KRANZCO REALTY TRUST
8-K, 1999-01-04
REAL ESTATE INVESTMENT TRUSTS
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                     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) December 31, 1998 
                                                (January 4, 1999)            
                                                 --------------------

                            KRANZCO REALTY TRUST
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             (Exact Name of Registrant as Specified in Charter)

            Maryland                 1-11478           23-2691327
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  (State or Other Jurisdiction     (Commission       (IRS Employer
        of Incorporation)         File Number)     Identification No.)

  128 Fayette Street, Conshohocken, Pennsylvania         19428
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     (Address of Principal Executive Offices)          (Zip Code)

      Registrant's telephone number, including area code (610) 941-9292
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- -----------------------------------------------------------------------------
        (Former Name or Former Address, if Changed Since Last Report)

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<PAGE>
Item 5.   Other Events

     On January 4, 1999 Kranzco Realty Trust ("Kranzco") issued a press
release announcing that it is terminating the previously announced offer to
exchange $8,000,000 of convertible subordinated notes for 80% of the issued
and outstanding stock of New America Network, Inc. ("NAI").   

     The press release also stated that Kranzco would make a $1,000,000
investment in NAI for a minority ownership interest in NAI common stock, and
will enter into an Intercompany Agreement with NAI.

     A copy of the Press Release is attached as Exhibit 99 hereto and is
incorporated herein by reference.

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

(c)  Exhibits

99   Press Release of Kranzco Realty Trust dated January 4, 1999.


<PAGE>
                                 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:     January 4, 1999

                              KRANZCO REALTY TRUST



                              By:/s/ Norman M. Kranzdorf
                                 -----------------------------------
                                   Name:     Norman M. Kranzdorf
                                   Title:    Chief Financial Officer

<PAGE>
                                EXHIBIT INDEX



  99      Press Release of Kranzco Realty Trust dated January 4, 1999.


                 KRANZCO TERMINATES EXCHANGE OFFER WITH NAI;
                   WILL MAKE $1 MILLION INVESTMENT IN NAI
        Two Companies Will Work Together Under Intercompany Agreement


  Conshohocken, PA, Jan. 4 - Kranzco Realty Trust (NYSE; KRT), a real estate
investment trust, announced today that it has terminated its previously
announced exchange offer with New America Network, Inc. (NAI).  Under a new
agreement, Kranzco will make a $1 million investment in NAI for a minority
ownership interest in NAI common stock and will enter into an Intercompany
Agreement with NAI which will remain a private company after the investment. 
The expiration date of the exchange offer had been extended until December
31, 1998.

  Norman M. Kranzdorf, president and chief executive office of Kranzco, will
join NAI's board of directors.  Gerald C. Finn, chairman and CEO of NAI, was
previously elected to a three-year term on Kranzco's board.

  Kranzdorf said the two companies will proceed with the collaboration
envisioned in the proposed earlier agreement, to develop new business
opportunities for each other from brokerage and related services.  "The
termination of the exchange offer reflects our recognition that current
market conditions do not favor a public offering of small capitalization
companies at this time.  However, NAI has demonstrated the long-term
effectiveness of its strategies and the strength of its management, and we
continue to believe that an alliance with NAI will be beneficial for both
companies,"  Kranzdorf stated.

  Gerald Finn, Chief Executive Officer of NAI said "We are delighted that
Kranzco had agreed to make a capital investment in NAI.  It shows their
confidence in NAI.  We look forward to continuing our mutually beneficial
relationship."

  Kranzco Realty Trust is a publicly-owned, self-administered, self-managed
real estate investment trust that owns and operates 67 neighborhood and
community shopping centers with approximately 9 million square feet of gross
leasable area in 19 states.

  New America International (NAI) is a global partnership of real estate
providers with approximately 150 member firms serving over 200 markets
throughout the world.  NAI provides brokerage, financial and investment
services, property/facilities management and strategic advisory services to
the retail, office and industrial sectors.

  Detailed information regarding Kranzco and its properties can be found on
its World Wide Web site at http://www.krt.com.  More information about NAI
can be obtained from its World Web site at http://NAIWEB.com.


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1999



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