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                                                                     EXHIBIT 3.6

                        NEW PLAN EXCEL REALTY TRUST, INC.

              PROPOSED AMENDMENT TO THE AMENDED AND RESTATED BYLAWS

                        1.          Article IV of the Amended and Restated
Bylaws hereby is amended by deleting such Article in its entirety and inserting
the following in its place:

                                    "Section 1. Number, Tenure and
                        Qualifications. The Board of Directors may appoint from
                        among its members committees composed of two or more
                        directors, to serve at the pleasure of the Board of
                        Directors. In addition, the Board of Directors may
                        establish additional committees composed of directors
                        and members of management of the Corporation.

                                    Section 2.  Powers.  The Board of Directors
                        may delegate to committees appointed under Section 1
                        of this Article any of the powers of the Board of
                        Directors, except as prohibited by law.

                                    Section 3. Telephone Meetings. Members of a
                        committee appointed under Section 1 of this Article may
                        participate in a meeting by means of a conference
                        telephone or similar communications equipment if all
                        persons participating in the meeting can hear each other
                        at the same time. Participation in a meeting by these
                        means shall constitute presence in person at the
                        meeting.

                                    Section 4. Informal Action by Committees.
                        Any action required or permitted to be taken at any
                        meeting of a committee appointed under Section 1 of this
                        Article may be taken without a meeting if a consent in
                        writing to such action is signed by each member of the
                        committee and such written consent is filed with the
                        minutes of proceedings of such committee."


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                        NEW PLAN EXCEL REALTY TRUST, INC.

              PROPOSED AMENDMENT TO THE AMENDED AND RESTATED BYLAWS

                        1.          Article III, Section 5 of the Amended and
 Restated Bylaws hereby is amended by deleting such section in its entirety
and inserting the following in its place:

                                    "Section 5. Notice. Notice of any meeting of
                        the Board of Directors shall be given to each director
                        either (i) verbally, delivered personally or by
                        telephone, or (ii) in writing, delivered personally or
                        transmitted by facsimile to the director's business
                        address. Such notice shall be given at least three (3)
                        business days prior to such meeting. Neither the
                        business to be transacted at, nor the purpose of, any
                        annual or regular meeting of the Board of Directors need
                        be stated in this notice, unless specifically required
                        by statute or these bylaws. No business shall be
                        transacted at a special meeting of the Board of
                        Directors except as specifically designated in the
                        notice thereof."