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SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-K/A

Amendment No. 1

to

|ý                                                            | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED EFFECTIVE OCTOBER 7, 1996]
|------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------
|                                                             | For the fiscal year ended December 31, 2002                                                                                     
|OR                                                          
|o                                                            | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]                      
|For the transition period
from                            to

Commission File Number 1-12244

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NEW PLAN EXCEL REALTY TRUST, INC.(Exact Name of Registrant as Specified in Its Charter)

Maryland(State of Incorporation)

33-0160389(I.R.S. Employer Identification No.)1120 Avenue of the Americas
New York, NY 10036(Address of Principal Executive Offices)

(212) 869-3000(Registrant's Telephone Number)Securities registered pursuant to Section 12(b) of the Act:Title of Class:

Name of Exchange on which registered:Common Stock, $0.01 par value per share
Series B Cumulative Redeemable Preferred Stock
Series D Cumulative Voting Step-Up
    Premium Rate Preferred Stock

New York Stock Exchange
New York Stock Exchange
NoneSecurities registered pursuant to Section 12(g) of the Act:None


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Indicate
by check mark whether the 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, and (2) has been subject to such filing requirements for the past 90 days.
 Yes ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o

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

The
aggregate market value of the Registrant's shares of common stock held by non-affiliates was approximately $1,980,241,000 as of June 28, 2002, based on the closing
price of $20.83 on the NYSE on that date.

As
of March 3, 2003, the number of shares of common stock of the Registrant outstanding was 96,927,402.

Documents
incorporated by reference: Portions of the Proxy Statement for the 2003 Annual Meeting of Stockholders of the Registrant to be filed subsequently with the SEC are incorporated
by reference into Part III of this report.

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PART IV

Item 15.Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)
Documents filed as part of this report:

3.Exhibits

We
hereby amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 by refiling as Exhibit 12 to such report the Ratio of Earnings to Fixed Charges and Preferred
Stock Dividends. Exhibit 12 as refiled herewith reflects the correction of certain information and the inclusion of certain additional information.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

| |  | NEW PLAN EXCEL REALTY TRUST, INC. (Registrant)
| |  | ----------------------------------------------
| |  | By:                                           

Dated:
April 3, 2003

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CERTIFICATION

I,
Glenn J. Rufrano, certify that:





Date:
April 3, 2003

|/s/GLENN J. RUFRANOGlenn J. Rufrano Chief Executive
Officer |  | 
|----------------------------------------------------------- |  | 

CERTIFICATION

I,
John B. Roche, certify that:

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Date:
April 3, 2003

|/s/JOHN B. ROCHEJohn B. Roche Chief Financial Officer |  | 
|----------------------------------------------------- |  | 

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