SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010

        April 13, 2010
 Donald Barney Chief Financial Officer First Real Estate Investment Trust of New Jersey 505 Main Street Hackensack, New Jersey 07601

Re: First Real Estate Investment Trust of New Jersey
 Form 10-K for the Fiscal Year Ended October 31, 2009
Filed January 14, 2010
 File No. 000-25043

Dear Mr. Barney:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 2009

 Signatures, page 38

1. Please revise future filings to include all signatures on the signature page.  Refer to
General Instruction D to Form 10-K.

Exhibit Index, page 59
2. Refer to the Line of Credit Note with Pr ovident Bank, which is included as Exhibit
10.6 to the Form 10-K.  We note that th e agreement, as filed, appears to omit
schedules and exhibits to th e agreement.  Item 601(b)(10) of Regulation S-K requires

Donald Barney
First Real Estate Investment Trust of New Jersey April 13, 2010 Page 2

you to file all material contra cts in their entirety.  Please file the complete agreement
with your next quarterly report or tell us  why you believe this agreement is no longer
material to investors.  Furthermore, with  respect to the Agency Agreement filed as
Exhibit 10.5, please tell us if you have in corporated this agreement from another
filing and indicate where it can be located as  it does not appear to have been filed
with your Form 10-K.

DEFINITIVE PROXY STATEMENT

 Executive Compensation, page 14

 Fiscal 2009 Compensation, page 15

3. Please revise your disclosure regarding your compensation paid to your executive
officers to provide a more detailed analysis  of the compensation paid to individual
officers and clarify what you mean by “fees.”   For example, you state that the board
takes into account fees paid  by other REITs and the value of the services provided by
the executive officers.  Please explain how those factors led the board to determine
not to increase or decrease compensation.  Refer to Item 402(b) of Regulation S-K.
Please provide us with sample disclosure and confirm that you will provide similar disclosure in future filings.

Fiscal 2009 Nonqualified Deferred Compensation, page 20

4. Please include a narrative description of the material factors necessary to an
understanding of the deferred fee plan.  In  particular, please discuss whether there
are any limits on the amount of compensation that can be deferred and describe the
measures for calculating interest, including whether such measures are selected by
the executive or the registrant and the fre quency and manner in which selections may
be changed.  Refer to Item 402(i)(3) of Regulation S-K.  Please provide us with
sample disclosure and confirm that you w ill provide similar disclosure in future
filings.

* * * * *

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.

Donald Barney
First Real Estate Investment Trust of New Jersey April 13, 2010 Page 3

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     Please contact Erin E. Martin, Attorn ey-Advisor, at (202) 551-3391 or me at
(202) 551-3401 with any other questions.
Sincerely,

Jennifer Gowetski Senior Counsel