content: <PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 1998
  
                                              Registration Statement No. 333-_____
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                              -------------------------
  
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
                              -------------------------
  
                             AMERICAN REALTY TRUST, INC.
     
               (Exact name of registrant as specified in its charter)
  
  
          GEORGIA                                          54-0697989
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
      
  
     
      
                          10670 NORTH CENTRAL EXPRESSWAY
                                    SUITE 300
                               DALLAS, TEXAS 75231
                                  (214) 692-4700
          (Address and telephone number of principal executive offices)
  
                               1997 STOCK OPTION PLAN
                              (Full title of the plan)
  
     
                                 ROBERT A. WALDMAN
                          10670 NORTH CENTRAL EXPRESSWAY
                                    SUITE 300
                               DALLAS, TEXAS 75231
                                  (214) 692-4700
            (Name, address and telephone number of agent for service)
      
     
                            -------------------------
  
        The Commission is requested to send copies of all communications to:
                                THOMAS R. POPPLEWELL
                               Andrews & Kurth L.L.P.
                           1711 Main Street, Suite 3700
                               Dallas, Texas 75201
  
                            -------------------------
      
   
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ========================================================================================================================== 
                                                                         PROPOSED           PROPOSED
                   TITLE OF EACH CLASS                                   MAXIMUM            MAXIMUM
                   OF SECURITIES TO BE              AMOUNT TO BE      OFFERING PRICE   AGGREGATE OFFERING     AMOUNT OF
                        REGISTERED                   REGISTERED        PER SHARE(1)         PRICE(1)       REGISTRATION FEE 
  --------------------------------------------  --------------------  --------------   ------------------  ---------------- 
  <S>                                           <C>                   <C>               <C>                <C>
  COMMON STOCK, $0.01 PAR VALUE...............    300,000 shares      $    14.875         $ 4,462,500         $ 1,316.44
  --------------------------------------------  --------------------  --------------   ------------------  ---------------- 
  </TABLE>
  
  (1)  Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
       amount of the registration fee, based on the average of the high and low 
       sales prices of the Common Stock as reported by the New York Stock Exchange
       on April 2, 1998. 
  
     
      
  
  
  ===============================================================================
  
  
  
  
  <PAGE>   2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
     
           The following documents, heretofore filed by American Realty Trust,
  Inc. ("ART") with the Commission, are hereby incorporated by reference, except
  as superseded or modified herein:
      
  
           1. ART's Annual Report on Form 10-K for the fiscal year ended December
  31, 1997, as filed with the Commission on March 30, 1998.
  
           2. The Annual Report on Form 10-K for Continental Mortgage and Equity
  Trust ("CMET") for the year ended December 31, 1997, as filed with the
  Commission on March 20, 1998.
  
     
           3. The Current Report on Form 8-K for Income Opportunity Realty 
  Investors, Inc. ("IORI") dated December 30, 1997, as filed with the Commission 
  on January 9, 1998.
  
           4. The Annual Report on Form 10-K for IORI for the year ended 
  December  31, 1997, as filed with the Commission on March 29, 1998.
  
           5. The Current Report on Form 8-K for Transcontinental Realty
  Investors, Inc. ("TCI") dated December 22, 1997, as filed with the Commission on
  January 9, 1998.
          
           6. The Annual Report on Form 10-K for TCI for the year ended 
  December 31, 1997, as filed with the Commission on March 20, 1998.
  
           7. The Annual Report on Form 10-K for National Realty, L.P. ("NRLP")
  for the year ended December 31, 1997, as filed with the Commission on March 26,
  1998.
      
  
            8. The description of the Common Stock contained in ART's Registration
  Statement under Section 12 of the Exchange Act and all amendments and reports
  filed for the purpose of updating that description.
  
            Each document filed by ART, CMET, IORI, TCI or NRLP pursuant to 
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this Registration Statement and to be part
  hereof from the date of filing of such document.
   
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
            The information required by Item 4 is not applicable to this
  Registration Statement.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
            The information required by Item 5 is not applicable to this
  Registration Statement.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
     
            Article Thirteen of ART's Articles of Incorporation provides that, to
  the fullest extent permitted by Georgia law, as the same exists or may hereafter
  be amended, no director of ART shall be personally liable to ART or the
  shareholders of ART for monetary damages for breach of the duty of care as a
  director, provided that Article Thirteen does not limit or eliminate liability
      
  
  
  
           
                                        II-1
  <PAGE>   3
     
  for (i) a breach of duty involving an appropriation of a business opportunity of
  ART; (ii) an act or omission not in good faith or involving intentional
  misconduct or a knowing violation of law; or (iii) a transaction from which the
  director derived an improper personal benefit. In addition, a director's
  liability will not be limited as to any payment of a dividend or approval of a
  stock repurchase that is illegal under Section 14-2-640 of the Georgia Business
  Corporation Code.
      
  
           Article Thirteen applies only to claims against a director arising out 
  of his or her role as a director and not, if he or she is also an officer, his
  or her role as an officer or in any other capacity. In addition, Article
  Thirteen does not reduce the exposure of directors to liability under Federal
  securities laws.
  
           The Bylaws of ART require ART to indemnify any person who, by reason 
  of the fact that he is or was a director of ART, is made or is threatened to be
  made a party to an action, including an action brought by ART or its
  shareholders. The Bylaws provide that ART will indemnify such person against
  reasonably incurred expenses (including, but not limited to, attorneys' fees and
  disbursements, court costs, and expert witness fees), and against any judgments,
  fines and amounts paid in settlement, provided that ART shall not indemnify such
  person under circumstances in which the Georgia Business Corporation Code, as in
  effect from time to time, would not allow indemnification.
  
           The Bylaws of ART give the ART Board the power to cause ART to provide
  to officers, employees, and agents of ART all or any part of the right to
  indemnification afforded to directors of ART as set forth in the Bylaws, subject
  to the conditions, limitations and obligations therein, upon a resolution to
  that effect identifying such officer, employee or agent and specifying the
  particular rights provided.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of ART
  pursuant to the foregoing provisions, ART has been informed that in the opinion
  of the Commission such indemnification is against public policy as expressed in
  the Securities Act and is, therefore, unenforceable.
       
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
           
           The information required by Item 7 is not applicable to this
  Registration Statement.
           
  ITEM 8.  EXHIBITS.
     
  
  EXHIBIT    DESCRIPTION
  -------    -----------
       
    5.1      Opinion of Holt Ney Zatcoff & Wasserman, LLP, as to the legality of
             the Common Stock being offered
   23.1      Consent of BDO Seidman, LLP (American Realty Trust, Inc.)
   23.2      Consent of BDO Seidman, LLP (Continental Mortgage and Equity Trust)
   23.3      Consent of BDO Seidman, LLP (Income Opportunity Realty Investors, 
             Inc.)
   23.4      Consent of BDO Seidman, LLP (Transcontinental Realty Investors, Inc.)
   23.5      Consent of BDO Seidman, LLP (National Realty, L.P.)
   23.6      Consent of Holt Ney Zatcoff & Wasserman, LLP (incorporated in
             Exhibit 5.1)
   24.1      Power of Attorney (set forth on page II-4 of this Registration
             Statement)
      
  
  
                                       II-2
  <PAGE>   4
  ITEM 9.  UNDERTAKINGS.
     
  
  (a) The undersigned Registrant hereby undertakes:
  
            (1) to file, during any period in which offers or sales are being 
       made, a post-effective amendment to this Registration Statement:
      
  
                 (i)   to include any prospectus required by Section 10(a)(3) of
             the Securities Act; 
  
                 (ii)  to reflect in the prospectus any facts or events arising 
            after the effective date of this Registration Statement (or the most 
            recent post-effective amendment hereof) which, individually or in the 
            aggregate, represent a fundamental change in the information set 
            forth in this Registration Statement; 
  
                 (iii) to include any material information with respect to the 
            plan of distribution not previously disclosed in this Registration 
            Statement or any material change to such information in this 
            Registration Statement;   
  
       provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
       the information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by the Registrant
       pursuant to Section 13 or Section 15(d) of the Exchange Act that are
       incorporated by reference in this Registration Statement. 
  
           (2) that, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a 
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the 
       initial bona fide offering thereof.
  
           (3) to remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the 
       termination of the offering.
  
  
       (b)  The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference in this Registration Statement
  shall be deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
       (c)  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question of
  whether such indemnification by it is against public policy as expressed in
  the Securities Act and will be governed by the final adjudication of such issue.
  
  
                                        II-3
  <PAGE>   5
  
                                     SIGNATURES
  
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on the 6th day of April
  1998.
  
  
                                AMERICAN REALTY TRUST, INC.                  
                                                                             
                                                                             
                                By:   /s/ KARL L. BLAHA
                                   ------------------------------------------
                                      Karl L. Blaha                          
                                      President (Principal Executive Officer)
  
  
  
                                 POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints Robert
  A. Waldman his true and lawful attorney-in-fact and agent, with full power of
  substitution and resubstitution, for him in his name, place and stead, in any
  and all capacities, to sign any and all amendments (including post effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorney-in-fact and
  agent full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully as to
  all intents and purposes as he might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact and agent, or his substitute or
  substitutes, may lawfully do or cause to be done by virtue thereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  
     
  <TABLE>
  <CAPTION>
               Signature                              Title                            Date
  <S>                                    <C>                                     <C>                     
         /s/ KARL L. BLAHA   
      -----------------------------       President (Principal Executive         April 6, 1998 
             Karl L. Blaha                    Officer) and Director
  
                                                                        
         /s/  ROY E. BODE                 
      -----------------------------             Director                         April 6, 1998    
              Roy E. Bode
  
        /s/OSCAR W. CASHWELL                    
      -----------------------------             Director                         April 6, 1998    
           Oscar W. Cashwell
  
        /s/   AL GONZALEZ                 
      -----------------------------             Director                         April 6, 1998    
              Al Gonzalez
  
        /s/   CLIFF HARRIS                
      -----------------------------             Director                         April 6, 1998    
              Cliff Harris
  
        /s/THOMAS A. HOLLAND
      -----------------------------        Executive Vice President and          April 6, 1998    
           Thomas A. Holland                 Chief Financial Officer
                                            (Principal Financial and
                                               Accounting Officer)
  </TABLE>
      
  
  
  
  
  
                                       II-4
  <PAGE>   6
  
                                   EXHIBIT INDEX
     
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER     DESCRIPTION
  -------    -----------
  <S>        <C>     
    5.1      Opinion of Holt Ney Zatcoff & Wasserman, LLP, as to the legality of
             the Common Stock being offered
   23.1      Consent of BDO Seidman, LLP (American Realty Trust, Inc.)
   23.2      Consent of BDO Seidman, LLP (Continental Mortgage and Equity Trust)
   23.3      Consent of BDO Seidman, LLP (Income Opportunity Realty Investors, 
             Inc.)
   23.4      Consent of BDO Seidman, LLP (Transcontinental Realty Investors, Inc.)
   23.5      Consent of BDO Seidman, LLP (National Realty, L.P.)
   23.6      Consent of Holt Ney Zatcoff & Wasserman, LLP (incorporated in
             Exhibit 5.1)
   24.1      Power of Attorney (set forth on page II-4 of this Registration
             incorporated in Exhibit 5.1 Statement)
      
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17931}]
metadata_filer: {"company-data": {"conformed-name": "AMERICAN REALTY TRUST INC", "cik": "0000827165", "assigned-sic": "6510", "irs-number": "540697989", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49461", "film-number": "98588152"}, "business-address": {"street1": "10670 N CENTRAL EXPRESSWAY", "street2": "STE 300", "city": "DALLAS", "state": "TX", "zip": "75231", "phone": "214-692-47"}, "mail-address": {"street1": "10670 N CENTRAL EXPRESSWAY", "street2": "SUITE 600", "city": "DALLAS", "state": "TX", "zip": "75231"}}
text: 1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 1998
  
                                              Registration Statement No. 333-_____
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                              -------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        under
                             THE SECURITIES ACT OF 1933
                              -------------------------
  
                             AMERICAN REALTY TRUST, INC.
     
               (Exact name of registrant as specified in its charter)
  
          GEORGIA                                          54-0697989
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
  incorporation or organization)
      
  
     
      
                          10670 NORTH CENTRAL EXPRESSWAY
                                    SUITE 300
                               DALLAS, TEXAS 75231
                                  (214) 692-4700
          (Address and telephone number of principal executive offices)
  
                               1997 STOCK OPTION PLAN
                              (Full title of the plan)
  
     
                                 ROBERT A. WALDMAN
                          10670 NORTH CENTRAL EXPRESSWAY
                                    SUITE 300
                               DALLAS, TEXAS 75231
                                  (214) 692-4700
            (Name, address and telephone number of agent for service)
      
     
                            -------------------------
  
        The Commission is requested to send copies of all communications to:
                                THOMAS R. POPPLEWELL
                               Andrews & Kurth L.L.P.
                           1711 Main Street, Suite 3700
                               Dallas, Texas 75201
  
                            -------------------------
      
   
                           CALCULATION OF REGISTRATION FEE
  ========================================================================================================================== 
                                                                         PROPOSED           PROPOSED
                   TITLE OF EACH CLASS                                   MAXIMUM            MAXIMUM
                   OF SECURITIES TO BE              AMOUNT TO BE      OFFERING PRICE   AGGREGATE OFFERING     AMOUNT OF
                        REGISTERED                   REGISTERED        PER SHARE(1)         PRICE(1)       REGISTRATION FEE 
  --------------------------------------------  --------------------  --------------   ------------------  ----------------
  COMMON STOCK, $0.01 PAR VALUE...............    300,000 shares      $    14.875         $ 4,462,500         $ 1,316.44
  --------------------------------------------  --------------------  --------------   ------------------  ----------------
  (1)  Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
       amount of the registration fee, based on the average of the high and low 
       sales prices of the Common Stock as reported by the New York Stock Exchange
       on April 2, 1998. 
  
     
      
  
  ===============================================================================
  2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
     
           The following documents, heretofore filed by American Realty Trust,
  Inc. ("ART") with the Commission, are hereby incorporated by reference, except
  as superseded or modified herein:
      
  
           1. ART's Annual Report on Form 10-K for the fiscal year ended December
  31, 1997, as filed with the Commission on March 30, 1998.
  
           2. The Annual Report on Form 10-K for Continental Mortgage and Equity
  Trust ("CMET") for the year ended December 31, 1997, as filed with the
  Commission on March 20, 1998.
  
     
           3. The Current Report on Form 8-K for Income Opportunity Realty 
  Investors, Inc. ("IORI") dated December 30, 1997, as filed with the Commission 
  on January 9, 1998.
  
           4. The Annual Report on Form 10-K for IORI for the year ended 
  December  31, 1997, as filed with the Commission on March 29, 1998.
  
           5. The Current Report on Form 8-K for Transcontinental Realty
  Investors, Inc. ("TCI") dated December 22, 1997, as filed with the Commission on
  January 9, 1998.
          
           6. The Annual Report on Form 10-K for TCI for the year ended 
  December 31, 1997, as filed with the Commission on March 20, 1998.
  
           7. The Annual Report on Form 10-K for National Realty, L.P. ("NRLP")
  for the year ended December 31, 1997, as filed with the Commission on March 26,
  1998.
      
  
            8. The description of the Common Stock contained in ART's Registration
  Statement under Section 12 of the Exchange Act and all amendments and reports
  filed for the purpose of updating that description.
  
            Each document filed by ART, CMET, IORI, TCI or NRLP pursuant to 
  Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
  a post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference in this Registration Statement and to be part
  hereof from the date of filing of such document.
   
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
            The information required by Item 4 is not applicable to this
  Registration Statement.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
            The information required by Item 5 is not applicable to this
  Registration Statement.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
     
            Article Thirteen of ART's Articles of Incorporation provides that, to
  the fullest extent permitted by Georgia law, as the same exists or may hereafter
  be amended, no director of ART shall be personally liable to ART or the
  shareholders of ART for monetary damages for breach of the duty of care as a
  director, provided that Article Thirteen does not limit or eliminate liability
      
  
           
                                        II-1
  3
     
  for (i) a breach of duty involving an appropriation of a business opportunity of
  ART; (ii) an act or omission not in good faith or involving intentional
  misconduct or a knowing violation of law; or (iii) a transaction from which the
  director derived an improper personal benefit. In addition, a director's
  liability will not be limited as to any payment of a dividend or approval of a
  stock repurchase that is illegal under Section 14-2-640 of the Georgia Business
  Corporation Code.
      
  
           Article Thirteen applies only to claims against a director arising out 
  of his or her role as a director and not, if he or she is also an officer, his
  or her role as an officer or in any other capacity. In addition, Article
  Thirteen does not reduce the exposure of directors to liability under Federal
  securities laws.
  
           The Bylaws of ART require ART to indemnify any person who, by reason 
  of the fact that he is or was a director of ART, is made or is threatened to be
  made a party to an action, including an action brought by ART or its
  shareholders. The Bylaws provide that ART will indemnify such person against
  reasonably incurred expenses (including, but not limited to, attorneys' fees and
  disbursements, court costs, and expert witness fees), and against any judgments,
  fines and amounts paid in settlement, provided that ART shall not indemnify such
  person under circumstances in which the Georgia Business Corporation Code, as in
  effect from time to time, would not allow indemnification.
  
           The Bylaws of ART give the ART Board the power to cause ART to provide
  to officers, employees, and agents of ART all or any part of the right to
  indemnification afforded to directors of ART as set forth in the Bylaws, subject
  to the conditions, limitations and obligations therein, upon a resolution to
  that effect identifying such officer, employee or agent and specifying the
  particular rights provided.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act may be permitted to directors, officers and controlling persons of ART
  pursuant to the foregoing provisions, ART has been informed that in the opinion
  of the Commission such indemnification is against public policy as expressed in
  the Securities Act and is, therefore, unenforceable.
       
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
           
           The information required by Item 7 is not applicable to this
  Registration Statement.
           
  ITEM 8.  EXHIBITS.
     
  
  EXHIBIT    DESCRIPTION
  -------    -----------
       
    5.1      Opinion of Holt Ney Zatcoff & Wasserman, LLP, as to the legality of
             the Common Stock being offered
   23.1      Consent of BDO Seidman, LLP (American Realty Trust, Inc.)
   23.2      Consent of BDO Seidman, LLP (Continental Mortgage and Equity Trust)
   23.3      Consent of BDO Seidman, LLP (Income Opportunity Realty Investors, 
             Inc.)
   23.4      Consent of BDO Seidman, LLP (Transcontinental Realty Investors, Inc.)
   23.5      Consent of BDO Seidman, LLP (National Realty, L.P.)
   23.6      Consent of Holt Ney Zatcoff & Wasserman, LLP (incorporated in
             Exhibit 5.1)
   24.1      Power of Attorney (set forth on page II-4 of this Registration
             Statement)
      
  
                                       II-2
  4
  ITEM 9.  UNDERTAKINGS.
     
  
  (a) The undersigned Registrant hereby undertakes:
  
            (1) to file, during any period in which offers or sales are being 
       made, a post-effective amendment to this Registration Statement:
      
  
                 (i)   to include any prospectus required by Section 10(a)(3) of
             the Securities Act; 
  
                 (ii)  to reflect in the prospectus any facts or events arising 
            after the effective date of this Registration Statement (or the most 
            recent post-effective amendment hereof) which, individually or in the 
            aggregate, represent a fundamental change in the information set 
            forth in this Registration Statement; 
  
                 (iii) to include any material information with respect to the 
            plan of distribution not previously disclosed in this Registration 
            Statement or any material change to such information in this 
            Registration Statement;   
  
       provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
       the information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed by the Registrant
       pursuant to Section 13 or Section 15(d) of the Exchange Act that are
       incorporated by reference in this Registration Statement. 
  
           (2) that, for the purpose of determining any liability under the
       Securities Act, each such post-effective amendment shall be deemed to be a 
       new registration statement relating to the securities offered therein, and
       the offering of such securities at that time shall be deemed to be the 
       initial bona fide offering thereof.
  
           (3) to remove from registration by means of a post-effective amendment
       any of the securities being registered which remain unsold at the 
       termination of the offering.
  
       (b)  The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act that is incorporated by reference in this Registration Statement
  shall be deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
  
       (c)  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable. In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question of
  whether such indemnification by it is against public policy as expressed in
  the Securities Act and will be governed by the final adjudication of such issue.
  
                                        II-3
  5
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on the 6th day of April
  1998.
  
                                AMERICAN REALTY TRUST, INC.                  
                                                                             
                                                                             
                                By:   /s/ KARL L. BLAHA
                                   ------------------------------------------
                                      Karl L. Blaha                          
                                      President (Principal Executive Officer)
  
                                 POWER OF ATTORNEY
  
       Each person whose signature appears below constitutes and appoints Robert
  A. Waldman his true and lawful attorney-in-fact and agent, with full power of
  substitution and resubstitution, for him in his name, place and stead, in any
  and all capacities, to sign any and all amendments (including post effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorney-in-fact and
  agent full power and authority to do and perform each and every act and thing
  requisite and necessary to be done in and about the premises, as fully as to
  all intents and purposes as he might or could do in person, hereby ratifying
  and confirming all that said attorney-in-fact and agent, or his substitute or
  substitutes, may lawfully do or cause to be done by virtue thereof.
  
       Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                              Title                            Date
  /s/ KARL L. BLAHA   
      -----------------------------       President (Principal Executive         April 6, 1998 
             Karl L. Blaha                    Officer) and Director
  
                                                                        
         /s/  ROY E. BODE                 
      -----------------------------             Director                         April 6, 1998    
              Roy E. Bode
  
        /s/OSCAR W. CASHWELL                    
      -----------------------------             Director                         April 6, 1998    
           Oscar W. Cashwell
  
        /s/   AL GONZALEZ                 
      -----------------------------             Director                         April 6, 1998    
              Al Gonzalez
  
        /s/   CLIFF HARRIS                
      -----------------------------             Director                         April 6, 1998    
              Cliff Harris
  
        /s/THOMAS A. HOLLAND
      -----------------------------        Executive Vice President and          April 6, 1998    
           Thomas A. Holland                 Chief Financial Officer
                                            (Principal Financial and
                                               Accounting Officer)
  II-4
  6
  
                                   EXHIBIT INDEX
  EXHIBIT
  NUMBER     DESCRIPTION
  -------    -----------
  5.1      Opinion of Holt Ney Zatcoff & Wasserman, LLP, as to the legality of
             the Common Stock being offered
   23.1      Consent of BDO Seidman, LLP (American Realty Trust, Inc.)
   23.2      Consent of BDO Seidman, LLP (Continental Mortgage and Equity Trust)
   23.3      Consent of BDO Seidman, LLP (Income Opportunity Realty Investors, 
             Inc.)
   23.4      Consent of BDO Seidman, LLP (Transcontinental Realty Investors, Inc.)
   23.5      Consent of BDO Seidman, LLP (National Realty, L.P.)
   23.6      Consent of Holt Ney Zatcoff & Wasserman, LLP (incorporated in
             Exhibit 5.1)
   24.1      Power of Attorney (set forth on page II-4 of this Registration
             incorporated in Exhibit 5.1 Statement)