_____________________________________________________________________________
_____________________________________________________________________________


                     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) June 19, 1995 (May 31, 1995)
                                                 ____________________________



                            NEW PLAN REALTY TRUST                            
_____________________________________________________________________________
             (Exact Name of Registrant as Specified in Charter)


       Massachusetts              0-7532               13-1995781            
_____________________________________________________________________________
(State or Other Jurisdiction    (Commission           (IRS Employer
     of Incorporation)         File Number)        Identification No.)



  1120 Avenue of the Americas, New York, New York       10036                
_____________________________________________________________________________
     (Address of Principal Executive Offices)        (Zip Code)


      Registrant's telephone number, including area code (212) 869-3000
                                                         ____________________

_____________________________________________________________________________
        (Former Name or Former Address, if Changed Since Last Report)


_____________________________________________________________________________
_____________________________________________________________________________

Item 5.  Other Events.

     On June 7, 1995, New Plan Realty Trust, a Massachusetts business trust
(the "Company"), sold an aggregate principal amount of $81,000,000 of 6.80%
Senior Notes Due May 15, 2002 (the "Notes"), as described in the Company's
Prospectus Supplement dated May 31, 1995 to the Company's Prospectus dated
May 31, 1995.  The Notes were priced at a discount and offered to the public
at 99.612% of their face amount.  The Notes were registered as part of the
Company's Registration Statement on Form S-3 (No. 33-53311), which was
declared effective by the Securities and Exchange Commission on May 23, 1994. 
The Notes were purchased by Lehman Brothers Inc. (the "Underwriter"), as the
sole underwriter, pursuant to that certain Underwriting Agreement between the
Company and the Underwriter, dated May 31, 1995 (the "Underwriting
Agreement").

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

     (a)  Financial Statements of Businesses Acquired.

          None

     (b)  Pro Forma Financial Information.

          None

     (c)  Exhibits.

          1.   Underwriting Agreement between the Company and the
               Underwriter, dated May 31, 1995.


                                 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:  June 19, 1995

                                   NEW PLAN REALTY TRUST


                                   By:/s/ Michael I. Brown
                                      ______________________________________
                                          Michael I. Brown
                                          Chief Financial Officer
                                           and Controller

                                                                             


                            NEW PLAN REALTY TRUST
                      (a Massachusetts business trust)

          Debt Securities and Warrants to Purchase Debt Securities

                           UNDERWRITING AGREEMENT


                                                  May 31, 1995


Lehman Brothers Inc.
Three World Financial Center
New York, New York 10285


Dear Sirs:


     New Plan Realty Trust, a Massachusetts business trust (the "Trust")
proposes to issue and sell senior debt securities (the "Senior Securities")
or subordinated debt securities (the "Subordinated Securities"), or both,
and/or warrants to purchase Senior Securities or Subordinated Securities (the
"Warrants"), or both, from time to time, in one or more offerings on terms to
be determined at the time of sale.  The Senior Securities will be issued
under an indenture dated as of March 29, 1995 (the "Senior Indenture")
between the Trust and The First National Bank of Boston, as trustee (the
"Senior Trustee"), and the Subordinated Securities will be issued under an
indenture (the "Subordinated Indenture") between the Trust and a banking
institution organized under the laws of the United States of America or a
particular State thereof (the "Subordinated Trustee").  The term "Trustee" as
used herein shall refer to either the Senior Trustee or the Subordinated
Trustee, as appropriate, for Senior Securities or Subordinated Securities. 
The Senior Indenture and the Subordinated Indenture are each sometimes
referred to as the "Indenture".  The Warrants will be issued pursuant to a
Warrant Agreement (the "Warrant Agreement") between the Trust and a warrant
agent (the "Warrant Agent").  Each series of Senior Securities, Subordinated
Securities or Warrants may vary, as applicable, as to aggregate principal
amount, maturity date, interest rate or formula and timing of payments
thereof, redemption and/or repayment provisions, conversion provisions,
sinking fund requirements, if any, and any other variable terms which the
Senior Indenture, the Subordinated Indenture or any Warrant Agreement, as the
case may be, contemplates.  The Senior Securities, the Subordinated
Securities or Warrants may be offered either together or separately.  As used
herein, "Securities" shall mean Senior Securities, Subordinated Securities or
Warrants or any combination thereof; and "Warrant Securities" shall mean the
Senior Securities or Subordinated Securities issuable upon exercise of
Warrants.  As used herein, "you" and "your", unless the context otherwise
requires, shall mean the parties to whom this Agreement is addressed together
with the other parties, if any, identified in the applicable Terms Agreement
(as hereinafter defined) as additional co-managers with respect to
Underwritten Securities (as hereinafter defined) purchased pursuant thereto.

     Whenever the Trust determines to make an offering of Securities through
you or through an underwriting syndicate managed by you, the Trust will enter
into an agreement (the "Terms Agreement") providing for the sale of such
Securities (the "Underwritten Securities") to, and the purchase and offering
thereof by, you and such other underwriters, if any, selected by you as have
authorized you to enter into such Terms Agreement on their behalf (the
"Underwriters", which term shall include you whether acting alone in the sale
of the Underwritten Securities or as a member of an underwriting syndicate
and any Underwriter substituted pursuant to Section 10 hereof).  The Terms
Agreement relating to the offering of Underwritten Securities shall specify
the principal amount of Underwritten Securities to be initially issued,
including the number of Warrants, if any (the "Initial Underwritten
Securities"), the names of the Underwriters participating in such offering
(subject to substitution as provided in Section 10 hereof), the principal
amount of Initial Underwritten Securities, including the number of Warrants,
which each such Underwriter severally agrees to purchase, the names of such
of you or such other Underwriters acting as co-managers, if any, in
connection with such offering, the price at which the Initial Underwritten
Securities are to be purchased by the Underwriters from the Trust, the
initial public offering price, the time, date and place of delivery and
payment, any delayed delivery arrangements and any other variable terms of
the Initial Underwritten Securities (including, but not limited to, current
ratings, designations, denominations, interest rates or formulas, interest
payment dates, maturity dates, conversion provisions, redemption and/or
repayment provisions and sinking fund requirements and the terms of the
Warrant Securities and the terms, prices and dates upon which such Warrant
Securities may be purchased).  In addition, each Terms Agreement shall
specify whether the Trust has agreed to grant to the Underwriters an option
to purchase additional Underwritten Securities to cover over-allotments, if
any, and the principal amount of Underwritten Securities, including the
number of Warrants, subject to such option (the "Option Securities").  As
used herein, the term "Underwritten Securities" shall include the Initial
Underwritten Securities and all or any portion of the Option Securities
agreed to be purchased by the Underwriters as provided herein, if any.  The
Terms Agreement, which shall be substantially in the form of Exhibit A
hereto, may take the form of an exchange of any standard form of written
telecommunication between you and the Trust.  Each offering of Underwritten
Securities through you or through an underwriting syndicate managed by you
will be governed by this Agreement, as supplemented by the applicable Terms
Agreement. 

     The Trust has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 33-53311) for the
registration of the Securities (including the Underwritten Securities) and
Warrant Securities and certain of the Trust's equity securities and warrants
to purchase equity securities, under the Securities Act of 1933, as amended
(the "1933 Act"), and the offering thereof from time to time in accordance
with Rule 415 of the rules and regulations of the Commission under the 1933
Act (the "1933 Act Regulations"), and the Trust has filed such amendments
thereto as may have been required prior to the execution of the applicable
Terms Agreement.  Such registration statement (as amended, if applicable) has
been declared effective by the Commission and the Senior Indenture has been,
and if the Trust issues Subordinated Securities, the Subordinated Indenture
will be, qualified under the Trust Indenture Act of 1939, as amended (the
"1939 Act").  Such registration statement (as amended, if applicable), on the
one hand, and the prospectus constituting a part thereof and each prospectus
supplement relating to the offering of Underwritten Securities provided to
the Underwriters for use (whether or not such prospectus supplement is
required to be filed by the Trust pursuant to Rule 424(b) of the 1933 Act
Regulations) (the "Prospectus Supplement"), on the other hand, including all
documents incorporated therein by reference, as from time to time amended or
supplemented pursuant to the 1933 Act, the Securities Exchange Act of 1934,
as amended (the "1934 Act") or otherwise, are referred to herein as the "Re-
gistration Statement" and the "Prospectus", respectively; provided, however,
that a Prospectus Supplement shall be deemed to have supplemented the
Prospectus only with respect to the offering of Underwritten Securities to
which it relates.  All references in this Agreement to financial statements
and schedules and other information which is "contained," "included" or
"stated" in the Registration Statement or the Prospectus (and all other
references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information which is or is
deemed to be incorporated by reference in the Registration Statement or the
Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement or the Prospectus
shall be deemed to mean and include, without limitation, the filing of any
document under the 1934 Act which is or is deemed to be incorporated by
reference in the Registration Statement or the Prospectus, as the case may
be.

     Section I.  Representations and Warranties.

     A.  The Trust represents and warrants to you, as of the date hereof, and
to you and each other Underwriter named in the applicable Terms Agreement, as
of the date thereof (such latter date being referred to herein as a "Repre-
sentation Date"), as follows:

           1.  The Registration Statement and the Prospectus, at the time the
     Registration Statement became effective, complied, and as of the
     applicable Representation Date will comply, in all material respects
     with the requirements of the 1933 Act, the 1933 Act Regulations and the
     1939 Act; the Registration Statement, at the time the Registration
     Statement became effective, did not, and as of the applicable
     Representation Date, will not, contain an untrue statement of a material
     fact or omit to state a material fact required to be stated therein or
     necessary to make the statements therein not misleading;  the
     Prospectus, as of the date hereof does not, and as of the applicable
     Representation Date and at Closing Time (as hereinafter defined) will
     not, include an untrue statement of a material fact or omit to state a
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;
     provided, however, that the representations and warranties in this
     subsection shall not apply to that part of the Registration Statement or
     the Prospectus made in reliance upon and in conformity with information
     furnished to the Trust in writing by any Underwriter through you
     expressly for use in the Registration Statement or the Prospectus or to
     that part of the Registration Statement which shall constitute the
     Statement of Eligibility under the 1939 Act (Form T-1) (the "Statement
     of Eligibility") of the Senior Trustee and the Subordinated Trustee
     under the Senior Indenture and the Subordinated Indenture, respectively.

           2.  The documents, as amended, if applicable, incorporated or
     deemed to be incorporated by reference in the Prospectus pursuant to
     Item 12 of Form S-3 under the 1933 Act, at the time they were or
     hereafter are filed with the Commission, complied and will comply in all
     material respects with the requirements of the 1934 Act and the rules
     and regulations of the Commission under the 1934 Act (the "1934 Act
     Regulations"), and, when read together with the other information in the
     Prospectus, at the time the Registration Statement became effective and
     as of the applicable Representation Date or Closing Time or during the
     period specified in Section 3(f), did not and will not include an untrue
     statement of a material fact or omit to state a material fact required
     to be stated therein or necessary to make the statements therein, in the
     light of the circumstances under which they were made, not misleading.

           3.  The accountants who certified the financial statements and
     supporting schedules included in, or incorporated by reference into, the
     Registration Statement and the Prospectus are independent public
     accountants as required by the 1933 Act and the 1933 Act Regulations.

           4.  The financial statements and supporting schedules included in,
     or incorporated by reference into, the Registration Statement and the
     Prospectus present fairly in all material respects the financial
     position of the Trust and its consolidated subsidiaries as of the dates
     indicated and the results of their operations for the periods specified;
     except as otherwise stated in the Registration Statement and the
     Prospectus, said financial statements have been prepared in conformity
     with generally accepted accounting principles applied on a consistent
     basis; and the supporting schedules included or incorporated by
     reference in the Registration Statement and the Prospectus present
     fairly in all material respects the information required to be stated
     therein.

           5.  Since the respective dates as of which information is given in
     the Registration Statement and the Prospectus, except as otherwise
     stated therein, (A) there has been no material adverse change in the
     condition, financial or otherwise, or in the earnings, business or
     business prospects of the Trust and its subsidiaries considered as one
     enterprise, whether or not arising in the ordinary course of business,
     (B) there have been no transactions or acquisitions entered into by the
     Trust or any of its subsidiaries other than those arising in the
     ordinary course of business, which are material with respect to the
     Trust and its subsidiaries considered as one enterprise, and (C) except
     for regular quarterly dividends on the Trust's  shares of beneficial
     interest without par value (the "Common Shares"), or dividends declared,
     paid or made in accordance with the terms of any series of the Trust's
     preferred shares of beneficial interest, par value $1.00 per share (the
     "Preferred Shares"), there has been no dividend or distribution of any
     kind declared, paid or made by the Trust on any class of its Common
     Shares or Preferred Shares.

           6.  The Trust has been duly established and is validly existing as
     a voluntary association (commonly referred to as a business trust) in
     good standing under the laws of the Commonwealth of Massachusetts; the
     declaration of trust, as amended (the "Declaration of Trust") pursuant
     to which the Trust was established, confers upon the trustees therein
     named, and their successors in trust, power and authority to hold
     mortgages, to own and lease real property and to conduct its business as
     described in the Prospectus; and the Trust is duly qualified and in good
     standing in each jurisdiction in which the ownership of its property or
     the conduct of its business requires such qualification, except where
     the failure to so qualify would not have a material adverse effect on
     the condition, financial or otherwise, or the earnings, business or
     business prospects of the Trust and its subsidiaries considered as one
     enterprise.

           7.  Each subsidiary of the Trust has been duly incorporated and is
     validly existing as a corporation in good standing under the laws of the
     jurisdiction of its incorporation, has corporate power and authority to
     hold mortgages, to own and lease property and to conduct its business as
     described in the Prospectus and is duly qualified as a foreign
     corporation to transact business and is in good standing in each
     jurisdiction in which such qualification is required, except where the
     failure to so qualify would not have a material adverse effect on the
     condition, financial or otherwise, or the earnings, business or business
     prospects of the Trust and its subsidiaries considered as one
     enterprise; and all of the issued and outstanding capital stock of each
     such subsidiary has been duly authorized and validly issued, is fully
     paid and non-assessable and is owned by the Trust free and clear of any
     security interest, mortgage, pledge, lien, encumbrance, claim or equity,
     except for security interests granted in respect of indebtedness of the
     Trust or any of its subsidiaries and referred to in the Prospectus.

           8.  The Indenture has been duly and validly authorized, executed
     and delivered by the Trust and constitutes the valid and legally binding
     agreement of the Trust, enforceable in accordance with its terms, except
     as enforcement thereof may be limited by bankruptcy, insolvency,
     reorganization, moratorium or other similar laws relating to or
     affecting enforcement of creditors' rights generally or by general
     equity principles (regardless of whether enforcement is considered in a
     proceeding in equity or at law).

           9.  The authorized, issued and outstanding Common Shares and
     Preferred Shares, if any, of the Trust are as set forth in the
     Prospectus under "Capitalization" (except for (x) 1,000,000 authorized
     Preferred Shares, none of which have been issued as of the date hereof,
     and (y) subsequent issuances, if any, pursuant to reservations,
     agreements or the exercise of convertible securities referred to in the
     Registration Statement including, without limitation, exercise of share
     options, granting of share options or issuance of shares pursuant to the
     dividend reinvestment plan); and such Common Shares and Preferred
     Shares, if any, of the Trust have been duly authorized and validly
     issued and are fully paid and non-assessable, except as described in the
     section "Summary of Declaration of Trust -- Shareholders' Liability to
     Third Persons and Indemnification by Trust" in an exhibit to the Trust's
     Form 8-A dated May 30, 1986, and are not subject to preemptive or other
     similar rights.

          10.  The Underwritten Securities (other than the Warrants) have
     been duly authorized for issuance and sale pursuant to this Agreement
     and when issued, authenticated and delivered pursuant to the provisions
     of the Indenture against payment of the consideration therefor specified
     in the applicable Terms Agreement or any Delayed Delivery Contract (as
     hereinafter defined), such Underwritten Securities will constitute valid
     and legally binding obligations of the Trust, enforceable in accordance
     with their terms, except as enforcement thereof may be limited by
     bankruptcy, insolvency, reorganization, moratorium or other similar laws
     relating to or affecting enforcement of creditors' rights generally or
     by general equity principles (regardless or whether enforcement is
     considered in a proceeding in equity or at law); such Underwritten
     Securities and the Indenture conform in all material respects to all
     statements relating thereto contained in the Prospectus; and such
     Underwritten Securities will be entitled to the benefits provided by the
     Indenture.

          11.  The Warrants have been duly authorized and, when issued and
     delivered pursuant to this Agreement and countersigned by the Warrant
     Agent as provided in the Warrant Agreement, will have been duly
     executed, countersigned, issued and delivered and will constitute valid
     and legally binding obligations of the Trust entitled to the benefits
     provided by the Warrant Agreement under which they are to be issued,
     except as enforcement of such benefits may be limited by bankruptcy,
     insolvency, reorganization, moratorium or other similar laws relating to
     or affecting creditors' rights generally or by general equity principles
     (regardless of whether enforcement is considered in a proceeding in
     equity or at law); the issuance of the Warrant Securities upon exercise
     of the Warrants will not be subject to preemptive or other similar
     rights; and the Warrants conform in all material respects to all
     statements relating thereto contained in the Prospectus.

          12.  If applicable, the Common Shares or Preferred Shares issuable
     upon conversion of any of the Securities will have been duly and validly
     authorized and reserved for issuance upon such conversion by all
     necessary action and such shares, when issued upon such conversion, will
     be duly and validly issued, fully paid and non-assessable, except as
     described in the section "Summary of Declaration of Trust --
     Shareholders' Liability to Third Persons and Indemnification by Trust"
     in an exhibit to the Trust's Form 8-A dated May 30, 1986, and the
     issuance of such shares upon such conversion will not be subject to
     preemptive or other similar rights; the Common Shares or Preferred
     Shares so issuable conform in all material respects to all statements
     relating thereto contained in the Prospectus.

          13.  If applicable, the Warrant Securities will have been duly and
     validly authorized by all necessary trust action and when issued upon
     exercise of the Warrants, will constitute valid and legally binding
     obligations of the Trust, except as enforcement of such benefits may be
     limited by bankruptcy, insolvency, reorganization, moratorium or other
     similar laws relating to or affecting creditors' rights generally and by
     general equity principles (regardless of whether enforcement is
     considered in a proceeding in equity or at law); the Warrant Securities
     so issuable conform in all material respects to all statements relating
     thereto contained in the Prospectus.

          14.  The applicable Warrant Agreement, if any, will have been duly
     authorized, executed and delivered by the Trust prior to the issuance of
     any applicable Underwritten Securities, and constitutes a valid and
     legally binding agreement of the Trust enforceable in accordance with
     its terms, except as enforcement thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or other similar laws relating to
     or affecting creditors' rights generally or by general equity principles
     (regardless of whether enforcement is considered in a proceeding in
     equity or at law); and the Warrant Agreement, if any, conforms in all
     material respects to all statements relating thereto contained in the
     Prospectus.

          15.  Neither the Trust nor any of its subsidiaries is in violation
     of its Declaration of Trust or in default in the performance or
     observance of any obligation, agreement, covenant or condition contained
     in any contract, indenture, mortgage, loan agreement, note, lease (other
     than as disclosed in the Prospectus) or other instrument to which the
     Trust or any of its subsidiaries is a party or by which it or any of
     them may be bound, or to which any of the property or assets of the
     Trust or any of its subsidiaries is subject where the violation or
     default might result in a material adverse change in the condition,
     financial or otherwise, or in the earnings, business or business
     prospects of the Trust and its subsidiaries considered as one
     enterprise; and the execution, delivery and performance of this
     Agreement, the applicable Terms Agreement, the Indenture or the
     applicable Warrant Agreement, if any, and the consummation of the
     transactions contemplated herein and therein and compliance by the Trust
     with its obligations hereunder and thereunder have been duly authorized
     by all necessary action on the part of the Trust, and will not conflict
     with or constitute a breach of, or default under, or result in the crea-
     tion or imposition of any lien, charge or encumbrance upon any property
     or assets of the Trust or any of its subsidiaries pursuant to any con-
     tract, indenture, mortgage, loan agreement, note, lease or other
     instrument to which the Trust or any of its subsidiaries is a party or
     by which it or any of them may be bound, or to which any property or
     assets of the Trust or any of its subsidiaries is subject, except for
     any such default or violation that could not reasonably result in a
     material adverse change in the condition, financial or otherwise, or in
     the earnings, business or business prospects of the Trust and its
     subsidiaries considered as one enterprise nor will such action result in
     any violation of the Declaration of Trust of the Trust or any law,
     administrative regulation or administrative or court decree except for
     any such default or violation that could not reasonably result in a
     material adverse change in the condition, financial or otherwise, or in
     the earnings, business or business prospects of the Trust and its
     subsidiaries considered as one enterprise.

          16.  The Trust is qualified as a "real estate investment trust"
     under the Internal Revenue Code of 1986, as amended (the "Code"), and
     will be so qualified for the taxable year in which sales of the
     Underwritten Securities are to occur.

          17.  The Trust is not required to be registered under the
     Investment Company Act of 1940, as amended (the "1940 Act").

          18.  There is no action, suit or proceeding before or by any court
     or governmental agency or body, domestic or foreign, now pending, or, to
     the knowledge of the Trust (for purposes of this Agreement, such
     knowledge shall mean the actual knowledge of a Trust officer, trustee or
     regional manager), threatened against or affecting the Trust or any of
     its subsidiaries which is required to be disclosed in the Prospectus
     (other than as disclosed therein) or which might result in any material
     adverse change in the condition, financial or otherwise, or in the
     earnings, business or business prospects of the Trust and its
     subsidiaries considered as one enterprise, or which might materially and
     adversely affect the properties or assets thereof or which might
     materially and adversely affect the consummation of this Agreement, the
     applicable Terms Agreement, the Indenture or the applicable Warrant
     Agreement, if any, or the transactions contemplated herein and therein;
     all pending legal or governmental proceedings to which the Trust or any
     of its subsidiaries is a party or of which any of their respective
     property is the subject which are not described in the Prospectus,
     including ordinary routine litigation incidental to the business, are,
     considered in the aggregate, not material; and there are no contracts or
     documents of the Trust or any of its subsidiaries which would be
     required to be filed as exhibits to the Registration Statement by the
     1933 Act or by the 1933 Act Regulations which have not been filed as
     exhibits to the Registration Statement.

          19.  Neither the Trust nor any of its subsidiaries is required to
     own or possess any trademarks, service marks, trade names or copyrights
     in order to conduct the business now operated by them.

          20.  No authorization, approval or consent of any governmental
     authority or agency is necessary in connection with the consummation by
     the Trust of the transactions contemplated by this Agreement, the
     applicable Terms Agreement, the Indenture or any Warrant Agreement,
     except such as may be required under the 1933 Act, the 1933 Act
     Regulations or the 1939 Act or state securities laws.

          21.  The Trust and its subsidiaries possess adequate certificates,
     authorities or permits issued by the appropriate state or federal
     regulatory agencies or bodies necessary to conduct the business now
     operated by them, and neither the Trust nor any of its subsidiaries has
     received any notice of proceedings relating to the revocation or
     modification of any such certificate, authorization or permit which,
     singly or in the aggregate, if the subject of an unfavorable decision,
     ruling or finding, would materially and adversely affect the conduct of
     the business, operations, financial condition or income of the Trust and
     its subsidiaries considered as one enterprise.

          22.  Each of the Trust and its subsidiaries has good and
     indefeasible title in fee simple to all real property and interests in
     real property owned by it in each case free and clear of all liens,
     encumbrances and defects except such as are described in the Prospectus
     or such as do not materially adversely affect the value of such property
     or interests and do not materially interfere with the use made and
     proposed to be made of such property or interests by the Trust or such
     subsidiary, as the case may be; and, except as otherwise described in
     the Prospectus, any real property and buildings held under lease by the
     Trust or any of its subsidiaries or leased by the Trust or any of its
     subsidiaries to a third party are held or leased by the Trust or its
     subsidiary, as the case may be, under valid, binding and enforceable
     leases conforming to the description thereof set forth in the Prospectus
     (to the extent described therein), enforceable in accordance with their
     terms, except as enforcement thereof may be limited by bankruptcy,
     insolvency, reorganization, moratorium or other similar laws relating to
     or affecting the enforcement of creditors' rights or by general equity
     principles (regardless of whether enforcement is considered in a
     proceeding in equity or at law).

          23.  The Trust has full right, power and authority to enter into
     this Agreement, the applicable Terms Agreement and the Delayed Delivery
     Contracts, if any, and this Agreement has been, and as of the applicable
     Representation Date, the applicable Terms Agreement and the Delayed
     Delivery Contracts, if any, will have been, duly authorized, executed
     and delivered by the Trust.

          24.  Neither the Trust nor any of its subsidiaries has knowledge of
     (a) the unlawful presence of any hazardous substances, hazardous
     materials, toxic substances or waste materials (collectively, "Hazardous
     Materials") on any of the properties owned by the Trust or any of its
     subsidiaries, or of (b) any unlawful spills, releases, discharges or
     disposal of Hazardous Materials that have occurred or are presently
     occurring off such properties as a result of any construction on or
     operation and use of such properties which presence or occurrence would
     in either case have a material adverse effect on the condition,
     financial or otherwise, or the earnings, business or business prospects
     of the Trust and its subsidiaries considered as one enterprise; and in
     connection with the construction on or operation and use of the
     properties owned by the Trust or any of its subsidiaries, the Trust
     represents that it has no knowledge of any material failure to comply
     with all applicable local, state and federal environmental laws,
     regulations, ordinances and administrative and judicial orders relating
     to the generation, recycling, reuse, sale, storage, handling, transport
     and disposal of any Hazardous Materials.

     (b)  Any certificate signed by any officer of the Trust and delivered to
you or to counsel for the Underwriters in connection with the offering of the
Underwritten Securities shall be deemed a representation and warranty by the
Trust to each Underwriter participating in such offering as to the matters
covered thereby on the date of such certificate and, unless subsequently
amended or supplemented, at the applicable Representation Date subsequent
thereto.

     Section 2.  Purchase and Sale.

     (a)  The several commitments of the Underwriters to purchase the
Underwritten Securities pursuant to the applicable Terms Agreement shall be
deemed to have been made on the basis of the representations and warranties
herein contained and shall be subject to the terms and conditions herein set
forth.

     (b)  In addition, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth,
the Trust may grant, if so provided in the applicable Terms Agreement
relating to the Initial Underwritten Securities, an option to the
Underwriters named in such Terms Agreement, severally and not jointly, to
purchase up to the aggregate principal amount of Option Securities set forth
therein at the same price per Option Security as is applicable to the Initial
Underwritten Securities.  Such option, if granted, will expire 30 days (or
such lesser number of days as may be specified in the applicable Terms
Agreement) after the Representation Date relating to the Initial Underwritten
Securities, and may be exercised in whole or in part from time to time only
for the purpose of covering over-allotments which may be made in connection
with the offering and distribution of the Initial Underwritten Securities
upon notice by you to the Trust setting forth the aggregate principal amount
of Option Securities as to which the several Underwriters are then exercising
the option and the time and date of payment and delivery for such Option
Securities.  Any such time, date and place of delivery (a "Date of Delivery")
shall be determined by you, but shall not be later than seven full business
days nor earlier than two full business days after the exercise of said
option, nor in any event prior to Closing Time, unless otherwise agreed upon
by you and the Trust.  If the option is exercised as to all or any portion of
the Option Securities, each of the Underwriters, acting severally and not
jointly, will purchase that proportion of the total aggregate principal
amount of Option Securities then being purchased which the aggregate
principal amount of Initial Underwritten Securities each such Underwriter has
severally agreed to purchase as set forth in the applicable Terms Agreement
bears to the total aggregate principal amount of Initial Underwritten
Securities (except as otherwise provided in the applicable Terms Agreement).

     (c)  Payment of the purchase price for, and delivery of, the
Underwritten Securities to be purchased by the Underwriters shall be made at
the office of Brown & Wood, 58th Floor, One World Trade Center, New York, New
York 10048-0557, or at such other place as shall be agreed upon by you and
the Trust, at 10:00 A.M., New York City time, on the fifth business day
(unless postponed in accordance with the provisions of Section 10 herein)
following the date of the applicable Terms Agreement or at such other time as
shall be agreed upon by you and the Trust (each such time and date of payment
and delivery being referred to herein as the "Closing Time").  In addition,
in the event that any or all of the Option Securities are purchased by the
Underwriters, payment of the purchase price for, and delivery of certificates
representing, such Option Securities, shall be made at the above-mentioned
offices of Brown & Wood, or at such other place as shall be agreed upon by
you and the Trust on each Date of Delivery as specified in the notice from
you to the Trust.  Unless otherwise specified in the applicable Terms
Agreement, payment shall be made to the Trust by certified or official bank
check or checks in Federal or similar same-day funds payable to the order of
the Trust against delivery to you for the respective accounts of the
Underwriters the Underwritten Securities to be purchased by them.  The
Underwritten Securities shall be in such authorized denominations and
registered in such names as you may request in writing at least two business
days prior to the Closing Time or Date of Delivery, as the case may be.  The
Underwritten Securities, which may be in temporary form, will be made
available for examination and packaging by you on or before the first
business day prior to the Closing Time or the Date of Delivery, as the case
may be.

     If authorized by the applicable Terms Agreement, the Underwriters named
therein may solicit offers to purchase Underwritten Securities from the Trust
pursuant to delayed delivery contracts ("Delayed Delivery Contracts")
substantially in the form of Exhibit B hereto with such changes therein as
the Trust may approve.  As compensation for arranging Delayed Delivery
Contracts, the Trust will pay to you at Closing Time, for the respective
accounts of the Underwriters, a fee equal to that percentage of the principal
amount of Underwritten Securities for which Delayed Delivery Contracts are
made at the Closing Time as is specified in the applicable Terms Agreement. 
Any Delayed Delivery Contracts are to be with institutional investors of the
types described in the Prospectus.  At the Closing Time, the Trust will enter
into Delayed Delivery Contracts (for not less than the minimum principal
amount of Underwritten Securities per Delayed Delivery Contract specified in
the applicable Terms Agreement) with all purchasers proposed by the
Underwriters and previously approved by the Trust as provided below, but not
for an aggregate principal amount of Underwritten Securities in excess of
that specified in the applicable Terms Agreement.  The Underwriters will not
have any responsibility for the validity or performance of Delayed Delivery
Contracts.

     You shall submit to the Trust, at least three business days prior to the
Closing Time, the names of any institutional investors with which it is
proposed that the Trust will enter into Delayed Delivery Contracts and the
principal amount of Underwritten Securities to be purchased by each of them,
and the Trust will advise you, at least two business days prior to the
Closing Time, of the names of the institutions with which the making of
Delayed Delivery Contracts is approved by the Trust and the principal amount
of Underwritten Securities to be covered by each such Delayed Delivery
Contract.

     The principal amount of Underwritten Securities agreed to be purchased
by the several Underwriters pursuant to the applicable Terms Agreement shall
be reduced by the principal amount of Underwritten Securities covered by
Delayed Delivery Contracts, as to each Underwriter as set forth in a written
notice delivered by you to the Trust; provided, however, that the total
principal amount of Underwritten Securities to be purchased by all
Underwriters shall be the total amount of Underwritten Securities covered by
the applicable Terms Agreement, less the principal amount of Underwritten
Securities covered by Delayed Delivery Contracts.

     SECTION 3.  Covenants of the Trust.  The Trust covenants with you, and
with each Underwriter participating in the offering of Underwritten
Securities, as follows:

     (a)  Immediately following the execution of the applicable Terms
Agreement, the Trust will prepare a Prospectus Supplement setting forth the
principal amount of Underwritten Securities covered thereby and their terms
not otherwise specified in the Prospectus or the Indenture pursuant to which
the Underwritten Securities are being issued, the names of the Underwriters
participating in the offering and the principal amount of Underwritten
Securities which each severally has agreed to purchase, the names of the
Underwriters acting as co-managers in connection with the offering, the price
at which the Underwritten Securities are to be purchased by the Underwriters
from the Trust, the initial public offering price, if any, the selling
concession and reallowance, if any, any delayed delivery arrangements, and
such other information as you and the Trust deem appropriate in connection
with the offering of the Underwritten Securities; and the Trust will promptly
transmit copies of the Prospectus Supplement to the Commission for filing
pursuant to Rule 424(b) of the 1933 Act Regulations and will furnish to the
Underwriters named therein as many copies of the Prospectus (including such
Prospectus Supplement) as you shall reasonably request.

     (b)  The Trust will notify you immediately, and confirm such notice in
writing, of (i) the effectiveness of any amendment to the Registration
Statement, (ii) the transmittal to the Commission for filing of any
Prospectus Supplement or other supplement or amendment to the Prospectus to
be filed pursuant to the 1934 Act, (iii) the receipt of any comments from the
Commission, (iv) any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus or
for additional information, and (v) the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose; and the Trust will make every
reasonable effort to prevent the issuance of any such stop order and, if any
stop order is issued, to obtain the lifting thereof at the earliest possible
moment.

     (c)  At any time when the Prospectus is required to be delivered under
the 1933 Act or the 1934 Act in connection with sales of the Underwritten
Securities, the Trust will give you notice of its intention to file or
prepare any amendment to the Registration  Statement or any amendment or
supplement to the Prospectus, whether pursuant to the 1933 Act, 1934 Act or
otherwise, and will furnish you with copies of any such amendment or
supplement a reasonable amount of time prior to such proposed filing and,
unless required by law, will not file or use any such amendment or supplement
or other documents in a form to which you or counsel for the Underwriters
shall reasonably object.

     (d)  The Trust will deliver to each Underwriter a signed copy of the
Registration Statement as originally filed and of each amendment thereto
(including exhibits filed therewith and documents incorporated by reference
therein pursuant to Item 12 of Form S-3 under the 1933 Act) as each
Underwriter reasonably requests and will also deliver to such Underwriter a
conformed copy of the Registration Statement as originally filed and of each
amendment thereto (including documents incorporated by reference but without
exhibits).

     (e)  The Trust will furnish to each Underwriter, from time to time
during the period when the Prospectus is required to be delivered under the
1933 Act or the 1934 Act in connection with sales of the Underwritten
Securities, such number of copies of the Prospectus (as amended or
supplemented) as such Underwriter may reasonably request for the purposes
contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the
1934 Act Regulations.

     (f)  If at any time when the Prospectus is required to be delivered
under the 1933 Act or the 1934 Act in connection with sales of the
Underwritten Securities any event shall occur or condition exist as a result
of which it is necessary, in the opinion of counsel for the Underwriters or
counsel for the Trust, to amend or supplement the Prospectus in order that
the Prospectus will not include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements
therein not misleading in the light of the circumstances existing at the time
it is delivered to a purchaser, or if it shall be necessary, in the opinion
of either such counsel, at any such time to amend or supplement the
Registration Statement or the Prospectus in order to comply with the
requirements of the 1933 Act or the 1933 Act Regulations, then the Trust will
promptly prepare and file with the Commission such amendment or supplement,
whether by filing documents pursuant to the 1933 Act, the 1934 Act or
otherwise, as may be necessary to correct such untrue statement or omission
or to make the Registration Statement and Prospectus comply with such
requirements.

     (g)  The Trust will endeavor, in cooperation with the Underwriters, to
qualify the Underwritten Securities, the Warrant Securities, if any, and the
Common Shares or Preferred Shares issuable upon conversion of the Securities,
if any, for offering and sale under the applicable securities laws and real
estate syndication laws of such states and other jurisdictions of the United
States as you may designate; and in each jurisdiction in which the
Underwritten Securities, the Warrant Securities, if any, and the Common
Shares or Preferred Shares issuable upon conversion of the Securities, if
any, have been so qualified, the Trust will file such statements and reports
as may be required by the laws of such jurisdiction to continue such
qualification in effect for so long as may be required for the distribution
of the Underwritten Securities, the Warrant Securities, if any, and the
Common Shares or Preferred Shares issuable upon conversion of the Securities,
if any; provided, however, that the Trust shall not be obligated to qualify
as a foreign corporation in any jurisdiction where it is not so qualified.

     (h)  With respect to each sale of Underwritten Securities, the Trust
will make generally available to its security holders as soon as practicable,
but not later than 90 days after the close of the period covered thereby, an
earnings statement (in form complying with the provisions of Rule 158 of the
1933 Act Regulations) covering a twelve month period beginning not later than
the first day of the Trust's fiscal quarter next following the "effective
date" (as defined in such Rule 158) of the Registration Statement.

     (i)  The Trust will use its best efforts to continue to meet the
requirements to qualify as a "real estate investment trust" under the Code
for the taxable year in which sales of the Underwritten Securities are to
occur.

     (j)  The Trust, during the period when the Prospectus is required to be
delivered under the 1933 Act or the 1934 Act in connection with sales of the
Underwritten Securities, will file promptly all documents required to be
filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act
within the time periods prescribed by the 1934 Act and the 1934 Act
Regulations.

     (k)  The Trust will not, between the date of the applicable Terms
Agreement and the termination of any trading restrictions or the Closing
Time, whichever is later, with respect to the Underwritten Securities covered
thereby, without your prior written consent, offer or sell, grant any option
for the sale of, or enter into any agreement to sell, any debt securities of
the Trust, excluding debt issued in connection with the acquisition of
portfolio properties, with a maturity of more than one year (other than the
Underwritten Securities which are to be sold pursuant to such Terms
Agreement), or if such Terms Agreement relates to Senior Securities or
Subordinated Securities that are convertible into Common Shares or Preferred
Shares, any Common Shares or Preferred Shares or any security convertible
into Common Shares or Preferred Shares (except for Common Shares or Preferred
Shares issued pursuant to reservations, agreements, employee benefit plans,
dividend reinvestment plans, or employee and trustee stock option plans),
except as may otherwise be provided in the applicable Terms Agreement.

     (l)  If the Senior Securities or Subordinated Securities are convertible
into Common Shares or Preferred Shares, the Trust will reserve and keep
available at all times, free of preemptive rights or other similar rights, a
sufficient number of Common Shares or Preferred Shares, as the case may be,
for the purpose of enabling the Trust to satisfy any obligations to issue
such shares upon conversion of the Securities.

     (m)  If the Senior Securities or Subordinated Securities are convertible
into Common Shares or Preferred Shares, the Trust will use its best efforts
to list the Common Shares or Preferred Shares, as the case may be, issuable
upon conversion of the Securities on the New York Stock Exchange or such
other national exchange on which the Trust's Common Shares or Preferred
Shares, as the case may be, are then listed.

     (n)  The Trust has complied and will comply with all of the provisions
of Florida H.B. 1771, Section 1, Paragraph 17,130 of the Florida Securities
and Investors Act, and all regulations thereunder relating to issuers doing
business with Cuba.

     Section 4.  Payment of Expenses.  The Trust will pay all expenses
incident to the performance of its obligations under this Agreement or the
applicable Terms Agreement, including (i) the printing and filing of the
Registration Statement as originally filed and of each amendment thereto,
(ii) the cost of printing, filing and distributing to the Underwriters copies
of this Agreement and the applicable Terms Agreement, (iii) the preparation,
issuance and delivery of the Underwritten Securities to the Underwriters and
the Warrant Securities, if any, (iv) the fees and disbursements of the
Trust's counsel and accountants, of the Trustee and its counsel and of any
applicable calculation agent or exchange rate agent, (v) the qualification of
the Underwritten Securities, the Warrant Securities, if any, and the Common
Shares and Preferred Shares issuable upon conversion of the Securities, if
any, under securities laws and real estate syndication laws in accordance
with the provisions of Section 3(g), including filing fees and the fees and
disbursements of counsel for the Underwriters in connection therewith and in
connection with the preparation of the Blue Sky Survey, (vi) the printing and
delivery to the Underwriters of copies of the Registration Statement as
originally filed and of each amendment thereto, and of the Prospectus and any
amendments or supplements thereto, (vii) the cost of reproducing and
distributing to the Underwriters copies of the Indenture and the applicable
Warrant Agreement, if any, (viii) the cost of reproducing and delivering to
the Underwriters copies of the Blue Sky Survey, (ix) any fees charged by
nationally recognized statistical rating organizations for the rating of the
Securities, (x) the fees and expenses, if any, incurred with respect to the
listing of the Underwritten Securities, the Warrant Securities, if any, or
the Common Shares or Preferred Shares issuable upon conversion of the
Securities, if any, on any national securities exchange, (xi) the fees and
expenses, if any, incurred with respect to any filing with the National
Association of Securities Dealers, Inc., (xii) the cost of providing any
CUSIP or other identification numbers for the Underwritten Securities or the
Common Shares or Preferred Shares issuable upon conversion of the Securities,
if applicable, and (xiii) the fees and expenses of any depositary in
connection with the Underwritten Securities.

     If the applicable Terms Agreement is cancelled or terminated by you in
accordance with the provisions of Section 5 or Section 9(b)(i), the Trust
shall reimburse the Underwriters named in such Terms Agreement for all of
their out-of-pocket expenses, including the reasonable fees and disbursements
of counsel for the Underwriters.

     Section 5.  Conditions of Underwriters' Obligations.  The several
obligations of the Underwriters to purchase Underwritten Securities pursuant
to the applicable Terms Agreement are subject to the accuracy of the
representations and warranties of the Trust herein contained, to the accuracy
of the statements of the Trust's officers made in any certificate pursuant to
the provisions hereof, to the performance by the Trust of all of its
covenants and other obligations hereunder, and to the following further
conditions:

     (a)  At Closing Time, (i) no stop order suspending the effectiveness of
the Registration Statement shall have been issued under the 1933 Act or
proceedings therefor initiated or threatened by the Commission and (ii) the
rating assigned by any nationally recognized statistical rating organization
to any long-term debt securities of the Trust as of the date of the
applicable Terms Agreement shall not have been lowered since such date nor
shall any such rating organization have publicly announced that it has placed
any long-term debt securities of the Trust on what is commonly termed a
"watch list" for possible downgrading.

     (b)  At Closing Time, you shall have received:

          (1)  The favorable opinion, dated as of Closing Time, of Robinson
     Silverman Pearce Aronsohn & Berman, counsel for the Trust, in form and
     substance satisfactory to counsel for the Underwriters, to the effect
     that:

               (i)  The Trust has been duly established and is validly
          existing and in good standing as an unincorporated association
          commonly referred to as a business trust under the laws of the
          Commonwealth of Massachusetts.

              (ii)  The Trust has power and authority to conduct its business
          as described in the Registration Statement and possesses all
          licenses, permits, authorizations, consents and orders required for
          the contemplated method of operation of its business as described
          in the Registration Statement, the absence of which would
          materially adversely affect the business of the Trust.

             (iii)  The Trust is duly qualified as a foreign entity to
          transact business and is in good standing in each jurisdiction in
          which the ownership of its properties or the conduct of its
          business requires such qualification, unless failure to so qualify
          would not have a material adverse effect on the condition,
          financial or otherwise, or the earnings, business or business
          prospects of the Trust and its subsidiaries considered as one
          enterprise.

              (iv)  Each significant subsidiary of the Trust (as such term is
          defined in Rule 405 under the 1933 Act) has been duly incorporated
          and is validly existing as a corporation in good standing under the
          laws of the jurisdiction of its incorporation, has corporate power
          and authority to hold mortgages, to own and lease property and to
          conduct its business as described in the Prospectus and is duly
          qualified as a foreign corporation to transact business and is in
          good standing in each jurisdiction in which such qualification is
          required, except where the failure to so qualify would not have a
          material adverse effect on the condition, financial or otherwise,
          or the earnings, business or business prospects of the Trust and
          its subsidiaries considered as one enterprise; all of the issued
          and outstanding capital stock of each such significant subsidiary
          has been duly authorized and validly issued and is fully paid and
          non-assessable and is owned by the Trust free and clear of any
          security interest, mortgage, pledge, lien, encumbrance, claim or
          equity.

               (v)  The authorized, issued and outstanding Common Shares and
          Preferred Shares, if any, of the Trust are as set forth in the
          Prospectus under "Capitalization" (except for (x) 1,000,000
          authorized Preferred Shares, none of which have been issued as of
          the date hereof, and (y) subsequent issuances, if any, pursuant to
          reservations, agreements or the exercise of convertible securities
          referred to in the Registration Statement including, without
          limitation, exercise of share options, granting of share options or
          issuance of shares pursuant to the dividend reinvestment plan) and
          such shares of beneficial interest are duly authorized, validly
          issued, fully paid and non-assessable, except as described in the
          section "Summary of Declaration of Trust -- Shareholders' Liability
          to Third Persons and Indemnification by the Trust" in an exhibit to
          the Trust's Form 8-A dated May 30, 1986, and are not subject to
          preemptive or other similar rights arising by operation of law or,
          to the best of such counsel's knowledge, otherwise.

             (vi)  The Underwritten Securities have been duly and validly
          authorized by all necessary trust action and, when executed,
          authenticated and delivered pursuant to the provisions of the
          Indenture and against payment of the consideration therefor
          specified in the applicable Terms Agreement or the Delayed Delivery
          Contracts, if any, the Underwritten Securities will constitute
          valid and legally binding obligations of the Trust entitled to the
          benefits provided by the Indenture and enforceable in accordance
          with their terms, except as enforcement thereof may be limited by
          bankruptcy, insolvency, reorganization, moratorium or other similar
          laws relating to or affecting creditors' rights generally or by
          general equity principles (regardless of whether enforcement is
          considered in a proceeding in equity or at law).

             (vii)  The Warrants, if applicable, have been duly authorized
          and, when issued and delivered pursuant to this Agreement and
          countersigned by the Warrant Agent as provided in the Warrant
          Agreement, will have been duly executed, countersigned, issued and
          delivered and will constitute valid and legally binding obligations
          of the Trust entitled to the benefits provided by the Warrant
          Agreement under which they are to be issued, except as enforcement
          of such benefits may be limited by bankruptcy, insolvency,
          reorganization, moratorium or other similar laws relating to or
          affecting creditors' rights generally or by general equity
          principles (regardless of whether enforcement is considered in a
          proceeding in equity or at law).

            (viii)  If applicable, the Common Shares or Preferred Shares
          issuable upon conversion of any of the Senior Securities or
          Subordinated Securities have been duly and validly authorized and
          reserved for issuance upon such conversion or exercise by all
          necessary trust action and such shares, when issued upon such
          conversion or exercise, will be duly and validly issued and will be
          fully paid and non-assessable, except as described in the section
          "Summary of Declaration of Trust -- Shareholders' Liability to
          Third Persons and Indemnification by the Trust" in an exhibit to
          the Trust's Form 8-A dated May 30, 1986, and the issuance of such
          shares upon such conversion or exercise will not be subject to
          preemptive or other similar rights arising by operation of law or,
          to the best of such counsel's knowledge, otherwise.

             (ix)  If applicable, the Warrant Securities have been duly and
          validly authorized by all necessary trust action and when issued
          upon exercise of the Warrants, will constitute valid and legally
          binding obligations of the Trust, except as enforcement of such
          benefits may be limited by bankruptcy, insolvency, reorganization,
          moratorium or other similar laws relating to or affecting
          creditors' rights generally and by general equity principles
          (regardless of whether enforcement is considered in a proceeding in
          equity or at law).

              (x)  The applicable Warrant Agreement, if any, has been duly
          authorized, executed and delivered by the Trust, and (assuming due
          authorization, execution and delivery by the Warrant Agent)
          constitutes a valid and legally binding agreement of the Trust
          enforceable in accordance with its terms, except as enforcement
          thereof may be limited by bankruptcy, insolvency, reorganization,
          moratorium or other similar laws relating to or affecting
          creditors' rights generally or by general equity principles
          (regardless of whether enforcement is considered in a proceeding in
          equity or at law); and the Warrant Agreement, if any, conforms in
          all material respects to all statements relating thereto contained
          in the Prospectus.

             (xi)  Each of this Agreement, the applicable Terms Agreement and
          the Delayed Delivery Contracts, if any, 
          has been duly authorized, executed and delivered by the Trust.

            (xii)  The Indenture has been duly and validly authorized,
          executed and delivered by the Trust and (assuming due
          authorization, execution and delivery by the Trustee) constitutes
          the valid and legally binding agreement of the Trust, enforceable
          in accordance with its terms, except as enforcement thereof may be
          limited by bankruptcy, insolvency, reorganization, moratorium or
          other similar laws relating to or affecting creditors' rights
          generally or by general equity principles (regardless of whether
          enforcement is considered in a proceeding in equity or at law).

           (xiii)  The Indenture has been duly qualified under the 1939 Act.

            (xiv)  The Registration Statement is effective under the 1933 Act
          and, to the best of their knowledge and information, no stop order
          suspending the effectiveness of the Registration Statement has been
          issued under the 1933 Act or proceedings therefor initiated or
          threatened by the Commission.

             (xv)  The Registration Statement and the Prospectus, excluding
          the documents incorporated by reference therein, as of their
          respective effective or issue dates, comply as to form in all
          material respects with the requirements for registration statements
          on Form S-3 under the 1933 Act and the 1933 Act Regulations; it
          being understood, however, that no opinion need be rendered with
          respect to the financial statements, schedules and other financial
          and statistical data included or incorporated by reference in the
          Registration Statement or the Prospectus or with respect to the
          Statement of Eligibility of the Trustee.

            (xvi)  Each document filed pursuant to the 1934 Act (other than
          the financial statements, schedules and other financial and
          statistical data included therein, as to which no opinion need be
          rendered) and incorporated or deemed to be incorporated by
          reference in the Prospectus complied when so filed (or as when
          amended prior to the Representation Date) as to form in all
          material respects with the 1934 Act and the 1934 Act Regulations.

           (xvii)  The Underwritten Securities, the Warrant Securities, the
          Common Shares or Preferred Shares issuable upon conversion of the
          Senior Securities or the Subordinated Securities, if applicable,
          and the Indenture conform in all material respects to the
          statements relating thereto contained in the Prospectus.

          (xviii)  To the best of their knowledge and information, there are
          no legal or governmental proceedings pending or threatened which
          are required to be disclosed in the Prospectus, other than those
          disclosed therein, and all pending legal or governmental
          proceedings to which the Trust or any of its subsidiaries is a
          party or of which any of the property of the Trust or its
          subsidiaries is the subject which are not described in the
          Prospectus, including ordinary routine litigation incidental to the
          business, are, considered in the aggregate, not material to the
          business of the Trust and its subsidiaries considered as one
          enterprise.

           (xix)  To the best of their knowledge and information, there are
          no contracts, indentures, mortgages, loan agreements, notes, leases
          or other instruments required to be described or referred to in the
          Registration Statement or the Prospectus or to be filed as exhibits
          to the Registration Statement other than those described or
          referred to therein or filed as exhibits thereto, the descriptions
          thereof or references thereto are correct, and, to the best of
          their knowledge and information, no default exists in the due
          performance or observance of any obligation, agreement, covenant or
          condition contained in any contract, indenture, mortgage, loan
          agreement, note, lease or other instrument so described, referred
          to or filed which would have a material adverse effect on the
          condition, financial or otherwise, or on the earnings, business or
          business prospects of the Trust and its subsidiaries considered as
          one enterprise.

             (xx)  No authorization, approval or consent of any court or
          governmental authority or agency is required that has not been
          obtained in connection with the consummation by the Trust of the
          transactions contemplated by this Agreement, the applicable Terms
          Agreement, the applicable Warrant Agreement, if any, and the
          Indenture except such as may be required under the 1933 Act, the
          1934 Act and state securities laws or real estate syndication laws;
          and to the best of their knowledge and information, the execution
          and delivery of this Agreement, the applicable Terms Agreement, the
          applicable Warrant Agreement, if any, and the Indenture and the
          consummation of the transactions contemplated herein and therein
          and compliance by the Trust with its obligations hereunder and
          thereunder will not conflict with or constitute a breach of, or
          default under or result in the creation or imposition of any lien,
          charge or encumbrance upon any property or assets of the Trust or
          any of its subsidiaries pursuant to any contract, indenture,
          mortgage, loan agreement, note, lease or other instrument to which
          the Trust or any of its subsidiaries is a party or by which they
          may be bound or to which any of the property or assets of the Trust
          or any of its subsidiaries is subject, nor will such action result
          in violation of the provisions of the Declaration of Trust or any
          law, administrative regulation or court decree.

            (xxi)  The Trust is not required to be registered under the 1940
          Act.

          (2)  The favorable opinion dated as of Closing Time, of Altheimer &
     Gray, tax counsel for the Trust, in form and substance satisfactory to
     counsel for the Underwriters, to the effect that:

              (i)  The information in the Prospectus under "Certain Federal
          Income Tax Considerations to the Trust of its REIT Election," to
          the extent that it constitutes matters of law or legal conclusions,
          has been reviewed by them and is correct.

             (ii)  The Trust has all legal rights, powers and authority
          necessary to qualify and has qualified as a "real estate investment
          trust" under Sections 856 through 860 of the Internal Revenue Code
          of 1986, as amended.

          (3)  The favorable opinion, dated as of the Closing Time, of Brown
     & Wood, counsel for the Underwriters, with respect to the matters set
     forth in (i), (vi) to (xv), inclusive, and (xvii) of subsection (b)(1)
     of this Section.

          (4)  In giving their opinions required by subsections (b)(1) and
     (b)(3), respectively, of this Section, Robinson Silverman Pearce
     Aronsohn & Berman and Brown & Wood shall each additionally state that
     nothing has come to their attention that would lead them to believe that
     the Registration Statement or any amendment thereto (excluding the
     financial statements, schedules and other financial and statistical data
     included or incorporated by reference therein, as to which such counsel
     need express no belief), at the time it became effective or at the time
     an Annual Report on Form 10-K was filed by the Trust with the Commission
     (whichever is later), or at the Representation Date, contained an untrue
     statement of a material fact or omitted to state a material fact
     required to be stated therein or necessary to make the statements
     therein not misleading or that the Prospectus or any amendment or
     supplement thereto (excluding the financial statements, schedules and
     other financial and statistical data included or incorporated by
     reference therein, as to which such counsel need express no belief), at
     the Representation Date or at Closing Time, included or includes an
     untrue statement of a material fact or omitted or omits to state a
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading.

          In giving their opinions, Robinson Silverman Pearce Aronsohn &
     Berman, Altheimer & Gray and Brown & Wood may rely upon, or assume the
     accuracy of, (1) as to matters involving the laws of the Commonwealth of
     Massachusetts, the opinion of Goodwin, Procter & Hoar (or other counsel
     reasonably satisfactory to counsel for the Underwriters) in form and
     substance satisfactory to counsel for the Underwriters, (2) as to all
     matters of fact, the certificates and written statements of officers and
     employees of and accountants for the Trust and (3) as to the
     qualification and good standing of the Trust or any of its subsidiaries
     to do business in any state or jurisdiction, the certificates of
     appropriate government officials or opinions of counsel in such
     jurisdictions.

     (c)  At Closing Time, there shall not have been, since the date of the
applicable Terms Agreement or since the respective dates as of which
information is given in the Prospectus, any material adverse change in the
condition, financial or otherwise, or in the earnings, business or business
prospects of the Trust and its subsidiaries considered as one enterprise,
whether or not arising in the ordinary course of business; and you shall have
received a certificate of the Chief Executive Officer, the President or the
chief financial or chief accounting officer of the Trust, dated as of such
Closing Time, to the effect that (i) there has been no such material adverse
change and (ii) the representations and warranties in Section 1 are true and
correct with the same force and effect as though such Closing Time were a
Representation Date.  As used in this Section 5(c), the term "Prospectus"
means the Prospectus in the form first used to confirm sales of the
Underwritten Securities.

     (d)  At the time of execution of the applicable Terms Agreement, you
shall have received from Coopers & Lybrand L.L.P. a letter dated such date,
in form and substance satisfactory to you, to the effect that (i) they are
independent accountants with respect to the Trust and its subsidiaries within
the meaning of the 1933 Act and the 1933 Act Regulations; (ii) it is their
opinion that the consolidated financial statements and supporting schedules
of the Trust included or incorporated by reference in the Registration
Statement and the Prospectus and covered by their opinions therein comply in
form in all material respects with the applicable accounting requirements of
the 1933 Act and the 1933 Act Regulations; (iii) they have performed limited
procedures, not constituting an audit, including a reading of the latest
available unaudited interim consolidated financial statements of the Trust, a
reading of the minute books of the Trust, inquiries of certain officials of
the Trust who have responsibility for financial and accounting matters and
such other inquiries and procedures as may be specified in such letter, and
on the basis of such limited review and procedures nothing came to their
attention that caused them to believe that (A) the unaudited financial
statements and financial statement schedules of the Trust included or
incorporated by reference in the Registration Statement and the Prospectus do
not comply as to form in all material respects with the applicable accounting
requirements of the 1934 Act and the 1934 Act Regulations or are not in
conformity with generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial statements
included or incorporated by reference in the Registration Statement and the
Prospectus, (B) the unaudited operating data and balance sheet data of the
Trust in the Registration Statement and the Prospectus under the caption
"Selected Financial Data" were not determined on a basis substantially
consistent with that used in determining the corresponding amounts in the
audited financial statements included or incorporated by reference in the
Registration Statement and the Prospectus, and (C) at a specified date not
more than five days prior to the date of the applicable Terms Agreement,
there has been any change in the capital stock of the Trust or in the
consolidated long-term debt or short-term borrowings of the Trust or any
decrease in the net assets of the Trust, as compared with the amounts shown
in the most recent consolidated balance sheet included or incorporated by
reference in the Registration Statement and the Prospectus or, during the
period from the date of the most recent consolidated statement of operations
included or incorporated by reference in the Registration Statement and the
Prospectus to a specified date not more than five days prior to the date of
the applicable Terms Agreement, there were any decreases, as compared with
the corresponding period in the preceding year, in consolidated revenues, or
decrease in net income or net income per share of the Trust, except in all
instances for changes, increases or decreases which the Registration
Statement and the Prospectus disclose have occurred or may occur; and (iv) in
addition to the audit referred to in their opinions and the limited
procedures referred to in clause (iii) above, they have carried out certain
specified procedures, not constituting an audit, with respect to certain
amounts, percentages and financial information which are included or
incorporated by reference in the Registration Statement and the Prospectus
and which are specified by you, and have found such amounts, percentages and
financial information to be in agreement with the relevant accounting,
financial and other records of the Trust and its subsidiaries identified in
such letter.

     (e)  At Closing Time, you shall have received from Coopers & Lybrand
L.L.P. a letter dated as of such Closing Time to the effect that they
reaffirm the statements made in the letter furnished pursuant to subsection
(d) of this Section, except that the "specified date" referred to shall be a
date not more than five days prior to such Closing Time.

     (f)  At the time of execution of the applicable Terms Agreement, you
shall have received from Eichler, Bergsman & Co., LLP a letter dated such
date, in form and substance satisfactory to the Underwriters, to the effect
that (i) they are independent public accountants as required by the 1933 Act
and the applicable published rules and regulations thereunder with respect to
the Trust and its subsidiaries and certain properties acquired by the Trust;
and (ii) it is their opinion that the financial statements and supporting
schedules of the properties acquired by the Trust included in each of the
Trust's Forms 8-K and 8-K/A incorporated by reference in the Registration
Statement and covered by their opinions therein comply as to form in all
material respects with the applicable accounting requirements of the 1933 Act
and the 1934 Act and the related published rules and regulations thereunder.

     (g)  At Closing Time, counsel for the Underwriters shall have been
furnished with such documents and opinions as they may reasonably require for
the purpose of enabling them to pass upon the issuance and sale of the
Underwritten Securities as herein contemplated and related proceedings, or in
order to evidence the accuracy of any of the representations or warranties,
or the fulfillment of any of the conditions, herein contained; and all
proceedings taken by the Trust in connection with the issuance and sale of
the Underwritten Securities as herein contemplated shall be satisfactory in
form and substance to you and counsel for the Underwriters.

     (h)  In the event the Underwriters exercise their option provided in a
Terms Agreement as set forth in Section 2(b) hereof to purchase all or any
portion of the Option Securities, the representations and warranties of the
Trust contained herein and the statements in any certificates furnished by
the Trust hereunder shall be true and correct as of each Date of Delivery,
and you shall have received:

          (1)  A certificate, dated such Date of Delivery, of the Chief
     Executive Officer or the President of the Trust, in their capacities as
     such, confirming that the certificate delivered at Closing Time pursuant
     to Section 5(c) hereof remains true and correct as of such Date of
     Delivery.

          (2)  The favorable opinion of Robinson Silverman Pearce Aronsohn &
     Berman, counsel for the Trust, in form and substance satisfactory to
     counsel for the Underwriters, dated such Date of Delivery, relating to
     the Option Securities and otherwise substantially to the same effect as
     the opinion required by Section 5(b)(1) hereof.

          (3)  The favorable opinion of Altheimer & Gray, tax counsel for the
     Trust, in form and substance satisfactory to counsel for the
     Underwriters, dated such Date of Delivery, relating to the Option
     Securities and otherwise substantially to the same effect as the opinion
     required by Section 5(b)(2) hereof.

          (4)  The favorable opinion of Brown & Wood, counsel for the
     Underwriters, dated such Date of Delivery, relating to the Option
     Securities and otherwise to the same effect as the opinion required by
     Section 5(b)(3) hereof.

          (5)  A letter from Coopers & Lybrand L.L.P., in form and substance
     satisfactory to you and dated such Date of Delivery, substantially the
     same in scope and substance as the letter furnished to you pursuant to
     Section 5(d) hereof, except that the "specified date" in the letter
     furnished pursuant to this Section 5(h)(5) shall be a date not more than
     five days prior to such Date of Delivery.

     If any condition specified in this Section shall not have been fulfilled
when and as required to be fulfilled, the applicable Terms Agreement may be
terminated by you by notice to the Trust at any time at or prior to the
Closing Time, and such termination shall be without liability of any party to
any other party except as provided in Section 4 hereof.

     Section hold harmless each Underwriter and each person, if any, who 
controls any Underwriter within the meaning of Section 15 of the 1933 Act 
as follows:

          (1)  against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Registration
     Statement (or any amendment thereto), or the omission or alleged
     omission therefrom of a material fact required to be stated therein or
     necessary to make the statements therein not misleading or arising out
     of any untrue statement or alleged untrue statement of a material fact
     included in any preliminary prospectus or the Prospectus (or any
     amendment or supplement thereto) or the omission, or alleged omission
     therefrom, of a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made,
     not misleading;

          (2)  against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission referred to
     in subsection (1) above, or any such alleged untrue statement or
     omission, if such settlement is effected with the written consent of the
     Trust; and

          (3)  against any and all expense whatsoever (including, the fees
     and disbursements of counsel chosen by you) reasonably incurred in
     investigating, preparing or defending against any litigation, or any
     investigation or proceedings by any governmental agency or body,
     commenced or threatened, or any claim whatsoever based upon any such
     untrue statement or omission, or any such alleged untrue statement or
     omission, to the extent that any such expense is not paid under (1) or
     (2) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Trust by any Underwriter through you expressly for use in the Registration
Statement (or any amendment thereto) or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) or made in reliance upon
the Trustee's Statement of Eligibility incorporated by reference into the
Registration Statement and the Prospectus.

     (b)  Each Underwriter severally agrees to indemnify and hold harmless
the Trust, its trustees, each of its officers who signed the Registration
Statement and each person, if any, who controls the Trust within the meaning
of Section 15 of the 1933 Act, against any and all loss, liability, claim,
damage and expense described in the indemnity contained in subsection (a) of
this Section, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Registration Statement
(or any amendment thereto) or any preliminary prospectus or the Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity
with written information furnished to the Trust by such Underwriter through
you expressly for use in the Registration Statement (or any amendment
thereto) or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).

     (c)  Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify
an indemnifying party shall not relieve such indemnifying party from any
liability which it may have otherwise than on account of this indemnity
agreement.  An indemnifying party may participate at its own expense in the
defense of such action.  In no event shall the indemnifying parties be liable
for fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances.

     Section 7.  Contribution.  In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for
in Section 6 is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Trust and the
Underwriters with respect to the offering of the Underwritten Securities
shall contribute to the aggregate losses, liabilities, claims, damages and
expenses of the nature contemplated by said indemnity agreement incurred by
the Trust and one or more of the Underwriters in respect of such offering, as
incurred, in such proportions that the Underwriters are responsible for that
portion represented by the percentage that the underwriting discount
appearing on the cover page of the applicable Prospectus Supplement in
respect of such offering bears to the initial public offering price appearing
thereon and the Trust is responsible for the balance; provided, however, that
no person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.  Notwith-
standing the provisions of this Section 7, no Underwriter shall be required
to contribute any amount in excess of the amount by which the total price at
which the Underwritten Securities purchased by it pursuant to the applicable
Terms Agreement and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay in respect of such losses, liabilities, claims, damages and
expenses.  For purposes of this Section 7, each person, if any, who controls
an Underwriter within the meaning of Section 15 of the 1933 Act shall have
the same rights to contribution as such Underwriter, and each trustee of the
Trust, each officer of the Trust who signed the Registration Statement, and
each person, if any, who controls the Trust within the meaning of Section 15
of the 1933 Act shall have the same rights to contribution as the Trust.

     Section 8.  Representations, Warranties and Agreements to
Survive Delivery.  All representations, warranties and agreements contained
in this Agreement or the applicable Terms Agreement, or contained in
certificates of officers of the Trust submitted pursuant hereto, shall remain
operative and in full force and effect, regardless of any termination of this
Agreement, or investigation made by or on behalf of any Underwriter or any
controlling person, or by or on behalf of the Trust and shall survive
delivery of and payment for the Underwritten Securities until the expiration
of any statute of limitations applicable to any legal or regulatory action.

     Section 9.  Termination of Agreement.  (a)  This Agreement (excluding
the applicable Terms Agreement) may be terminated for any reason at any time
by the Trust or by you upon the giving of 30 days' written notice of such
termination to the other party hereto; provided that this Agreement may not
be terminated prior to the Closing Time set forth in any applicable Terms
Agreement.

     (b)  You may also terminate the applicable Terms Agreement, by notice to
the Trust, at any time at or prior to the Closing Time (i) if there has been,
since the date of such Terms Agreement or since the respective dates as of
which information is given in the Prospectus, any material adverse change in
the condition, financial or otherwise, or in the earnings, business or
business prospects of the Trust and its subsidiaries considered as one
enterprise, whether or not arising in the ordinary course of business, or
(ii) if there has occurred any material adverse change in the financial
markets in the United States or any outbreak of hostilities or other calamity
or crisis or escalation of any existing hostilities, the effect of which is
such as to make it, in your judgment, impracticable to market the
Underwritten Securities or enforce contracts for the sale of the Underwritten
Securities, or (iii) if trading in any of the securities of the Trust has
been suspended by the Commission or the New York Stock Exchange, or if
trading generally on either the New York Stock Exchange or the American Stock
Exchange has been suspended, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices for securities have been required,
by either of said exchanges or by order of the Commission or any other
governmental authority, or if a banking moratorium has been declared by
Federal, New York or Massachusetts authorities, or (iv) if the rating
assigned by any nationally recognized statistical rating organization to any
long-term debt securities of the Trust as of the date of the applicable Terms
Agreement shall have been lowered since such date or if any such rating
organization shall have publicly announced that it has placed any long-term
debt securities of the Trust on what is commonly termed a "watch list" for
possible downgrading.  As used in this Section 9(b), the term "Prospectus"
means the Prospectus in the form first used to confirm sales of the
Underwritten Securities.

     (c)  In the event of any such termination, (x) the covenants set forth
in Section 3 with respect to any offering of Underwritten Securities shall
remain in effect so long as any Underwriter owns any such Underwritten
Securities purchased from the Trust pursuant to the applicable Terms
Agreement and (y) the covenant set forth in Section 3(h) hereof, the
provisions of Section 4 hereof, the indemnity and contribution agreements set
forth in Sections 6 and 7 hereof, and the provisions of Sections 8, 13 and 14
hereof shall remain in effect.

     Section 10.  Default by One or More of the Underwriters.  If one or more
of the Underwriters shall fail at the Closing Time to purchase the
Underwritten Securities which it or they are obligated to purchase under the
applicable Terms Agreement (the "Defaulted Securities"), then you shall have
the right, within 48 hours thereafter, to make arrangements for one or more
of the non-defaulting Underwriters, or any other underwriters, to purchase
all, but not less than all, of the Defaulted Securities in such amounts as
may be agreed upon and upon the terms herein set forth; if, however, you
shall not have completed such arrangements within such 48-hour period, then:

     (a)  if the aggregate principal amount of Defaulted Securities does not
exceed 10% of the aggregate principal amount of Underwritten Securities to be
purchased pursuant to such Terms Agreement, the non-defaulting Underwriters
named in such Terms Agreement shall be obligated to purchase the full amount
thereof in the proportions that their respective underwriting obligations
hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or

     (b)  if the aggregate principal amount of Defaulted Securities exceeds
10% of the aggregate principal amount of Underwritten Securities to be
purchased pursuant to such Terms Agreement, the applicable Terms Agreement
shall terminate without liability on the part of any non-defaulting
Underwriter.

     No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default under this Agreement and
the applicable Terms Agreement.

     In the event of any such default which does not result in a termination
of the applicable Terms Agreement, either you or the Trust shall have the
right to postpone the Closing Time for a period not exceeding seven days in
order to effect any required changes in the Registration Statement or the
Prospectus or in any other documents or arrangements.

     Section 11.  Notices.  All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication.  Notices to the
Underwriters shall be directed c/o Lehman Brothers Inc., Three World
Financial Center, New York, New York 10285, attention of Theodore E.
Niedermayer, Senior Vice President; and notices to the Trust shall be
directed to it at 1120 Avenue of the Americas, New York, New York 10036,
attention of William Newman, Chairman.

     Section 12.  Parties.  This Agreement and the applicable Terms Agreement
shall inure to the benefit of and be binding upon you and the Trust and any
Underwriter who becomes a party to such Terms Agreement, and their respective
successors.  Nothing expressed or mentioned in this Agreement or the
applicable Terms Agreement is intended or shall be construed to give any
person, firm or corporation, other than those referred to in Sections 6 and 7
and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or such Terms Agreement
or any provision herein or therein contained.  This Agreement and the
applicable Terms Agreement and all conditions and provisions hereof and
thereof are intended to be for the sole and exclusive benefit of the parties
hereto and thereto and their respective successors and said controlling
persons and officers and trustees and their heirs and legal representatives,
and for the benefit of no other person, firm or corporation.  No purchaser of
Underwritten Securities from any Underwriter shall be deemed to be a
successor by reason merely of such purchase.

     Section 13.  Governing Law and Time.  This Agreement and the applicable
Terms Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to agreements made and to be
performed in said State.  Specified times of day refer to New York City time.

     Section 14.  No Liability of Shareholders, Trustees or Officers.  This
Agreement, the applicable Terms Agreement and all documents, agreements,
understandings and arrangements relating to this transaction have been
executed by the undersigned in his/her capacity as an officer or trustee of
the Trust which has been formed as a Massachusetts business trust pursuant to
a Declaration of Trust of New Plan Realty Trust dated as of July 31, 1972, as
amended, and not individually, and neither the trustees, officers or
shareholders of the Trust shall be bound or have any person liability
hereunder or thereunder.  Each party hereto shall look solely to the assets
of the Trust for satisfaction of any liability of the Trust in respect of
this Agreement, the applicable Terms Agreement and all documents, agreements,
understandings and arrangements relating to this transaction and will not
seek recourse or commence any action against any of the trustees, officers or
shareholders of the Trust or any of their personal assets for the performance
or payment of any obligation hereunder or thereunder.  The foregoing shall
also apply to any future documents, agreements, understandings, arrangements
and transactions between the parties hereto.
     Section 15.  Counterparts.  
This Agreement and the applicable Terms Agreement may be executed in one or 
more counterparts, and if executed in more than one counterpart the executed 
counterparts shall constitute a single instrument.

     If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Trust a counterpart hereof,
whereupon this instrument along with all counterparts will become a binding
agreement between you and the Trust in accordance with its terms.

                                  Very truly yours,

                                  NEW PLAN REALTY TRUST


                                  By:  ____________________________
                                        Name:
                                        Title:

CONFIRMED AND ACCEPTED,
  as of the date first
  above written:

LEHMAN BROTHERS INC.


By:  ______________________________




                                                                    Exhibit A


                                      
                            NEW PLAN REALTY TRUST
                      (a Massachusetts business trust)

                            [Title of Securities]

                               TERMS AGREEMENT
                               _______________


                                             Dated:       , 1995


To:  New Plan Realty Trust
     1120 Avenue of the Americas
     New York, New York  10036

Attention:  Chairman of the Board of Trustees

Dear Sirs:

     We (the "Representative") understand that New Plan Realty Trust, a
Massachusetts business trust (the "Trust"), proposes to issue and sell
$           aggregate principal amount of its [Title of Debt Securities]
[and] [             Warrants (the "Warrants") to purchase an aggregate of
$           principal amount of [Title of Warrant Securities] (the "Warrant
Securities")] (the "Underwritten Securities").  Subject to the terms and
conditions set forth or incorporated by reference herein, the underwriters
named below (the "Underwriters") offer to purchase, severally and not
jointly, the respective amounts of [Initial Underwritten Securities (as
defined in the Underwriting Agreement referred to below)] [, including the
respective numbers of Warrants, if applicable,] set forth below opposite
their respective names, and a proportionate share of Option Securities (as
defined in the Underwriting Agreement referred to below) to the extent any
are purchased, at the purchase price set forth below.

                                                    
                       Principal Amount            Number of
Underwriter           of Debt Securities            Warrants
___________           __________________            ________




                         __________                __________
     Total              $                         $
                         ==========                ==========



     The Underwritten Securities shall have the following terms:

                                [Securities]

Title of Securities:
Currency:
Principal amount to be issued:
Current Ratings:
Interest rate or formula:
Record Dates:
Interest payment dates:
Stated maturity date:
Redemption and/or repayment provisions:
Sinking fund requirements:
Number of Option Securities, if any, that may be purchased by the
Underwriters:
Delayed Delivery Contracts: [authorized] [not authorized]
     [Date of Delivery:
     Minimum Contract:
     Maximum aggregate principal amount:
     Fee:       %]

Initial public offering price:       %, plus accrued interest, if any, or
amortized original issue discount, if any, from                , 19  .
Purchase price:       %, plus accrued interest, if any, or amortized original
issue discount, if any, from           , 19  (payable in [same] [next] day
funds).
Conversion provisions:
Defeasance and Covenant Defeasance Provisions:
Form:
Other terms:
Closing time, date and location:

                                 [Warrants]

Number of Warrants to be issued:
Warrant Agent:
Issuable jointly with Securities:  [Yes]  [No]
     [Number of Warrants issued
     with each $            principal amount of Securities:]
     [Detachable data:]
Date from which Warrants are exercisable:
Date on which Warrants expire:
Exercise price(s) of Warrants:
Initial public offering price:  $
Purchase price:  $
Title of Warrant Securities:
     Principal amount purchasable upon exercise of one Warrant:
     Current Ratings:
     Interest rate:   Payable:
     Date of maturity:
     Redemption and/or repayment provisions:
     Sinking fund requirements:
[Delayed Delivery Contracts: [authorized] [not authorized]
     [Date of delivery:
     Minimum contract:
     Maximum aggregate principal amount:
     Fee:    %]
Other terms:
[Closing date and location:]]

     All the provisions contained in the document attached as Annex A hereto
entitled "New Plan Realty Trust-Debt Securities and Warrants to Purchase Debt
Securities-Underwriting Agreement" are hereby incorporated by reference in
their entirety herein and shall be deemed to be a part of this Terms
Agreement to the same extent as if such provisions had been set forth in full
herein.  Terms defined in such document are used herein as therein defined.

     Please accept this offer no later than     o'clock P.M. (New York City
time) on        by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.

                         Very truly yours,

                         LEHMAN BROTHERS INC.

                         By:_________________________

                         Acting on behalf of itself and
                           the other named Underwriters.

Accepted:

NEW PLAN REALTY TRUST

By:_________________________
   Name:
   Title:

                                                                    Exhibit B


                            NEW PLAN REALTY TRUST
                      (a Massachusetts business trust)

                            [Title of Securities]

                          DELAYED DELIVERY CONTRACT
                          _________________________



                                                                      , 19   


New Plan Realty Trust
1120 Avenue of the Americas
New York, New York  10036

Attention: Chairman of the Board of Trustees

Dear Sirs:

     The undersigned hereby agrees to purchase from New Plan Realty Trust
(the "Trust"), and the Trust agrees to sell to the undersigned on __________,
19__ (the "Delivery Date"),

of the Trust's [insert title of security] (the "Securities"), offered by the
Trust's Prospectus dated __________, 19__, as supplemented by its Prospectus
Supplement dated ___________, 19__, receipt of which is hereby acknowledged,
at a purchase price of _____% of the principal amount thereof, plus accrued
interest from __________, 19__,] [and, $__________ per Warrant,
respectively], on the Delivery Date, and on the further terms and conditions
set forth in this contract.

     Payment for the Securities which the undersigned has agreed to purchase
on the Delivery Date shall be made to the Trust or its order by certified or
official bank check in Federal or similar same-day funds at the office of

                           , on the Delivery Date, upon delivery to the
undersigned of the Securities to be purchased by the undersigned in
definitive form and in such denominations and registered in such names as the
undersigned may designate by written or telegraphic communication addressed
to the Trust not less than five full business days prior to the Delivery
Date.

     The obligation of the undersigned to take delivery of and make payment
for Securities on the Delivery Date shall be subject only to the conditions
that (1) the purchase of Securities to be made by the undersigned shall not
on the Delivery Date be prohibited under the laws of the jurisdiction to
which the undersigned is subject and (2) the Trust, on or before __________,
19__, shall have sold to the Underwriters of the Securities (the
"Underwriters") such principal amount of the Securities as is to be sold to
them pursuant to the Terms Agreement dated __________, 19__ between the Trust
and the Underwriters.  The obligation of the undersigned to take delivery of
and make payment for Securities shall not be affected by the failure of any
purchaser to take delivery of and make payments for Securities pursuant to
other contracts similar to this contract.  The undersigned represents and
warrants to you that its investment in the Securities is not, as of the date
hereof, prohibited under the laws of any jurisdiction to which the
undersigned is subject and which govern such investment.

     Promptly after completion of the sale to the Underwriters, the Trust
will mail or deliver to the undersigned at its address set forth below notice
to such effect, accompanied by a copy of the opinion of counsel for the Trust
delivered to the Underwriters in connection therewith.

     By the execution hereof, the undersigned represents and warrants to the
Trust that all necessary action for the due execution and delivery of this
contract and the payment for and purchase of the Securities has been taken by
it and no further authorization or approval of any governmental or other
regulatory authority is required for such execution, delivery, payment or
purchase, and that, upon acceptance hereof by the Trust and mailing or
delivery of a copy as provided below, this contract will constitute a valid
and binding agreement of the undersigned in accordance with its terms.

     This contract will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.

     It is understood that the Trust will not accept Delayed Delivery
Contracts for an aggregate principal amount of Securities in excess of
$________ and that the acceptance of any Delayed Delivery Contract is in the
Trust's sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis.  If this contract is acceptable to the Trust,
it is requested that the Trust sign the form of acceptance on a copy hereof
and mail or deliver a signed copy hereof to the undersigned at its address
set forth below.  This will become a binding contract between the Trust and
the undersigned when such copy is so mailed or delivered.


     This Agreement shall be governed by the laws of the State of New York.

                                   Yours very truly,

                                   _____________________________
                                        (Name of Purchaser)

                                   By___________________________
                                             (Title)

                                   _____________________________

                                   _____________________________
                                             (Address)
Accepted as of the date first above written.

NEW PLAN REALTY TRUST

By___________________________
          (Title)

                PURCHASER-PLEASE COMPLETE AT TIME OF SIGNING

     The name and telephone number of the representative of the Purchaser
with whom details of delivery on the Delivery Date may be discussed are as
follows:  (Please print.)

                                             Telephone No.
                                              (including
               Name                            Area Code) 
               ____                          _____________