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      Unassociated Document

    BRT
      REALTY TRUST

    60
      Cutter
      Mill Rd. Suite 303

    Great
      Neck, NY 11021

    (516)
      466-3100

    May
      14,
      2008

    Ms.
      Linda
      Van Doorn

    Senior
      Assistant Chief Accountant

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    Washington,
      DC 20549

    Dear
      Ms.
      Van Doorn:

    We
      are in
      receipt of your additional comment letter dated April 23, 2008 regarding our
      Annual Report on Form 10-K for the year ended September 30, 2007 (File No.
      001-07172).

    You
      have
      indicated that within the criteria in Paragraph 5(c) of FIN 46(R) we appear
      to
      have disproportionately few voting rights and the joint venture’s activities
      involve or are conducted on our behalf. You have listed the following reasons
      as
      the basis for your assumption:

              a)

              The
                BRT member holds 50% of the voting rights. However, if the joint
                venture
                sustains any loss of principal with respect to loans that are foreclosed
                upon, you reimburse the CIT member up to 75% of the actual losses
                incurred.

              b)

              The
                joint venture entity is engaged in the business of investing in short-term
                commercial real estate loans, which is similar to our own
                business.

              c)

              We
                are the managing member of the joint venture
                entity.

    We
      have
      carefully considered the criteria in Paragraph 5(c) in determining that this
      entity is not a variable interest entity.

    Paragraph
      5(c) of FIN 46(R) states that the equity investors as a group are considered
      to
      lack characteristic (b)(1) of paragraph 5 if the following are present:

              (i)

              the
                voting rights of some investors are not proportional to the obligations
                to
                absorb their expected losses of the entity, their rights to receive
                the
                expected residual returns of the entity, or both
                AND

            (ii)
            substantially all of the entity’s activities either
              involve or are conducted on behalf  of
              an investor that has disproportionately few voting
              rights.

    BACKGROUND

    Organization

    On
      November 2, 2006, BRT Joint Venture No. 1 LLC, a wholly owned subsidiary of
      BRT
      entered into a joint venture agreement with CIT Capital USA,Inc , a wholly
      owned
      subsidiary of the CIT Group,Inc. The joint venture will engage in the business
      of investing in short term commercial real estate loans for terms of six months
      to three years. The initial capitalization of the joint venture will be up
      to
      $100 million, of which 25% will be funded by the BRT member and 75% by the
      CIT
      member. In addition, the joint venture contemplates that it will obtain a line
      of credit from a third party lender for up to $50 million.

    The
      following is a summary of the provisions of the joint venture:

    Funding.
      During
      the current period and for as long as the joint venture does not have a line
      of
      credit from a third party, the BRT member will fund 25% of each loan made by
      the
      joint venture, and the CIT member will fund 75% of each loan made by the joint
      venture. In the event that the joint venture obtains a line of credit from
      a
      third party lender, the joint venture will draw down the line to fund one third
      of each loan made by the joint venture, the BRT member will find one sixth
      of
      the principal amount of such loan and the CIT member will fund half of the
      principal amount of such loan.

    Allocations.
      We will
      manage the joint venture and will receive a management allocation calculated
      as
      1% of the loan portfolio amount. The joint venture will distribute net available
      cash to its two members on a pro-rata basis until the CIT member receives a
      return of 9%, annualized on its outstanding advances as defined in the
      agreement. If the joint venture is able to provide the CIT member with an
      annualized 9% return, thereafter, additional available net cash will be
      distributed, 37.5% to the CIT member and 62.5% to the BRT member.

    Loan
      Review.
      Loan
      proposals presented to the joint venture will be reviewed by BRT's loan
      committee. Up to three individuals shall be designated as the designees of
      the
      CIT member to receive notice of, to attend and to participate in any such
      meeting of BRT's loan committee. If a proposed loan meets certain predefined
      specified investment criteria that have been established by both members, it
      will be deemed accepted by both members. If a proposed loan does not meet such
      criteria, then following the meeting of the loan committee, the CIT member
      shall
      have two business days to indicate its disapproval of the proposal, and if
      such
      disapproval is not provided, then the loan proposal shall be deemed approved;
      provided, however, that in the event that the CIT member requests additional
      information with respect to any loan proposal, the CIT member shall have two
      business days following the earlier of (1) the receipt of such information
      or
      (2) the loan closing to approve or disapprove of such loan. BRT may originate
      for its own account any loan that is disapproved, or deemed to be disapproved,
      by the CIT member.

    Management.
      The BRT
      Member will act as the Managing member of the joint venture. Not withstanding
      that, no action shall be taken, sum expended, decision made or obligation
      incurred by or on behalf of the Joint Venture, as defined, without the approval
      in writing by all of the Members.

    Loss
      of Principal from Foreclosure.
      If the
      joint venture sustains any loss of principal with respect to loans that are
      foreclosed upon, the BRT member will reimburse the CIT member up to 75% of
      the
      actual loss, but only to the extent that amounts received by the BRT member
      from
      cash distributions exceed the BRT member's 9% return, with such reimbursement
      to
      be capped at two-thirds of 1% of the highest aggregate principal amount of
      the
      venture's loans outstanding.

    Loss
      from Operations.
      Should
      the joint venture sustain a loss from operations, the loss will be allocated
      to
      the members in proportion to their relative outstanding advances, 25% to the
      BRT
      member and 75% to the CIT member.

    Restrictions.
      The
      joint venture agreement includes a number of restrictions on the activities
      of
      BRT, the BRT member, CIT and the CIT member, some of which are summarized
      herein:

    During
      the term of the joint venture agreement and until eighteen months following
      the
      dissolution of the joint venture (which period is referred to as the restricted
      period), CIT's commercial real estate business unit will not, without the
      consent of BRT or the BRT member, make any commercial real estate loans to
      any
      borrowers that are initially introduced to the joint venture by the BRT member,
      by a mortgage broker associated with the BRT member or by any of BRT's
      affiliates.

    During
      the term of the joint venture agreement, without the consent of CIT or of the
      CIT member, BRT will not make any commercial real estate loan other than through
      the joint venture or as provided by the joint venture agreement; provided
      however, that BRT shall not be precluded during the term of the joint venture
      agreement from making any loan that is disapproved or deemed disapproved by
      the
      joint venture or that the joint venture is not able to make because of the
      absence of available funding.

    During
      the term of the joint venture agreement, BRT will not enter into any transaction
      or arrangement with any other person to manage or service such person's mortgage
      loan portfolio or other real estate loans. BRT has also agreed that it shall
      not
      during the term of the joint venture agreement, enter into any joint venture
      or
      partnership to make, manage or service any third parties mortgage loan portfolio
      or other real estate loans.

    CIT
      shall
      be entitled to enter into a joint venture or other arrangement with another
      person to make or invest in commercial real estate loans, provided that prior
      to
      entering into any such joint venture or other arrangement during the restricted
      period, CIT provides BRT with 30 days notice of such proposed action. In the
      event BRT desires to participate in such investment, at a level of up 25% of
      the
      investment, BRT shall provide notice of its intention to do so within 20 days
      of
      being notified by CIT of the proposed investment. CIT has agreed that in the
      event that BRT so provides timely notice of its intention to participate, CIT
      will not close or otherwise proceed with any such joint venture or other
      arrangement unless BRT is given the opportunity to participate in the investment
      along substantially the same terms and conditions as CIT.

    In
      addition to the foregoing, CIT shall be entitled to lend funds to another person
      that makes commercial real estate loans; provided however, that prior to
      entering into any such transaction during the restricted period, CIT shall
      provide BRT with 30 days notice of its intention to do so. In the event that
      BRT
      desires to participate in any such loan in an amount up to 25% of the loan,
      BRT
      shall, within 20 days following its receipt of such notice, gives CIT written
      notice of its commitment to do so. In the event that BRT does provide such
      notice within such 20 day period, CIT shall not close on any such loan unless
      BRT is given the opportunity to participate in CIT's investment on the same
      or
      substantially the same terms and conditions as CIT.

    Termination.
      The
      joint venture agreement is terminable by either member upon 60 days notice.
      Upon
      such notice, the Company shall continue to exist solely for the purpose of
      winding up its affairs in an orderly manner, liquidating its assets and
      satisfying the claims of its creditors and Members.

    RESPONSES

    Our
      responses and conclusions are presented below. We have referenced our answers
      to
      your comments above with the notations (a), (b) and (c).

    (a)
      This
      comment refers to a clause in the agreement that the BRT Member absorbs 75%
      of a
      loss of principal with respect to a foreclosed loan. As noted above under
      Background, “Loss of Principal from Foreclosure”, this provision would only come
      into effect if there is a loss of principal with respect to a particular loan.
      Should that happen the remedy is for the BRT Member to reimburse the CIT Member
      an amount up to 75% of the actual loss incurred, but only to the extent the
      BRT
      Member received promoted cash distributions in excess of the 9% return provided
      to both Members and such reimbursement is capped at two-thirds of 1% of the
      highest aggregate principal amount of the joint ventures outstanding loans.
      If a
      loss from operations occurs, such loss would be allocated 25% to the BRT Member
      and 75% to the CIT Member.

    Stated
      differently, the provision in which the BRT member reimburses the CIT member
      for
      75% of the actual loss incurred is a claw back provision against the BRT
      Member’s promoted allocation. It does not have the BRT member absorbing 75% of
      actual losses incurred.

    (b)  The
      CIT
      member is in the business of investing in short term commercial real estate
      loans. As noted above under Background, “Loan Review and Restrictions” there are
      various provisions in the joint venture agreement restricting both members
      from
      engaging in a similar business as long as the joint venture is in existence.
      These provisions were agreed to by the parties because they believed that they
      were in the same business and were necessary to make this a viable entity.
      Further, given that under the terms of the agreement both parties will make
      all
      decisions and as such have a 50/50 voting arrangement, we have identified the
      CIT member as being the member with disproportionately few voting rights (75%
      equity interest but only a 50% voting interest). Accordingly, in accordance
      with
      FIN46(R) in order to be considered a variable interest entity the activities
      of
      the entity must either involve or be conducted on behalf of the entity that
      has
      the disproportionately few voting rights. The activities of the venture are
      conducted on behalf of both members, not for the benefit of a single
      member

    (c)  The
      BRT
      Member has been given the designation of managing member. This designation
      was
      provided to the BRT Member because the BRT Member is responsible for servicing
      the loan portfolio which primarily consists of the billing of the loans and
      the
      collection of payments. All decision making with regards to which loans to
      accept and actions regarding these loans is made jointly by both the CIT Member
      and the BRT Member as noted in the provision entitled “Loan Review” in the
      Background section above.

    As
      we
      have stated that the CIT Member is the investor with disproportionately few
      voting rights and having the BRT Member with the designation of managing member
      further supports the conclusion that the activities are not being conducted
      on
      behalf of the CIT Member but on behalf of both the BRT and CIT
      Member.

    The
      anti-abuse provisions of this interpretation, which we feel do not apply, seek
      to identify where an entity has structured a joint venture so that the voting
      interests have been skewed so the investor with disproportionately few voting
      rights, in comparison to its economic rights, derives substantially
      all
      the
      benefits of the entity. We believe that we have demonstrated that this is not
      the case.

    Furthermore,
      even though we are the managing member, we believe we have also overcome the
      presumption of control in EITF 04-5 “Determining Whether a General Partner, or
      the General Partners as a Group, Controls a Limited Partnership or Similar
      Entity When the Limited Partners Have Certain Rights”, in that the CIT Member
      has the ability to terminate the partnership on 60 days notice and the CIT
      Member also has the ability to participate in significant decisions made in
      the
      ordinary course of business.

    We
      believe that the equity method of accounting for this venture is
      appropriate.

    If
      there
      are any additional questions or comments that you may have, please contact
      me at
      the number listed above.

    Sincerely,

    BRT
      REALTY TRUST

    /s/George
      Zweier

    George
      Zweier

    Vice
      President and

    Chief
      Financial Officer