             -------------------------------------------
                                   (in thousands)                   Basic                   Diluted
                                                                                   
Year ended July 31, 1998            $  83,904                       $1.41                     $1.41

Year ended July 31, 1997               76,465                        1.31                      1.30

Year ended July 31, 1996               70,510                        1.25                      1.25


         The Trust has a Dividend Reinvestment and Share Purchase Plan (the
"Plan") whereby shareholders may invest cash distributions and make optional
cash payments to purchase Shares of the Trust without payment of any brokerage
commission or service charge. The price per share of the additional shares to be
purchased with invested cash distributions is the midpoint between the day's
high and low sales prices on the New York Stock Exchange, less 5%.




   15

         The Trust has made loans to officers, trustees and employees primarily
for the purpose of purchasing its Shares. These loans are demand and term notes
bearing interest at rates ranging from 5% to 9.75%. Interest is payable
quarterly.

NOTE I - NET INCOME PER SHARE OF BENEFICIAL INTEREST

         On January 31, 1998 the Trust adopted Financial Accounting Standard No.
128 "Earnings Per Share". All per share data has been restated to conform to the
provisions of FAS 128.

         The following table sets forth the computation of average shares
outstanding and basic earnings and diluted earnings per share (Amounts in
Thousands, Except Per Share Amounts):



                                                               Year Ended July 31,
                                                      1998             1997            1996
                                                    --------         --------         --------
                                                                             
Numerators
- ----------
Net Income                                          $ 90,573         $ 77,037         $ 70,521
Less preferred stock dividend requirement             (5,850)            (461)              --
                                                    --------         --------         --------
Net income available to shares of beneficial
  interest                                          $ 84,723         $ 76,576         $ 70,521
                                                    ========         ========         ========

Denominators
- ------------
Weighted average shares outstanding for
  Basic EPS                                           59,365           58,461           56,484
Effects of Dilutive Securities - Options                 409              274              158
                                                    --------         --------         --------
Adjusted Weighted Average Shares
 Outstanding - For Diluted EPS                        59,774           58,735           56,642
                                                    ========         ========         ========
Basic EPS                                           $   1.43         $   1.31         $   1.25
Diluted EPS                                         $   1.42         $   1.30         $   1.25



NOTE J - LEASE AGREEMENTS

         The Trust has entered into leases, as lessee, in connection with ground
leases for shopping centers which it operates, an office building which it
sublets and administrative office space for the Trust. These leases are
accounted for as operating leases. The minimum annual rental commitments during
the next five fiscal years and thereafter are approximately as follows (Amounts
in Thousands):




Year Ending July 31,                          Amount
- --------------------                          ------
                                              
1999                                         $ 1,093

2000                                           1,074

2001                                           1,070

2002                                           1,109

2003                                           1,140

Thereafter                                    19,237
                                             -------
Total                                        $24,723
                                             =======


         For the years ended July 31, 1998 and 1996, the lease for office space
included contingent rentals for real estate tax escalations and operating
expense in the amount of $10,000 and $100,000, respectively. There were no
contingent rentals for the year ended July 31, 1997. In addition, ground leases
provide for fixed rent escalations and renewal options.

NOTE K - RENTAL INCOME UNDER OPERATING LEASES

         Minimum future rentals to be received during the next five fiscal years
and thereafter with initial or remaining noncancellable lease terms in excess of
one year are approximately as follows (Amounts in Thousands):




Year Ending July 31,                        Amount
- --------------------                        ------
                                            
1999                                      $128,162

2000                                       111,972

2001                                        94,189

2002                                        80,958

2003                                        67,270

Thereafter                                 372,028
                                          --------
Total                                     $854,579
                                          ========


         The above table assumes that all leases which expire are not renewed,
therefore neither renewal rentals nor rentals from replacement tenants are
included.

         Minimum future rentals do not include contingent rentals, which may be
received under certain leases on the basis of percentage of reported tenants'
sales volume accounted for under EITF 98-9 (See Summary of Significant
Accounting Policies), increases in Consumer Price Indices, common area
maintenance charges and real estate tax reimbursements. Contingent rentals
included in income for the years ended July 31, 1998, 1997 and 1996 amounted to
approximately $34,421,000, $28,933,000 and $26,173,000, respectively.



   16

NOTE L - PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

         The Trust acquired 14 shopping centers and five apartment complexes
during the year ended July 31, 1998. The aggregate acquisition cost of these
properties included existing mortgages and $105 million in cash. In addition,
the Trust completed the merger with Excel Realty Trust during September, 1998
(See Note Q). The pro forma financial information for the years ended July 31,
1998 and 1997 shown below is based on the historical statements of the Trust
after giving effect to the aforementioned acquisition of 19 properties and the
merger with Excel Realty Trust as if such acquisitions took place on August 1,
1997 and 1996, respectively.

         The purchase price allocations related to the Excel merger are
preliminary and are subject to adjustment based on the results of the various
appraisals and analyses of fair values.

         The pro forma financial information is presented for informational
purposes only and may not be indicative of results that would have actually
occurred had the acquisitions taken place at the dates indicated or of what may
occur in the future. (Amounts in Thousands, Except Per Share Data)




Year Ended July 31,                          1998               1997
- -------------------                          ----               ----
                                                           
Pro forma total revenues              $   411,737        $   392,259

Pro forma net income                  $   153,857        $   141,692

Pro forma net income per share

   of beneficial interest

       Basic                          $      1.52        $      1.41

       Diluted                        $      1.49        $      1.38




NOTE M - QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Amounts in Thousands,
Except Per Share Data)



                                                      Earnings Per Share
                                              Net            ----------------------
Year Ended July 31,          Revenue        Income           Basic         Diluted

1998
- ----
                                                                   
First                        $59,507        $21,537          $ .34          $ .34
                             
Second                        61,845         22,525            .36            .35
                             
Third                         63,481         22,899            .36            .36
                             
Fourth                        65,426         23,612            .37            .37

1997                         
- ----                         
First                        $47,783        $19,076          $ .33          $ .33
                             
Second                        51,147         19,092            .33            .32
                             
Third                         52,066         19,088            .32            .32
                             
Fourth                        55,825         19,781            .33            .33



NOTE N - SUPPLEMENTAL CASH FLOW INFORMATION

         The Trust entered into the following non-cash investing and financing
activities (Amounts in Thousands):




Year Ended July 31,                                                    1998           1997
- -------------------                                                    ----           ----
                                                                                   
Mortgages payable assumed in the acquisition of properties            $51,900        $17,500

Mortgages receivable in connection with the sale of properties        $    --        $   700


         State and local income taxes paid for the year ended July 31, 1998 and
1997 were $156,000 and $872,000, respectively. Interest paid for the years ended
July 31, 1998 and 1997 was $34,876,000 and $24,642,000, respectively.


NOTE O - RETIREMENT SAVINGS PLAN

         The Trust has a Retirement Savings Plan (the "Savings Plan").
Participants in the Savings Plan may elect to contribute a portion of their
earnings to the Savings Plan and the Trust may, at the discretion of the Board
of Trustees, make a voluntary contribution to the Savings Plan. For the years
ended July 31, 1998, 1997 and 1996, the Trust's expense for the Savings Plan was
$317,000, $250,000 and $228,000, respectively.



   17

NOTE P - FINANCIAL INSTRUMENTS

         The estimated fair values of the Trust's financial instruments are as
follows (Amounts in Thousands):




At July 31,                                                       1998      1997
- -----------                                                       ----      ----
                                                                                                          Corre-
                                                       Carrying        Fair      Carrying       Fair      sponding
                                                        Amounts        Value     Amounts        Value     Footnote
                                                        -------        -----     -------        -----     --------
                                                                                           
Assets:

  Cash and cash equivalents                             $ 26,284     $ 26,284    $ 42,781     $ 42,781       A

  Marketable securities                                    1,787        1,787       2,034        2,034       B

  Mortgages and notes receivable                          13,875       14,100      23,107       24,200       C

  Other receivables                                        1,376        1,376       1,464        1,464       D


Liabilities:

  Mortgages payable                                      114,099      115,700      65,573       67,500       E

  Notes payable                                          462,789      501,800     412,634      429,200       F

  Other liabilities                                       37,520       37,520      35,359       35,359       G


         The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is practicable:

         Cash and cash equivalents and other receivables and payables: The
carrying amount approximates fair value because of the short maturity of those
instruments.

         Marketable securities: Fair value is based on quoted market prices.

         Mortgages and Notes receivable: The fair value is estimated based on
discounting the future cash flows at a year-end risk adjusted lending rate that
the Trust would utilize for loans of similar risk and duration.

         Mortgages payable and Notes payable: The fair value is estimated based
on discounting future cash flows at a year-end adjusted borrowing rate which
reflects the risks associated with mortgages and notes of similar risk and
duration.



NOTE Q - SUBSEQUENT EVENTS

         Subsequent to July 31, 1998 the Trust purchased an apartment complex
containing 278 units and a single tenant retail property containing
approximately 34,000 gross leasable square feet. The properties are located in
North Carolina and Pennsylvania. The aggregate purchase price for such
properties was approximately $14.2 million.

         On August 11, 1998 the Trustees declared a cash distribution to
shareholders of record of the shares of beneficial interest as of September 1,
1998 in the amount of $.375 per share (approximately $22.5 million) payable on
September 11, 1998.

         On August 11, 1998 the Trustees declared a cash distribution to
shareholders of record of the Series A Cumulative Preferred Shares as of
September 1, 1998 in the amount of $9.75 per share ($.975 per depositary share,
approximately $1.5 million) payable on September 15, 1998.

         On September 25, 1998, New Plan Realty Trust, a Massachusetts business
trust (the "Trust"), Excel Realty Trust, Inc., a Maryland corporation ("Excel"),
and ERT Merger Sub, Inc., a Maryland corporation and a wholly-owned subsidiary
of Excel ("Sub"), voted to accept an Agreement and Plan of Merger dated as of
May 14, 1998 providing for the merger of the Sub with and into the Trust and the
Trust surviving as a wholly-owned subsidiary of Excel. Subsequently Excel
declared a 20% stock dividend and then issued one share of Excel for each of the
Trust's outstanding shares of beneficial interest. After the merger, the
combined company, which was renamed New Plan Excel Realty Trust, Inc. ("New Plan
Excel"), has approximately 93 million common shares outstanding. Holders of the
Trust's shares upon consummation of the merger hold approximately 65% of the
outstanding common stock of New Plan Excel. The Board of Directors of New Plan
Excel consists of the nine (9) current members of the Trust's Board and six (6)
members currently on Excel's Board. The dividend policy of New Plan Excel for
the first year following the merger is $1.60 per share with anticipated minimum
increases of $0.0025 per share per quarter until the current quarterly dividend
(expressed as an annual rate) is $1.67 per share.

         Holders of the Trust's Series A Cumulative Step Up Premium Rate
Preferred Shares received an equal amount of Excel's Series D Cumulative Voting
Step Up Premium Rate Preferred Stock ("Excel Series D Preferred Stock") with
substantially identical terms, except that holders of the Excel Series D
Preferred Stock will have the right to vote with the holders of the common stock
of New Plan Excel on all matters and for two additional directors of New Plan
Excel if the distributions on the Excel Series D Preferred Stock are in arrears
for six or more quarterly periods. In addition, an application will be made to
list the Excel Series D Preferred Stock on the New York Stock Exchange.

         The merger will, for financial accounting purposes, be accounted for as
an acquisition of Excel by New Plan using the purchase method of accounting. The
transaction was completed on September 28, 1998.



   18

                        NEW PLAN EXCEL REALTY TRUST INC.
                               UNAUDITED PRO FORMA
                       OPERATING AND FINANCIAL INFORMATION


         The following tables set forth summary consolidated pro forma operating
and financial information of New Plan Excel Realty Trust, Inc. for the year
ended July 31, 1998 as if the merger of New Plan and Excel and each respective
entity's property acquisitions during its current fiscal year had occurred on
July 31, 1998 for balance sheet data and August 1, 1997 for income statement
data. Information with respect to Excel is as of June 30, 1998 for balance sheet
data and for the year ended June 30, 1998 for income statement data. The pro
forma data included herein may not be indicative of the actual results or
financial position had the merger of New Plan and Excel and the property
acquisitions occurred on the dates indicated.

         The merger of New Plan and Excel has been accounted for as an
acquisition of Excel by New Plan using the purchase method of accounting. The
pro forma adjustments related to the merger are based on preliminary estimates
of value. Actual adjustments will be based on the results of various appraisals
and analyses of fair values.



   19

                        NEW PLAN EXCEL REALTY TRUST, INC.
           PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEETS - UNAUDITED
                                 (In Thousands)




                                                       New Plan           Excel
                                                      Historical          Historical          Pro Forma 
                                                      July 31,            June 30,            Combined                Pro Forma
                                                      1998 (2A)           1998 (2A)           Adjustments             Totals
                                                      ---------           ---------           -----------             ------
                                                                                                          
ASSETS

Real estate, net                                      $ 1,315,760         $   902,133         $   289,873(2B)         $ 2,507,766

Cash                                                       26,284              63,472             (12,200)(2C)             77,556

Accounts receivable, net                                   15,401               2,974                  --                  18,375

Notes receivable - affiliates                                  --              66,616                  --                  66,616

Notes receivable - other                                   13,878              30,975                  --                  44,853

Other assets                                               13,202              21,153              10,556(2D)              44,911
                                                      -----------         -----------         -----------             -----------

   Total assets                                       $ 1,384,525         $ 1,087,323         $   288,229             $ 2,760,077
                                                      ===========         ===========         ===========             ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

  Mortgages and other notes payable                   $   576,888         $   380,761         $     9,083(2E)         $   966,732

  Capital leases                                               --              27,229                  --                  27,229

  Accounts payable, accrued expenses and other
    liabilities                                            43,110              18,755                  --                  61,865
                                                      -----------         -----------         -----------             -----------

        Total liabilities                                 619,998             426,745               9,083               1,055,826
                                                      -----------         -----------         -----------             -----------

Minority interest in partnership                               --              41,249                  --                  41,249
                                                      -----------         -----------         -----------             -----------

Stockholders' Equity:

  Preferred stock                                          72,775                  28             (72,774)(2F)                 29

  Beneficial interests                                    759,853                  --            (759,853)(2F)                 --

  Common stock                                                 --                 234                 646(2F)                 880

  Additional paid-in capital                                   --             661,260           1,068,934(2F)           1,730,194

  Accumulated distributions in excess of net
    income                                                (66,608)            (42,193)             42,193(2F)             (66,608)

  Loans receivable - purchase of shares                    (2,306)                 --                  --                  (2,306)

  Unrealized gain on securities                               813                  --                  --                     813
                                                      -----------         -----------         -----------             -----------

    Total stockholders' equity                            764,527             619,329             279,146               1,663,002
                                                      -----------         -----------         -----------             -----------

    Total liabilities and stockholders' equity        $ 1,384,525         $ 1,087,323         $   288,229             $ 2,760,077
                                                      ===========         ===========         ===========             ===========




The accompanying notes and management's assumptions are an integral part of this
statement.
   20

                        NEW PLAN EXCEL REALTY TRUST, INC.
        PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME - UNAUDITED
                        FOR THE YEAR ENDED JULY 31, 1998
                    (In Thousands, Except Per Share Amounts)




                                                         New Plan
                                         New Plan        Property                        Excel
                                         Historical      Acquisitions                    Historical      Excel Property
                                         Year Ended      Aug. 1, 1997                    Year Ended      Acquisitions      
                                         July 31, 1998   to July 31,      New Plan       June 30,        July 1, 1997 to   
                                         (3A)            1998             Pro Forma      1998 (3A)       June 30, 1998     
                                         ----            ----             -----          ---------       -------------     
                                                                                                         
Revenues:

  Rental                                 $246,309        $ 12,894         $259,203       $113,069        $ 19,075          

  Interest and other                        3,950            (266)           3,684         22,231              36          
                                         --------        ---------        --------       --------        --------          

    Total revenue                         250,259          12,628          262,887        135,300          19,111          
                                         --------        --------         --------       --------        --------          

Expenses:

  Property expenses                        88,438           4,507           92,945         22,265           4,185          

  Interest                                 36,815           5,999           42,814         29,042           3,196          

  Depreciation and
   amortization                            31,622           1,749           33,371         15,111           2,215          

  General and administrative                2,770              --            2,770          6,313             488          
                                         --------        --------         --------       --------        --------          

     Total expenses                       159,645          12,255          171,900         72,731          10,084          
                                         --------        --------         --------       --------        --------          

  Income before real estate
   sales, minority interest
   and other                               90,614             373           90,987         62,569           9,027          

Minority interest                              --              --               --         (1,558)             --          

Gains on sales of securities
  and other                                   (41)             --              (41)        (2,229)             --          

Gain (loss) on sale of real
  estate                                       --              --               --            516              --          
                                         --------        --------         --------       --------        --------          

     Net income                          $ 90,573        $    373         $ 90,946       $ 59,298        $  9,027          
                                         ========        ========         ========       ========        ========          

Net income applicable to common shares

    Basic                                $84,723                          $ 85,096       $ 44,673                          

    Diluted                              $84,723                          $ 85,096       $ 46,231                          

Basic net income per common
  share                                  $  1.43                          $   1.43       $   2.06                          
                                         =======                          ========       ========                          

Diluted net income per common
  share                                  $  1.42                          $   1.42       $   1.95                          
                                         =======                          ========       ========                          




                                         
                                                                       Merger             
                                         Excel Legacy     Excel        Pro Forma          Combined Pro
                                         Spin-off (3K)    Pro Forma    Adjustments        Forma Results
                                         -------------    ---------    -----------        -------------
                                                                                    
Revenues:

  Rental                                 $ (3,703)        $128,441     $    243(3B)       $ 387,887

  Interest and other                       (2,101)          20,166           --              23,850
                                         ---------        --------     --------           ---------

    Total revenue                          (5,804)         148,607          243             411,737
                                         ---------        --------     --------           ---------

Expenses:

  Property expenses                            --           26,450          259(3C)         119,654

  Interest                                 (2,016)          30,222       (2,502)(3D)         70,534

  Depreciation and
   amortization                              (652)          16,674        7,495 (3E)         57,540

  General and administrative                (1,154)          5,647          310(3F)           8,727
                                         ----------       --------     --------           ---------

     Total expenses                         (3,822)         78,993        5,562             256,455
                                         ----------       --------     --------           ---------

  Income before real estate
   sales, minority interest
   and other                                (1,982)         69,614       (5,319)            155,282

Minority interest                               --          (1,558)          --              (1,558)

Gains on sales of securities
  and other                                     --          (2,229)          --              (2,270)

Gain (loss) on sale of real
  estate                                        --             516           --                 516
                                         ---------        --------     --------           ---------

     Net income                          $  (1,982)       $ 66,343     $ (5,319)          $ 151,970
                                         ==========       ========     =========          =========

Net income applicable to common shares

    Basic                                                 $ 51,718                        $ 131,495

    Diluted                                               $ 53,276                        $ 133,053

Basic net income per common
  share                                                   $   2.21                        $    1.50
                                                          ========                        =========

Diluted net income per common
  share                                                   $   2.09                        $    1.47
                                                          ========                        =========




   21

                        NEW PLAN EXCEL REALTY TRUST, INC.
        PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME - UNAUDITED
                        FOR THE YEAR ENDED JULY 31, 1998
                    (In Thousands, Except Per Share Amounts)
                                   (CONTINUED)




                                                                New Plan                                        
                                                New Plan        Property                                        Excel Property
                                                Historical      Acquisitions                   Excel            Acquisitions  
                                                Year Ended      Aug. 1, 1997                   Historical       July 1, 1997     
                                                July 31, 1998   to July 31,      New Plan      Year Ended       to June 30,      
                                                (3A)            1998             Pro Forma     June 30, 1998    1998             
                                                -------------   ------------     ---------     -------------    --------------   
                                                                                                               
Historical basic weighted average
 number of common shares
 outstanding                                    59,365                                         21,657

Historical diluted weighted average
 number of common shares
 outstanding                                    59,774                                         23,703

Pro forma basic weighted average
  number of common shares
  outstanding                                                                    59,365                          1,775(3G)       

Pro forma diluted weighted average
  number of common shares
  outstanding                                                                    59,774                          1,775(3G)       





                                                
                                                
                                                
                                                Excel         Excel      Merger         
                                                Legacy        Pro       Pro Forma        Combined Pro 
                                                Spin-off      Forma     Adjustments     Forma Results 
                                                --------      -----     -----------     -------------
                                                                            
Historical basic weighted average
 number of common shares
 outstanding                                    

Historical diluted weighted average
 number of common shares
 outstanding                                    

Pro forma basic weighted average
  number of common shares
  outstanding                                                 23,432                     87,483

Pro forma diluted weighted average
  number of common shares
  outstanding                                                 25,478                     90,348





      The accompanying notes and management's assumptions are an integral
                            part of this statement.
   22

                        NEW PLAN EXCEL REALTY TRUST, INC.

     NOTES AND MANAGEMENT'S ASSUMPTIONS TO PRO FORMA CONSOLIDATED CONDENSED
                        FINANCIAL INFORMATION - UNAUDITED
                    (In thousands, except per share amounts)

1. Summary of Accounting Treatment:

         The exchange of New Plan Shares of Beneficial Interest for Excel Common
Stock in connection with the Merger is being accounted for as a reverse merger
for financial reporting purposes as if New Plan has acquired Excel. As such, the
assets and liabilities of Excel have been adjusted to fair value in connection
with the application of purchase accounting.

2.  Adjustments to Pro Forma Consolidated Condensed Balance Sheets

         (A) Certain reclassifications have been made to the historical balance
sheets of New Plan and Excel in order to conform to the desired pro forma
combined condensed balance sheet presentation.

         (B) Represents adjustments to record the Merger in accordance with the
purchase method of accounting based upon an assumed purchase price of Excel
stock of $905,175. The purchase price was calculated assuming a market value of
New Plan Shares of Beneficial Interest of $24.20 per share times the outstanding
shares of Excel Common Stock of 28,118,668 after the 20% stock dividend to the
current holders of Excel Common Stock. In addition, the Excel Preferred A Stock
of 2,126,380 shares has been valued at $28.75 per share and the Excel Preferred
B Stock of 630,000 shares has been valued at $24.90 per 1/10 of a share. All
share prices were determined by taking the average of the closing stock prices
10 days before and after the announced merger date of May 14, 1998. The total
purchase price is as follows:




                                  Shares                             Total 
Security                        Outstanding    Value Per Share  Consideration
- --------                        -----------    ---------------  -------------
                                                              
Common Stock                    28,118,668        $   24.20     $  680,472

Series A preferred stock         2,126,380        $   28.75         61,133

Series B preferred stock
  to depositary shares             630,000        $   24.90        156,870
                                                                ----------

        Total consideration                                        898,475

Merger and the Other Transaction
  costs (see below)                                                  6,700
                                                                ----------

        Total purchase price                                      $905,175
                                                                ==========


         Estimated fees and expenses related to the Merger are as follows:



                                                                                     
                 Advisory fees                                                      $ 7,200

                 Accounting and legal                                                 2,000

                 Other costs                                                          3,000
                                                                                    -------

                        Total                                                        12,200

                 Less Excel expenses                                                  5,500
                                                                                    -------

                 New Plan transaction costs                                         $ 6,700
                                                                                    =======




   23

                        NEW PLAN EXCEL REALTY TRUST, INC.

                 NOTES AND MANAGEMENT'S ASSUMPTIONS TO PRO FORMA
      CONSOLIDATED CONDENSED FINANCIAL INFORMATION - UNAUDITED (Continued)
                    (In thousands, except per share amounts)



                                                                                    
     The adjustment to reflect investment in real estate:

Purchase price (see above)                                                             $ 905,175

Less historical book value of Excel equity                                              (619,329)

Transaction costs to be paid by Excel and expensed thereby
  reducing the historical book value of Excel                                              5,500

Adjustments to reflect certain assets and liabilities of Excel at fair value:

     Other assets (see Note (D))                                                       $ (10,556)

     Mortgages and other notes payable (see Note (E))                                      9,083
                                                                                       ---------

                                                                                          (1,473)

Adjustment required to reflect investment in real estate, net                          $ 289,873
                                                                                       =========

(C) To reflect the decrease in cash due to the estimated Merger costs                  $ (12,200)
                                                                                       =========

(D) Adjustments to other assets:

      To eliminate Excel's asset related to the straight-lining of rent
        related to leases                                                              $  (2,427)

      To eliminate Excel's asset of deferred financing costs                              (2,912)

      To eliminate Excel's asset of deferred leasing costs                                (1,083)

      To eliminate Excel's assets of organizational costs and goodwill                       (37)

      To adjust Excel's historical cost in ERT Development Corporation to
        estimated fair market value of $17,257                                            17,015
                                                                                       ---------

                                                                                       $  10,556
                                                                                       =========

(E) To record a premium required to adjust mortgages and other notes payable to
    fair value using estimated market rates ranging from 6.75% to 7.5% on
    an instrument by instrument basis                                                  $   9,083
                                                                                       =========

(F) To adjust stockholders' equity to reflect the issuance of Excel's common
    stock to owners of New Plan's shares of beneficial interest as follows:




                                                                                                                   Cumulative
                                                                                                Additional        Distributions
                                     Preferred           Beneficial           Common             Paid-in           in Excess of
                                       Stock             Interests            Stock              Capital            Net Income
                                       -----             ---------            -----              -------            ----------
                                                                                                           
Exchange of New Plan Shares of
  Beneficial Interest for Excel
  Common Stock                      $        --         $  (759,853)        $       599         $   759,254         $        --

Exchange of New Plan Preferred
  Stock for Excel Preferred Stock       (72,774)                 --                  --              72,774                  --

Excel's historical Stockholders'
  equity                                    (28)                 --                (234)           (661,260)             42,193

Value of Excel acquisition                   28                  --                 281             898,166                  --
                                    -----------         -----------         -----------         -----------         -----------

                                    $   (72,774)        $  (759,853)        $       646         $ 1,068,934         $    42,193
                                    ===========         ===========         ===========         ===========         ===========


         The historical cost of the other assets, including all accounts and
notes receivable, and liabilities of Excel are estimated to be their fair market
value.



   24

                        NEW PLAN EXCEL REALTY TRUST, INC.

                 NOTES AND MANAGEMENT'S ASSUMPTIONS TO PRO FORMA
      CONSOLIDATED CONDENSED FINANCIAL INFORMATION - UNAUDITED (Continued)
                    (In thousands, except per share amounts)

3. Adjustments To Pro Forma Consolidated Condensed Statements of Income

         (A) Certain reclassifications have been made to the historical
statements of income of New Plan and Excel in order to conform to the desired
pro forma combined condensed statements of income presentation. The Consolidated
Condensed Statements of Income include pro forma adjustments for real estate
acquisitions that both companies have made within the past twelve months. The
cash used to acquire real estate by New Plan has been assumed to come from
available cash in savings and from new debt issues. The new debt issued by New
Plan was assumed to have an average interest rate of 6.8%. Depreciation expense
on the New Plan acquisitions was based on an estimated useful life of 40 years,
using the straight line method and allocating the cost between land and building
at 20% and 80%, respectively. The cash used to acquire real estate by Excel has
been assumed to come from approximately $223 million in equity offerings and the
issuance of $39 million in debt.

         The following adjustments have been made to convert the operations of
Excel, which has reported operations on a calendar year basis, to a year ended
June 30, 1998 (this approximates the July 31 year end of New Plan).




                                                             Add:
                                                             Six Months        Less:
                                           Year Ended,       Ended             Six Months Ended    Year Ended
                                           Dec. 31, 1997     June 30, 1998     June 30, 1997       June 30, 1998
                                           -------------     -------------     -------------       -------------
                                                                                           
Revenues:                                    $  83,112         $  63,486         $  33,529         $ 113,069

  Rental revenue                                22,346            10,021            10,136            22,231
                                             ---------         ---------         ---------         ---------

  Interest and other                           105,458            73,507            43,665           135,300
                                             ---------         ---------         ---------         ---------

      Total revenue

Expenses:

  Property expenses                             14,023            13,689             5,447            22,265

  Interest                                      23,991            14,886             9,835            29,042

  Depreciation and amortization                 11,621             8,248             4,758            15,111

  General and administrative                     5,046             3,614             2,347             6,313
                                             ---------         ---------         ---------         ---------

      Total expenses                            54,681            40,437            22,387            72,731
                                             ---------         ---------         ---------         ---------

  Income before real estate sales,
    minority interest and other                 50,777            33,070            21,278            62,569

Minority interest                                 (816)             (812)              (70)           (1,558)

Real estate gains on sale/impairments              523               286               293               516

Other                                           (1,522)             (707)               --            (2,229)
                                             ---------         ---------         ---------         ---------

      Net income                             $  48,962         $  31,837         $  21,501         $  59,298
                                             =========         =========         =========         =========

Basic net income per share                   $    2.06         $    0.98         $    0.95         $    2.06
                                             =========         =========         =========         =========

Diluted net income per share                 $    1.97         $    0.93         $    0.93         $    1.95
                                             =========         =========         =========         =========




   25

                        NEW PLAN EXCEL REALTY TRUST, INC.

                 NOTES AND MANAGEMENT'S ASSUMPTIONS TO PRO FORMA
      CONSOLIDATED CONDENSED FINANCIAL INFORMATION - UNAUDITED (Continued)
                    (In thousands, except per share amounts)



                                                                                     
(B) To recognize revenue from straight-lining rent related to Excel's leases
    which will be reset in connection with the
    Merger                                                                              $    243

(C) To reflect the decrease in amortization of Excel's deferred
    leasing costs                                                                       $   (259)

(D) To reflect the following adjustments to interest expense:

    (1) To recognize the elimination of amortization of
        deferred loan costs                                                             $   (763)

    (2) To reflect the amortization of the premium required to adjust Excel's
        mortgages and other notes payable to
        fair value                                                                        (1,739)
                                                                                        --------

          Total adjustment                                                              $ (2,502)
                                                                                        ========

(E) To reflect the increase in depreciation as a result of recording Excel's
    real estate assets at fair value versus historical cost, utilizing an
    estimated useful life of 40 years and allocating the cost between land and
    buildings at 20% and 80%, respectively 

          Pro forma depreciation                                                        $ 23,840

          Excel's historical depreciation                                                (14,782)

          Pro forma depreciation on property acquisitions                                 (2,215)

          Pro forma depreciation from Legacy spin-off                                        652
                                                                                        --------

    Total adjustment                                                                    $  7,495
                                                                                        ========

(F) To reflect the increase in general and administrative costs mainly due to
    increased salary costs under new contractual
    agreements                                                                          $    310

(G) To increase the weighted average shares outstanding for Excel for the
    issuance of common stock and common stock equivalents for the purchase of
    real estate by Excel. These shares have been accounted for on a pro forma
    basis to be outstanding during the entire period presented 

          Basic                                                                            1,775

          Diluted                                                                          1,775

(H) The pro forma weighted average number of common shares outstanding for the
    periods are computed based on the historical weighted average shares
    outstanding of New Plan and 1.2 times the pro forma weighted average shares
    outstanding of Excel after giving effect to the issuance of common stock
    equivalents for the purchase of real estate as noted in item (G) above 

(I) Includes pro forma effects of the acquisition of real estate properties by
    New Plan 

(J) Reflects the decrease in net income applicable to common shares due to the
    assumed issuance of Excel preferred securities on July 1, 1997

(K) In March 1998, Excel spun off 100% of the shares of Excel Legacy Corporation
    to its shareholders. This entry reflects the effect of this transaction as
    if it had occurred July 1, 1997




   26
                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: October 13, 1998                  NEW PLAN REALTY TRUST

                                        By:     /S/ STEVEN F. SIEGEL
                                                --------------------------------
                                        Name:   Steven F. Siegel
                                                --------------------------------
                                        Title:  Senior Vice President and 
                                                  General Counsel
                                                --------------------------------


   27
                                  EXHIBIT INDEX



Exhibit No.         Description

                 
2.1                 Agreement and Plan of Merger, dated May 14, 1998, as amended
                    as of August 7, 1998, among Excel Realty Trust, Inc., ERT
                    Merger Sub, Inc. and New Plan Realty Trust (incorporated by
                    reference to Exhibit 2.1 to the Registrant's Registration 
                    Statement on Form S-4 (No. 333-61131) filed with the 
                    Securities and Exchange Commission on August 11, 1998).

23.1                Consent of PricewaterhouseCoopers LLP.

99.1                Press Release, dated September 25, 1998, announcing
                    stockholder approval of the Merger and the payment of a 20%
                    stock dividend to holders of Excel common stock.

99.2                Press Release, dated September 28, 1998, announcing the
                    consummation of the Merger.