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[SNR DENTON LETTERHEAD]

October 7, 2010

VIA EDGAR

Evan S.
Jacobson, Esq.

Office of
Mergers and Acquisitions

Division of
Corporation Finance

U.S. Securities
and Exchange Commission

100 F Street,
NE

Washington, DC
20549-3628

Re:          BRT Realty Trust

File No. 005-09293

Schedule TO-I

Comment
Letter Dated September 28, 2010

Dear Mr. Jacobson:

On behalf of BRT Realty Trust (the “Company”),
this letter responds to the staff’s comment letter dated September 28,
2010 regarding the Company’s filing on Schedule TO-I, as filed on September 22,
2010.  For convenience of reference, each
of the staff’s comments is reproduced below, followed by the Company’s response
to each such comment. In addition, the Company has filed an amendment to its
Schedule TO-I to reflect the changes discussed below.

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 than 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).

Company response:

The Company has amended the
offer to indicate that all references to the Expiration Date, which was
originally set at 5:00 p.m. New York City time on October 20, 2010,
are hereby amended to extend the Expiration Date to 5:00 p.m. New York
City time on October 21, 2010.

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 any time will not be deemed a waiver of any right, and each
such right will be deemed an ongoing right that may be asserted at any time
prior to the Expiration Date and “from 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.

Company response:

The Company has amended the
referenced sentence to move the words “from time to time” so as to clarify that
the qualification applies only prior to the Expiration Date.

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 waived 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 triggered offer condition and thus effectively
waive it without officially doing so.
Please confirm your understanding in your response letter.

Company response:

The Company confirms such
understanding. Any waiver of an offer condition will be explicitly made by the
Company and may require an extension of the offer and recirculation of
disclosure to security holders.

4.                                       When an offer condition is triggered by
events that occur during the offer period and before the expiration of the
offer, the company 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 where satisfaction of the condition may be determined only
upon expiration. Please confirm your understanding in your response letter.

Company response:

The Company confirms such
understanding. The Company will promptly inform holders of the triggering of
any condition and how the Company intends to proceed, except in the case of
conditions where satisfaction of such conditions may be determined only upon
expiration of the offer.

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 revise 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.

Company response:

The Company believes that the
current disclosure addresses all material federal income tax consequences.  In order to avoid confusion, the Company has
amended the disclosure to make clear that the discussion covers all “material”
U.S. federal income tax consequences.

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 jurisdiction, 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 exclusion of only
those holders residing in a U.S. state where the issuer is prohibited from
making the tender offer pursuant to applicable law.

Company response:

The Company confirms that it
is referring only to excluding security holders of the Company in a U.S. state
pursuant to Exchange Act Rule 13-4(f)(9)(ii) and has clarified the
disclosure accordingly.

*****

The Company has authorized us to
advise the staff that it hereby acknowledges that:

·                  the Company is
responsible for the adequacy and accuracy of the disclosure in the filings;

·                  staff comments
or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filings; and

·                  the Company may
not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

Please feel free to contact me at
202-408-9234 or my colleague, Jeffrey Baumel, at 973-912-7189 if you have any
questions with respect to these matters.

  Sincerely,

  /s/ Thomas L.
  Hanley

  Thomas L.
  Hanley