SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

September 28, 2010

Simeon Brinberg, Esq. Secretary BRT Realty Trust 60 Cutter Mill Road Great Neck, New York 11021
 Re: BRT Realty Trust
  Schedule TO-I   Filed September 22, 2010   File No. 005-09293
Dear Mr. Brinberg:

We have limited our review of  the filing to those issues we have addressed in our
comments below.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and ci rcumstances or do not believe an amendment
is appropriate, please tell  us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Schedule TO-I

Exhibit 99(A)(1)(A): Offer to Purchase

1. Your offer is currently set to expire  at 5:00 p.m. New York City time on
October 20, 2010.  The offer is open for less th an twenty full business days due to the
Columbus Day federal holiday and the 5:00 p.m. expiration time.  See Exchange Act
Rule 13e-4(a)(3).  Please revise to extend the offer period to ensure that that your offer is open at least twenty full business days.  See Exchange Act Rule 13e-4(f)(1)(i).

Conditions of the Offer, page 15

2. In the fourth sentence of the final paragraph of this section, you state that your failure
to exercise any of the foregoing rights at a ny time will not be deemed a waiver of any

Simeon Brinberg, Esq.
BRT Realty Trust September 28, 2010 Page 2
right, and each such right will be deemed an  ongoing right that may be asserted at any
time prior to the Expiration Date and “f rom time to time.”  As you acknowledge in
the fifth sentence, once the Offer has expired, all of the conditions to the Offer, other
than those requiring receipt of necessary governmental approvals, must have been
satisfied or waived.  Please revise the fourth sentence to  eliminate the reference to
“from time to time,” which suggests that the triggering event could occur after
expiration of the offer.
3. When a condition is triggered and you decide  to proceed with the offer anyway, we
believe that this decision constitutes a waiver of the triggered condition(s).  As you
acknowledge in the penultimate sentence of the last paragraph of this section,
depending on the materiality of the waiv ed condition and the number of days
remaining in the offer, you may be required to extend the offer and re-circulate new
disclosure to security  holders.  You may not, however, as the rest of the language in
this paragraph seems to imply, simply fail to assert a triggere d offer condition and
thus effectively waive it without offi cially doing so.  Please confirm your
understanding in your response letter.
4. When an offer condition is tr iggered by events that occu r during the offer period and
before the expiration of the offer, the co mpany should inform holders of securities
how it intends to proceed promptly, rather than wait until the end of the offer period,
unless the condition is one wh ere satisfaction of the condi tion may be determined
only upon expiration.  Please confirm your unde rstanding in your response letter.
 Material United States Federal Income Tax Consequences, page 28

 5. On page 28, you state that you have included a general summary of “certain” U.S. federal income tax consequences.  Please revi se to discuss all material federal income
taxes and to remove the suggestion that your disclosure is not materially complete.
See Item 1004(a)(1)(xii) of Regulation M-A.
Miscellaneous, page 35

 6. We note your statement on page 35 that if you determine that you are not legally able
to make the offer in a particular jurisdicti on, the offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of shares in such jurisdiction.  Please clarify, if true, that  you are referring to a U.S.  state and not a non-U.S.
jurisdiction.  If not, please advise us how you are complying with the all-holders
provision in Exchange Act Rule 13e-4 (f)(8)(i).  We view Exchange Act
Rule 13e-4(f)(9)(ii) as permitting the exclus ion of only those holders residing in a
U.S. state where the issuer is prohibited from making the tender offer pursuant to
applicable law.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filing includes the information the Securities

Simeon Brinberg, Esq.
BRT Realty Trust September 28, 2010 Page 3  Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to the di sclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.     In responding to our comments, please provi de a written statement from the company
acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 ‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.
  If you have questions or comments please contact me at (202) 551-3428.  If you
require further assistance, you ma y contact Christina Chalk, Senior Special Counsel, at (202)
551-3263.  You may also contact us via facs imile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.

         S i n c e r e l y ,             E v a n  S .  J a c o b s o n          A t t o r n e y - A d v i s o r          O f f i c e  o f  M e r g e r s  &  A c q u i s i t i o n s   cc: Via Facsimile (973) 912-7199

Jeffrey A. Baumel, Esq. Thomas L. Hanley, Esq. Sonnenschein Nath & Rosenthal LLP