UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

      |_|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

                   For the quarterly period ended ____________

                                       OR

      |X|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

       For the transition period from July 22, 2005 to September 30, 2005

                         Commission file number 1-32662

                           Newkirk Realty Trust, Inc.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            Maryland                                    20-3164488
---------------------------------------     ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

7 Bulfinch Place, Suite 500, Boston, MA                 02114-9507
---------------------------------------     ------------------------------------
(Address of principal executive office)                 (Zip Code)

Registrant's telephone number, including area code (617) 570-4600
                                                   -----------------------------

Indicate by check mark whether Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |_| No |X|

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date. 19,375,000 Common Shares as of
December 14, 2005.

<PAGE>

                                Table of Contents

Part I. FINANCIAL INFORMATION                                               Page

        Item 1.   Financial Statements (Unaudited)

                  Balance Sheet at September 30, 2005..........................3

                  Statement of Cash Flows for the Period from Inception
                  (July 22, 2005) to September 30, 2005........................4

                  Notes to Financial Statements................................5

        Item 2.   Management's Discussion and Analysis of Financial
                  Condition and Results Operations.............................8

        Item 3.   Quantitative and Qualitative Disclosures about Market
                  Risk........................................................15

        Item 4.   Controls and Procedures.....................................15

Part II. OTHER INFORMATION

        Item 1.   Legal Proceedings...........................................16

        Item 2.   Unregistered Sales of Equity Securities and Use of
                  Proceeds....................................................16

        Item 3.   Defaults upon Senior Securities.............................16

        Item 4.   Submission of Matters to a Vote of Security Holders.........16

        Item 5.   Other Information...........................................17

        Item 6.   Exhibits....................................................17

        Signatures............................................................19


                                    2 of 24
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10Q - SEPTEMBER 30, 2005
                                  BALANCE SHEET
                                   (Unaudited)

                                     ASSETS

Cash....................................................................$  1,000
                                                                        ========

                      LIABILITIES AND SHAREHOLDER'S EQUITY

Preferred Shares of Beneficial Interest, $.01 par value 100,000,000
      shares authorized, 0 issued and outstanding.......................$     --

Common Shares of Beneficial Interest, $.01 par value 400,000,000
      shares authorized, 100 issued and outstanding.....................       1

Additional paid-in capital..............................................     999
                                                                        --------
                                                                        $  1,000
                                                                        ========

                       See notes to financial statements.


                                    3 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10Q - SEPTEMBER 30, 2005
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                   For the Period from Inception
                                                        (July 22, 2005) to
                                                        September 30, 2005
                                                   -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance of common stock                           $                       1,000
                                                   -----------------------------

       Net cash provided by financing activities                           1,000
                                                   -----------------------------

Net increase in cash                                                       1,000

Cash at Beginning of Period                                                   --
                                                   -----------------------------

Cash at End of Period                              $                       1,000
                                                   =============================

                       See notes to financial statements.


                                    4 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                          FORM 10Q - SEPTEMBER 30, 2005

Note 1 - ORGANIZATION

      Newkirk Realty Trust, Inc. ("the Company"), a Maryland corporation was
      formed on July 22, 2005 for the purpose of becoming the general partner
      of, and acquiring a controlling interest in, The Newkirk Master Limited
      Partnership ("Newkirk MLP"). The Company had not become the general
      partner of Newkirk MLP as of September 30, 2005.

      The Company did not have any results of operations until after September
      30, 2005.

Note 2 - SUMMARY OF ACCOUNTING POLICIES

      Estimates

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America ("GAAP")
      requires management to make estimates and assumptions that affect the
      reported amounts of assets and liabilities at the reporting date. Actual
      amounts could differ those estimates.

      Cash and Cash Equivalents

      The Company considers deposits that can be redeemed on demand and
      investments that have original maturities of less than three months, when
      purchased, to be cash equivalents. As of September 30, 2005, the Company's
      cash was deposited in one financial institution.

      Income Taxes

      The Company intends to qualify and operate as a real estate investment
      trust ("REIT") under the provisions of the Internal Revenue Code. Under
      these provisions, the Company is required to distribute at least 90% of
      its REIT taxable income to its shareholders to maintain the REIT
      qualification and not be subject to Federal income taxes for the portion
      of taxable income distributed. The Company must also satisfy certain tests
      concerning the nature of its assets and income distributed and meet
      certain record keeping requirements.

Note 3 - SUBSEQUENT EVENTS

      On November 7, 2005, the Company completed its initial public offering of
      common shares (the "IPO") pursuant to which it sold 15,000,000 shares of
      its common shares at a per share price of $16. Simultaneously with the
      IPO, the Company sold to Winthrop Realty Trust (formerly known as First
      Union Real Estate Equity and Mortgage Investments) 3,125,000 shares of its
      common shares for a purchase price of $16 per share or $50 million in the
      aggregate. In addition, the Company issued an additional. 1,250,000 shares
      to Winthrop Realty Trust pursuant to an Acquisition Agreement (the
      "Exclusivity Assignment Agreement") in consideration for the assignment by
      Winthrop Realty Trust of certain exclusivity rights with respect to
      net-lease business opportunities offered to or generated by Michael
      Ashner, the Chairman and Chief Executive Officer of the Company and
      Winthrop


                                    5 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                          FORM 10Q - SEPTEMBER 30, 2005

Note 3 - SUBSEQUENT EVENTS (Continued)

      Realty Trust. The sale and issuance of shares to Winthrop Realty Trust
      were effected pursuant to the exemption from registration provided by
      Section 4(2) of the Securities Act of 1933. As a result of the foregoing
      transactions, the Company received net proceeds after underwriters and
      placement agent fees but before other expenses of $273,559,900.

      Following the consummation of the IPO and the issuance of shares to
      Winthrop Realty Trust, the Company had 19,375,000 shares of its common
      stock outstanding. The common shares of the Company are traded on the New
      York Stock Exchange under the symbol "NKT".

      In connection with the IPO and the Winthrop Realty Trust transactions:

      o     the Company was admitted as the general partner of Newkirk MLP;

      o     the Company acquired a total of 19,375,000 units of limited
            partnership interest in Newkirk MLP, representing an approximately
            30.1% interest, as follows: (1) 16,875,000 units directly from
            Newkirk MLP in exchange for a contribution of (i) $235.83 million to
            Newkirk MLP and (ii) certain exclusivity rights with respect to
            net-lease business opportunities offered to or generated by Michael
            Ashner, the Chairman and Chief Executive Officer of the Company,
            that the Company had acquired from Winthrop Realty Trust; (2)
            2,375,000 units directly from Apollo Real Estate Investment Fund
            III, L.P. ("Apollo") for an aggregate purchase price of $35.85
            million; and (3) 125,000 units of limited partnership directly from
            WEM-Brynmawr Associates LLC for an aggregate purchase price of $1.89
            million. Both of Apollo and WEM-Brynmawr Associates are affiliated
            entities of the Company

      o     the Company and Newkirk MLP entered into an Advisory Agreement (the
            "Advisory Agreement") with NKT Advisors, LLC ("NKT") pursuant to
            which NKT agreed to provide advisory services to the Company and
            Newkirk MLP;

      o     the Company entered into Registration Rights Agreements with each of
            Winthrop Realty Trust, Vornado Realty Trust and Apollo pursuant to
            which each of such parties has certain rights to cause the Company
            to file a registration statement with the Securities and Exchange
            Commission under which the shares of common stock held by them are
            to be registered for resale;

      o     the Company entered into an Exclusivity Services Agreement with
            Michael Ashner pursuant to which Michael Ashner agreed that if the
            Exclusivity Services Agreement that he entered into with Winthrop
            Realty Trust is terminated at a time when the assignment provided
            for pursuant to the Exclusivity Assignment Agreement is still in
            effect, all net-lease business opportunities offered to or generated
            by Michael Ashner will be offered to the Company;

      o     the Company issued to NKT one share of its Special Voting Preferred
            Stock. The Special Voting Preferred Stock entitles NKT to vote on
            all matters for which the


                                    6 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                          FORM 10Q - SEPTEMBER 30, 2005

Note 3 - SUBSEQUENT EVENTS (Continued)

            Company's common stockholders are entitled to vote. The number of
            votes that NKT will be entitled to cast in respect of the special
            voting preferred stock will initially be 45,000,000 votes or
            approximately 69.9% of the 64,375,000 votes entitled to be cast. The
            45,000,000 votes represents the total number of units of limited
            partnership interest in Newkirk MLP that were outstanding
            immediately following consummation of the IPO (excluding units held
            by the Company). As units are redeemed at the option of a
            unitholder, the number of votes attaching to NKT's special voting
            preferred stock will decrease by an equivalent amount. The Advisory
            Agreement provides that on all matters for which NKT is entitled to
            cast votes in respect of its special voting preferred stock, it will
            cast its votes in direct proportion to the votes that are cast by
            limited partners, other than the Company, on such matters, except
            that NKT (through its managing member) will be entitled to vote in
            its sole discretion to the extent that the voting rights of
            affiliates of Vornado Realty Trust are limited under certain
            circumstances. The issuance of the Special Voting Preferred was
            effected pursuant to the exemption from registration provided by
            Section 4(2) of the Securities Act of 1933;

      o     the Company granted exemptions from its ownership limitation set
            forth in its Articles of Incorporation to (i) Winthrop Realty Trust,
            Vornado Realty Trust and Apollo to the extent they hold up to 17.5%,
            22.5% and 36.3%, respectively, of the Company's common shares (in
            either case, on a fully diluted basis assuming the redemption of all
            redeemable Newkirk MLP units in exchange for shares of common shares
            whether or not such units are then redeemable and, in the case of
            Vornado Realty Trust and its affiliates, excluding shares of common
            shares owned indirectly through their ownership of shares of
            Winthrop Realty Trust), (ii) Security Capital Preferred Growth
            Incorporated to the extent they hold up to 20% of the Company's
            common shares (without giving effect to the any shares issued upon
            redemption of Newkirk MLP units), and (iii) Kensington Investment
            Group, Inc. to the extent they hold up to 18.2% of the Company's
            common shares; and

      o     Newkirk MLP's agreement of limited partnership was amended and
            restated to contain various provisions that are necessary and/or
            customary to provide for an umbrella real estate investment trust
            (UPREIT) structure, including provisions granting limited partners,
            other than the Company, the right, beginning on November 7, 2006 and
            subject to certain limitations, to cause Newkirk MLP to redeem their
            interest in Newkirk MLP at a price based on the closing price of the
            Company's common shares on the New York Stock Exchange for the ten
            trading days prior to receipt of a redemption notice. The Company
            will be permitted to elect to purchase tendered partnership
            interests of Newkirk MLP for the redemption price and to pay the
            redemption price either in cash or by the issuance of shares of the
            Company's common shares.


                                    7 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

      Certain statements contained herein constitute forward-looking statements.
      Forward-looking statements include information relating to our intent,
      belief or current expectations.

      We identify forward-looking statements in this Form 10-Q by using words or
      phrases such as "anticipate," "believe," "estimate," "expect," "intend,"
      "may be," "objective," "plan," "predict," "project" and "will be" and
      similar words or phrases (or the negative thereof).

      The forward-looking information involves important risks and uncertainties
      that could cause our actual results, performance or achievements to differ
      materially from our anticipated results, performance or achievements
      expressed or implied by such forward-looking statements.

      Although we believe the expectations reflected in such forward-looking
      statements are based upon reasonable assumptions, we cannot assure you
      that such expectations will be attained or that any deviations will not be
      material. We disclaim any obligation or undertaking to disseminate to you
      any updates or revisions to any forward-looking statement contained in
      this Form 10-Q to reflect any change in our expectations or any changes in
      events, conditions or circumstances on which any statement is based.

Overview

      As of September 30, 2005, we had not become the general partner of The
      Newkirk Master Limited Partnership (the "Newkirk MLP"), the entity through
      which we own all of our current assets. However, on November 7, 2005, we
      (i) completed our initial public offering of common stock pursuant to
      which we sold 15,000,000 shares of our common stock at a price of $16 per
      share, before underwriters discount (the "IPO"), (ii) issued an additional
      3,125,000 shares of our common stock to Winthrop Realty Trust (formerly
      known as First Union Real Estate Equity and Mortgage Investments) in
      exchange for a $50 million cash purchase price, before placement agent
      fees, and (iii) issued an additional 1,250,000 shares of our common shares
      to Winthrop Realty Trust in consideration for the assignment by Winthrop
      Realty Trust of certain exclusivity rights with respect to net-lease
      business opportunities offered to or generated by Michael Ashner, our
      Chairman and Chief Executive Officer and the Chairman and Chief Executive
      Officer of Winthrop Realty Trust. The proceeds of the IPO and the Winthrop
      Realty Trust transaction were used to acquire a 30.1% interest in Newkirk
      MLP and we became the general partner of Newkirk MLP. See "Other Matters."

      At September 30, 2005, Newkirk MLP owned an interest in 204 real
      properties. Almost all of the properties are leased to one or more tenants
      pursuant to net leases. At September 30, 2005, there were two properties
      which were vacant and not leased containing approximately 235,000 square
      feet of space. The remaining 16,966,000 square feet or 98.6% of total
      space is leased. Newkirk MLP also holds subordinated interests in a
      securitized pool of notes evidencing first mortgage indebtedness secured
      by certain of Newkirk MLP's properties as well as other properties,
      limited partnership interests in various partnerships that own commercial
      net-leased properties, an interest in a management company that provides
      services for Newkirk MLP as well as other real estate


                                    8 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

      Overview (Continued)

      partnerships, ground leases, remainder interests or the right to acquire
      remainder interests in various properties and miscellaneous other assets.

      Through Newkirk MLP, we intend to manage the existing properties through
      lease renewals and extensions with existing tenants, new leases and/or, if
      strategically warranted, sales. Upon expiration of a property's lease, we
      intend to extend the lease or promptly re-lease the property to a new
      tenant. If we are unable to extend a lease or re-lease the property on a
      net lease basis, our intention is to either sell that property or re-lease
      the property on a non-net leased basis and then sell it. However,
      depending on existing market conditions, we may elect to retain non-net
      leased properties so as to maximize returns.

      The primary risks associated with re-tenanting properties are: (i) the
      period of time required to find a new tenant; (ii) whether renewal rental
      rates will be lower than in-place rental rates; (iii) significant leasing
      costs such as commissions and tenant improvement allowances; and (iv) the
      payment of operating costs such as real estate taxes and insurance while
      there is no offsetting revenue. These risks are addressed by contacting
      tenants well in advance of their lease expirations to ascertain their
      occupancy needs, visiting the properties to determine the physical
      condition of the property and meeting with local brokers to determine the
      depth of the rental market.

      We intend to employ a portion of the funds we contributed to Newkirk MLP
      from the IPO as well as from future debt or equity financing and redeploy
      a portion of Newkirk MLP's cash flow from operations and property sales to
      engage in significant acquisition and investment. We will look to:

      o     acquire individual net leased properties and portfolios of net
            leased properties;

      o     complete sale/leaseback transactions, through which we acquire
            properties and lease the properties back to the seller or operator
            under a net lease;

      o     acquire controlling and non-controlling interests in private and
            public companies primarily engaged in the business of making net
            lease investments;

      o     acquire equity and debt interests in entities that own, develop,
            manage or advise third parties with regard to net leased
            investments;

      o     acquire senior and subordinated loans secured by mortgages on net
            leased properties, mezzanine loans secured by ownership interests in
            entities that own net leased properties as well as commercial
            mortgage-backed securities, B Notes and bridge loans, relating to
            net leased properties;

      o     participate in development projects relating to net lease
            properties; and

      o     explore investment opportunities in non-domestic markets.


                                    9 of 24
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                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

      Trends

      Competition

      We expect to face increased competition for Newkirk MLP's targeted
      investments. We intend to capitalize on the acquisition and investment
      opportunities that NKT Advisor LLC, our advisor ("NKT") may bring to us as
      a result of its acquisition experience. Through its broad experience, our
      Advisor's senior management team , which is also our senior management
      team, has established a network of contacts and relationships in the net
      leased property industry, including relationships with operators,
      financiers, commercial real estate brokers, potential tenants and other
      key industry participants. In addition, we believe that NKT and its
      affiliates 'significant real estate management infrastructure will provide
      NKT with the economies of scale associated with their current business
      operations and thus will provide us with a competitive advantage when
      bidding on investment opportunities.

      Interest rate environment

      The current yield curve indicates that interest rates are likely to
      increase. The effect of future interest rate increases on future
      acquisitions is not possible to predict but with respect to the effect on
      Newkirk MLP's floating rate debt, we may utilize a variety of financial
      instruments, including interest rate swaps, caps, options, floors and
      other interest rate exchange contracts, in order to limit the effects of
      fluctuations in interest rates on our operations. Toward that end, we have
      entered into the following agreements in order to limit the exposure to
      interest rate volatility on a loan from KeyBank National Association and
      Bank of America, National Association which had a principal balance of
      approximately $593.5 million as of December 14, 2005: (i) a five year
      interest rate swap agreement with KeyBank National Association effectively
      setting the LIBOR Rate at 4.642% for $250.0 million of the loan balance;
      (ii) an interest rate cap agreement with Bank of America for $425.0
      million through November 2006 capping the LIBOR Rate at 5.0%; and (iii) an
      interest rate cap agreement with SMBC Derivative Products Limited capping
      the LIBOR Rate at 6.0% for the period from November 2006 until August 2008
      for a notional amount of $290.0 million. We do not intend to utilize
      derivatives for speculative or other purposes other than interest rate
      risk management.

      Liquidity and Capital Resources

      Our principal sources of cash flow will be distributions from Newkirk MLP
      and equity raises. We raised approximately $273.6 million net of
      underwriting commission in connection with our initial public offering and
      sale of shares to Winthrop Realty Trust on November 7, 2005. On the same
      date, we used these funds to acquire units in Newkirk MLP. See "Other
      Matters."

      Newkirk MLP used the proceeds to repay $150.0 million of Newkirk MLP's
      existing debt and the balance of the proceeds will be utilized to fund
      future acquisitions and fund working capital requirements. We will conduct
      all of our operations through Newkirk MLP. As a public company, we will
      have access to public and private equity and debt markets and selective
      secured indebtedness. We may also seek an unsecured credit facility.
      However, there are factors that may have a material adverse effect on our
      access to capital sources. Our ability to incur additional debt


                                    10 of 24
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                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

      Liquidity and Capital Resources (Continued)

      to fund acquisitions will be dependent upon Newkirk MLP's existing
      leverage and its debt covenants, the value of the assets we are attempting
      to leverage and general economic conditions, which are outside of our
      influence.

      Our UPREIT structure will enable us to acquire properties for cash and/or
      by issuing to sellers, as a form of consideration, limited partnership
      interests in Newkirk MLP. We intend to utilize this structure to
      facilitate our ability to acquire individual properties and portfolios of
      properties by structuring transactions which will defer tax payable by a
      seller while preserving Newkirk MLP's available cash for other purposes,
      including the payment of dividends and distributions.

      Newkirk MLP's principal sources of funds have historically been operating
      cash flows, property sales and borrowings. Operating cash flows have been,
      and are expected to continue to be, derived primarily from rental income
      received by Newkirk MLP from its properties. Pursuant to the terms of the
      leases, the tenants are responsible for substantially all of the operating
      expenses with respect to the properties, including maintenance, capital
      improvements, insurance and taxes. Accordingly, we do not anticipate
      significant needs for cash for these costs. To the extent there is a
      vacancy in a property, Newkirk MLP would be obligated for all operating
      expenses, including real estate taxes and insurance. As of September 30,
      2005, two properties were vacant, representing 1.4% of total square
      footage.

      We believe that cash flows from Newkirk MLP's operations will continue to
      provide adequate capital to fund operating and administrative expenses and
      regular debt service obligations, as well as dividend payments required to
      be made by us to satisfy REIT requirements, in both the short-term and
      long-term. In addition, we anticipate that cash on hand and net proceeds
      from the issuance of equity and debt, as well as other alternatives, will
      provide the necessary capital required for acquisitions and future capital
      costs required as a result of lease turnover by Newkirk MLP.

      Capital Expenditures

      Due to the net lease nature of Newkirk MLP's leases, Newkirk MLP does not
      incur significant expenditures in the ordinary course of business to
      maintain its properties. However, as leases expire, we expect to incur
      costs in extending the existing tenant lease or re-tenanting the
      properties. The amounts of these expenditures can vary significantly
      depending on tenant negotiations, market conditions and rental rates.
      These expenditures are expected to be funded from Newkirk MLP's operating
      cash flows or borrowings.

      Other Matters

      On November 7, 2005, we completed the IPO and simultaneously sold to
      Winthrop Realty Trust 3,125,000 shares of our common stock for a purchase
      price of $16 per share or $50 million in the aggregate, before placement
      agent fees. In addition, we issued an additional. 1,250,000 shares to
      Winthrop Realty Trust pursuant to an Acquisition Agreement (the
      "Exclusivity Assignment Agreement") in consideration for the assignment by
      Winthrop Realty Trust of certain exclusivity


                                    11 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

      Other Matters (Continued)

      rights with respect to net-lease business opportunities offered to or
      generated by Michael Ashner, our Chairman and Chief Executive Officer and
      Chairman and Chief Executive Officer of Winthrop Realty Trust. Both sales
      of shares to Winthrop Realty Trust were effected pursuant to the exemption
      from registration provided by Section 4(2) of the Securities Act of 1933.

      Following the consummation of the IPO, we had 19,375,000 shares of our
      common stock outstanding. The common stock of the Company is traded on the
      New York Stock Exchange under the symbol "NKT".

      In connection with the IPO and the Winthrop Realty Trust transactions:

      o     we were admitted as the general partner of Newkirk MLP;

      o     we acquired a total of 19,375,000 units of limited partnership
            interest in Newkirk MLP, representing an approximately 30.1%
            interest, as follows: (1) 16,875,000 units directly from Newkirk MLP
            in exchange for a contribution of (i) $235.83 million to Newkirk MLP
            and (ii) certain exclusivity rights with respect to net-lease
            business opportunities offered to or generated by Michael Ashner,
            our Chairman and Chief Executive Officer, that we had acquired from
            Winthrop Realty Trust; (2) 2,375,000 units directly from Apollo Real
            Estate Investment Fund III, L.P. ("Apollo") for an aggregate
            purchase price of $35.85 million; and (3) 125,000 units of limited
            partnership directly from WEM-Brynmawr Associates LLC for an
            aggregate purchase price of $1.89 million. Both of Apollo and
            WEM-Brynmawr Associates are affiliated entities of ours;

      o     we and Newkirk MLP entered into an Advisory Agreement with NKT
            pursuant to which NKT agreed to provide advisory services to us and
            Newkirk MLP;

      o     we entered into Registration Rights Agreements with each of Winthrop
            Realty Trust, Vornado Realty Trust and Apollo Real Estate Investment
            Fund III, L.P. ("Apollo") pursuant to which each of such parties has
            certain rights to cause us to file a registration statement with the
            Securities and Exchange Commission under which the shares of common
            stock held by them are to be registered for resale;

      o     we entered into an Exclusivity Services Agreement with Michael
            Ashner pursuant to which Michael Ashner agreed that if the
            Exclusivity Services Agreement that he entered into with Winthrop
            Realty Trust is terminated at a time when the assignment provided
            for pursuant to the Exclusivity Assignment Agreement is still in
            effect, all net-lease business opportunities offered to or generated
            by Michael Ashner will be offered to us;

      o     we issued to NKT one share of its Special Voting Preferred Stock.
            The Special Voting Preferred Stock entitles NKT to vote on all
            matters for which our common stockholders are entitled to vote. The
            number of votes that NKT will be entitled to cast in respect of the
            special voting preferred stock will initially be 45,000,000 votes or
            approximately 69.9% of


                                    12 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

      Other Matters (Continued)

            the 64,375,000 votes entitled to be cast. The 45,000,000 votes
            represents the total number of units of limited partnership interest
            in the Newkirk MLP that were outstanding immediately following
            consummation of the IPO (excluding units held by us). As units are
            redeemed at the option of a unitholder, the number of votes
            attaching to NKT's special voting preferred stock will decrease by
            an equivalent amount. The advisory agreement with NKT provides hat
            on all matters for which NKT is entitled to cast votes in respect of
            its special voting preferred stock, it will cast its votes in direct
            proportion to the votes that are cast by limited partners, other
            than us, on such matters, except that NKT (through its managing
            member) will be entitled to vote in its sole discretion to the
            extent that the voting rights of affiliates of Vornado Realty Trust
            are limited under certain circumstances. The issuance of the Special
            Voting Preferred was effected pursuant to the exemption from
            registration provided by Section 4(2) of the Securities Act of 1933;

      o     we granted exemptions from the ownership limitation set forth in our
            Articles of Incorporation to (i) Winthrop Realty Trust, Vornado
            Realty Trust and Apollo to the extent they hold up to 17.5%, 22.5%
            and 36.3%, respectively, of our common shares (in either case, on a
            fully diluted basis assuming the redemption of all redeemable
            Newkirk MLP units in exchange for shares of common shares whether or
            not such units are then redeemable and, in the case of Vornado
            Realty Trust and its affiliates, excluding shares of common shares
            owned indirectly through their ownership of shares of Winthrop
            Realty Trust), (ii) Security Capital Preferred Growth Incorporated
            to the extent they hold up to 20% of our common shares (without
            giving effect to the any shares issued upon redemption of e Newkirk
            MLP units), and (iii) Kensington Investment Group, Inc. to the
            extent they hold up to 18.2% of our common shares; and

      o     Newkirk MLP's agreement of limited partnership was amended and
            restated to contain various provisions that are necessary and/or
            customary to provide for an umbrella real estate investment trust
            (UPREIT) structure, including provisions granting limited partners,
            other than us, the right, beginning on November 7, 2006 and subject
            to certain limitations, to cause Newkirk MLP to redeem their
            interest in Newkirk MLP at a price based on the closing price of our
            common shares on the New York Stock Exchange for the ten trading
            days prior to receipt of a redemption notice. We will be permitted
            to elect to purchase tendered partnership interests of Newkirk MLP
            for the redemption price and to pay the redemption price either in
            cash or by the issuance of shares of our common shares.

      Results of Operations

      We did not have any results of operations until after September 30, 2005.


                                    13 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS (Continued)

      Critical Accounting Policies

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions in certain circumstances that
      affect amounts reported in the accompanying financial statements and
      related notes. In preparing these financial statements, management has
      made its best estimates and judgments of certain amounts included in the
      consolidated financial statements, giving due consideration to
      materiality.


                                    14 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      None.

Item 4. CONTROLS AND PROCEDURES

      There have not been any changes in our internal controls over financial
      reporting (as defined in Rule 13a-15(f) under the Securities and Exchange
      Act of 1934, as amended) during the fiscal quarter to which this report
      relates that have materially affected, or are reasonably likely to
      materially affect, our internal controls over financial reporting.


                                    15 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

                           PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

      None.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      (a)   N/A
      (b)   N/A
      (c)   N/A

Item 3. DEFAULTS UPON SENIOR SECURITIES

      N/A

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      N/A


                                    16 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

Item 5. OTHER INFORMATION

      N/A

Item 6. EXHIBITS

      Exhibits required by Item 601 of Regulation S-K are filed herewith or
      incorporated herein by reference and are listed in the attached Exhibit
      Index.

3.1   Amended and Restated Articles of Incorporation of the Company (d)

3.2   Amended and Restated By-laws of the Company (d)

4.1   Form of Certificate of Common Stock(c)

4.2   Form of Special Voting Preferred Stock(c)

10.1  Advisory Agreement, dated as of November 7, 2005, by and between the
      Company, The Newkirk Master Limited Partnership and NKT Advisors LLC(d)
      10.2 Acquisition Agreement, dated as of November 7, 2005, between the
      Company and First Union Real Estate Equity and Mortgage Investments
      ("First Union") (incorporated by reference to Exhibit 10.4 to First
      Union's Current Report on Form 8-K filed with the Securities and Exchange
      Commission on November 10, 2005) (d)

10.3  Amended and Restated Agreement of Limited Partnership of The Newkirk
      Master Limited Partnership dated as of November 7, 2005 (d)

10.4  Registration Rights Agreement, dated as of November 7, 2005, between the
      Company and Vornado Realty Trust(d)

10.5  Registration Rights Agreement dated as of November 7, 2005, between the
      Company and Apollo Real Estate Investment Fund III, L.P. ("Apollo") (d)

10.6  Registration Rights Agreement dated as of November 7, 2005, between the
      Company and First Union. (d)

10.7  Unit Purchase Agreement between the Company and Apollo. (d)

10.8  Unit Purchase Agreement between the Company and WEM-Brynmawr Associates
      LLC. (d)

10.9  Securities Purchase Agreement between the Registrant and First Union(d)

10.10 Exclusivity Services Agreement between the Company and Michael L. Ashner.
      (d)

10.11 Lock-Up Agreement dated November 7, 2005 among First Union and the
      Underwriters named therein. (d)

10.7  Registrant's 2005 Stock Incentive Plan(c)

10.15 Letter Agreement among the Registrant, Apollo Real Estate Investment Fund
      III, L.P., The Newkirk Master Limited Partnership, NKT Advisors LLC,
      Vornado Realty Trust, VNK Corp., Vornado Newkirk LLC, Vornado MLP GP LLC
      and WEM Bryn Mawr Associates LLC(c)

10.16 Master Loan Agreement, dated August 11, 2005, among The Newkirk Master
      Limited Partnership and T-Two Partners, L.P., KeyBank National
      Association, Bank of America, N.A., Lasalle Bank, National Association,
      and KeyBanc Capital Markets(b)

10.17 Master Promissory Note, dated as of August 11, 2005, by The Newkirk Master
      Limited Partnership in favor of KeyBank National Association(b)

10.18 Form of Mortgage, dated as of August 11, 2005, from The Newkirk Master
      Limited Partnership in favor of KeyBank National Association(b)

10.19 Ownership Interest Pledge and Security Agreement, dated as of August 11,
      2005, from The Newkirk Master Limited Partnership to KeyBank National
      Association(b)

10.20 Ownership Interest Pledge and Security Agreement (Subsidiaries), dated as
      of August 11, 2005, from The Newkirk Master Limited Partnership to KeyBank
      National Association(b)

10.21 Ownership Interest Pledge and Security Agreement (Finco, GP and Capital),
      dated as of August 11, 2005, from The Newkirk Master Limited Partnership
      to KeyBank National Association(b)

10.22 Indemnity Agreement, dated as of August 11, 2005, from The Newkirk Master
      Limited Partnership to KeyBank National Association(b)

10.23 Guaranty, dated as of August 11, 2005, from The Newkirk Master Limited
      Partnership to KeyBank National Association with respect to the T-Two
      Loan(b)

10.25 Amendment to the Letter Agreement among the Registrant, Apollo Real Estate
      Investment Fund III, L.P., The Newkirk Master Limited Partnership, NKT
      Advisors LLC, Vornado Realty Trust, Vornado Realty L.P., VNK Corp.,
      Vornado Newkirk LLC, Vornado MLP GP LLC, and WEM-Brynmawr Associates
      LLC(c)


                                    17 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

16.1  Letter of Imowitz Koenig & Co., LLP(a)

21    Subsidiaries of Registrant(c)

31.   Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.   Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

*     Filed herewith

(a)   Incorporated by reference to the Registrant's Registration Statement on
      Form S-11 (Registration No. 333-127278), filed on August 8, 2005

(b)   Incorporated by reference to Amendment No. 1 to the Registrant's
      Registration Statement on Form S-11 (Registration No. 333-127278), filed
      on August 8, 2005) or Form S-11 (Registration No. 333-127278) filed on
      September 16, 2005

(c)   Incorporated by reference to Amendment No. 5 to the Registrant's
      Registration Statement on Form S-11 (Registration No. 333-127278) filed on
      October 28, 2005

(d)   Incorporated by reference to the Company's Current Report on 8K filed
      November 15, 2005


                                    18 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

                                   SIGNATURES

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

                                    NEWKIRK REALTY TRUST, INC.


                                            BY: /s/ Michael L. Ashner
                                                -----------------------
                                                Michael L. Ashner
                                                Chief Executive Officer


                                            BY: /s/ Thomas C. Staples
                                                -----------------------
                                                Thomas C. Staples
                                                Chief Financial Officer

                                                Dated: December 15, 2005


                                    19 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

                                 CERTIFICATIONS

            I, Michael L. Ashner, certify that:

      1.    I have reviewed this quarterly report on Form 10-Q of Newkirk Realty
            Trust, Inc.;

      2.    Based on my knowledge, this quarterly report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the Registrant as of, and for, the periods presented
            in this quarterly report;

      4.    The Registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            Registrant and have:

            a)    designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the Registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;

            b)    evaluated the effectiveness of the Registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

            c)    disclosed in this report any change in the Registrant's
                  internal control over financial reporting that occurred during
                  the Registrant's most recent fiscal quarter that has
                  materially affected, or is reasonably likely to materially
                  affect, the Registrant's internal control over financial
                  reporting; and


                                    20 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

      5.    The Registrant's other certifying officer and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the Registrant's auditors and the audit
            committee of the Registrant's board of directors (or persons
            performing the equivalent functions):

            a)    all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  Registrant's ability to record, process, summarize and report
                  financial information; and

            b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  Registrant's internal control over financial reporting.


      Date: December 15, 2005                            /s/ Michael L. Ashner
                                                         -----------------------
                                                         Michael L. Ashner
                                                         Chief Executive Officer


                                    21 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

                                 CERTIFICATIONS

            I, Thomas C. Staples, certify that:

      1.    I have reviewed this quarterly report on Form 10-Q of Newkirk Realty
            Trust, Inc.;

      2.    Based on my knowledge, this quarterly report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this quarterly report;

      3.    Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the Registrant as of, and for, the periods presented
            in this quarterly report;

      4.    The Registrant's other certifying officer and I are responsible for
            establishing and maintaining disclosure controls and procedures (as
            defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            Registrant and have:

            a)    designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the Registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this quarterly report is being
                  prepared;

            b)    evaluated the effectiveness of the Registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

            c)    disclosed in this report any change in the Registrant's
                  internal control over financial reporting that occurred during
                  the Registrant's most recent fiscal quarter that has
                  materially affected, or is reasonably likely to materially
                  affect, the Registrant's internal control over financial
                  reporting; and


                                    22 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

      5.    The Registrant's other certifying officer and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the Registrant's auditors and the audit
            committee of the Registrant's board of directors (or persons
            performing the equivalent functions):

            a)    all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  Registrant's ability to record, process, summarize and report
                  financial information; and

            b)    any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  Registrant's internal control over financial reporting.


      Date: December 15, 2005                            /s/ Thomas C. Staples
                                                         -----------------------
                                                         Thomas C. Staples
                                                         Chief Financial Officer


                                    23 of 24
<PAGE>

                           NEWKIRK REALTY TRUST, INC.
                          FORM 10-Q SEPTEMBER 30, 2005

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Newkirk Realty Trust, Inc., (the
"Company"), on Form 10-Q for the quarterly period ended September 30, 2005, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned, in the capacities and on the date indicated below,
hereby certifies pursuant to 18 U.S.C. Section 1 350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully
complies with the requirements of Section 13(a) or 15(d) of the Securities and
Exchange Act of 1934; and (2) the information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.


Date:  December 15, 2005                                 /s/ Michael L. Ashner
                                                         -----------------------
                                                         Michael L. Ashner
                                                         Chief Executive Officer


Date:  December 15, 2005                                 /s/ Thomas C. Staples
                                                         -----------------------
                                                         Thomas C. Staples
                                                         Chief Financial Officer

                                    24 of 24