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CORRESP
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    corresp-92266_freit.htm

    April 22,
2008

    VIA
EDGAR TRANSMISSION

    Securities
and Exchange Commission

    Division
of Corporate Finance

    100 F
Street N.E.

    Washington,
DC  20549

              Attention:

              Michael
      McTiernan

              Kristina
      Aberg

              Mail Stop
      4561

              RE:

              First
      Real Estate Investment Trust of New
Jersey

              Form
      10-K

              Filed
      January 14, 2008

              File
      No. 000-25043

    Ladies
and Gentlemen:

    This
letter sets forth the responses of First Real Estate Investment Trust of New
Jersey (the “Trust”) to the comments of the Staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), in
the Staff’s comment letter dated March 27, 2008, with respect to the Trust’s
Form 10-K referenced above.

    The
applicable comments and responses are set forth below.  The comment
numbers correspond to the comment numbers set forth in the March 27, 2008 letter
issued by the Staff.  Terms used herein without definition, shall have
the same meaning assigned to them in the Form 10-K.

    Item
10.  Directors, Executive Officers and Corporate Governance
(incorporated by reference from the proxy statement)

              1.

              Comment –
      Please revise your disclosure in future filings to note that any person,
      not just a holder of record or beneficial owner of your shares, may
      request and will be provided with a copy of your Code of
      Conduct.  We refer you to Item 406(c)(3) of Regulation
      S-K.

    Response – We have
noted the Staff’s comment and confirm that we will comply with the Staff’s
comment by revising our disclosure in our future filings to note that any
person, not just a holder of record or beneficial owner of our shares, may
request and will be provided with a copy of our Code of Conduct.

    Item
11.  Executive Compensation (incorporated by reference to the proxy
statement)

              2.

              Comment – In
      future filings, please provide a footnote to the “Fiscal 2007 Nonqualified
      Deferred Compensation” table quantifying the extent to which the amounts
      reported in the contributions and earnings columns are reported as
      compensation for the current fiscal year in the “Summary Compensation”
      table.  We refer you to the instruction to Item 402(i)(2) of
      Regulation S-K.

    Response – We have
noted the Staff’s comment and confirm that we will comply with the Staff’s
comment by providing a footnote to the “Fiscal 2007 Nonqualified Deferred
Compensation” table in our future filings quantifying the extent to which the
amounts reported in the contributions and earnings columns are reported as
compensation for the current fiscal year in the “Summary Compensation”
table.

    Item 13.  Certain
Relationships and Related Transactions, Director Independence (incorporated by
reference to the proxy statement)

              3.

              Comment – We
      note your response to our prior comment 7.  Please provide us
      with an expanded analysis as to why you believe these loans qualify as
      business loans exempt from Section 13(k) of the Securities Exchange Act of
      1934.

    Response – In
response to the Staff’s comment, set forth below is an expanded analysis as to
why we believe that the loans made by the Trust to Hekemian & Co., Inc.
(“Hekemian & Co.”) employees, including the adult sons of Robert S.
Hekemian, Chairman of the Board and Chief Executive Officer of the Trust,
qualify as business loans exempt from Section 13(k) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).  The expanded analysis
demonstrates that the loans were made for legitimate business purposes intended
to advance the business of the Trust and not to provide a personal benefit to
any person to whom such loans were made.

    From
December 20, 1961 through April 9, 2002, Hekemian & Co. served as the
managing agent for the Trust under a Management Agreement, dated as of December
20, 1961 (the “Original Management Agreement”), and managed all of the Trust’s
properties as the Trust’s sole and exclusive managing agent.  In
addition, under the terms of the Original Management Agreement, Hekemian &
Co. was prohibited from acquiring for its own account any real estate interest
unless it first offered to the Trust the opportunity to acquire such interest on
the same terms and conditions available to Hekemian & Co.

    In April
2002, the Trust entered into the current Management Agreement with Hekemian
& Co. (the “Current Management Agreement”), effective April 10,
2002.  The Current Management Agreement, which replaced the Original
Management Agreement, provides that Hekemian & Co. is the managing agent for
the properties owned by the Trust on November 1, 2001.  Accordingly,
the Trust may retain Hekemian & Co. or other managing agents to manage
properties acquired by the Trust or its affiliates after November 1,
2001.  In addition, under the Current Management Agreement, Hekemian
& Co. is not obliged to offer any potential real estate acquisition
opportunity exclusively to the Trust before acquiring such property for Hekemian
& Co.’s own account or for the account of others, including shareholders and
employees of Hekemian & Co.

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    Since,
under the Current Management Agreement, Hekemian & Co. is no longer obliged
to offer real estate investment opportunities to the Trust, the Trust was
confronted with the need to develop a means of identifying real estate
investment opportunities.  The Trust determined that providing
ownership to employees of Hekemian & Co., and financing a part of the
purchase price for such ownership through loans, would serve to incentivize
these employees to identify real estate investment opportunities for the Trust
to pursue.  As such, the loans which are the subject of this response
were offered to directly advance the business of the Trust.  Hekemian
& Co. identified two real estate opportunities described below (Damascus
Centre and The Rotunda) and made these opportunities available to the Trust with
the expectation of acquiring an ownership interest in the entities acquiring the
properties and obtaining financing from the Trust for 50% of the purchase price
for those interests.  By offering ownership and financing to Hekemian
& Co. employees, the Trust sustained a means of identifying real estate
investment opportunities through an organization (Hekemian & Co.) that is
(a) uniquely familiar with the investment goals and objectives and operations of
the Trust, and (b) expert in acquiring and developing real estate and itself the
owner of a substantial real estate portfolio.

    While
endeavoring to maintain its relationship with Hekemian & Co. as a source for
real estate investment opportunities, the Trust was confronted with another
business need that the loans to Hekemian & Co. employees also
satisfied.  Specifically, as described in greater detail below, the
real estate investment opportunities presented to the Trust involved the
development (as opposed to simply the acquisition and operation of existing real
estate) of real property, the investment of substantial sums of capital to
undertake the development, and significant risk.  The Trust sought to
reduce and diversify such risk by acquiring property with another party as a
co-owner in the form of a joint venture.  Entities owned substantially
by the employees of Hekemian & Co. became co-owners of the Damascus Centre
and The Rotunda properties, and the loans made by the Trust, which financed a
portion of the Hekemian & Co. employees’ investment in
these entities, served as an inducement for co-ownership and undertaking the
risk associated with such ownership.  In summary, the Trust utilized
the loans, in part, as a means of attracting co-owners and, in turn, reducing
and diversifying the risk in its real estate portfolio.

    The loans
made by the Trust to employees of Hekemian & Co. in furtherance of the
business purposes described above were made on commercially reasonable terms and
do not constitute compensation to the borrowers, supporting the Trust’s
conclusion that the primary purpose of these loans was to advance the business
of the Trust and not to provide a personal benefit to any person to whom such
loans were made.  The Hekemian & Co. employees’ interests in the
jointly owned properties, including the interests held by the adult sons of
Robert S. Hekemian, who are also officers and shareholders of Hekemian &
Co., have been pledged to the Trust as collateral security for such loans, and a
market level interest rate is being collected by the Trust on the outstanding
principal balance of such loans, which are full recourse loans to the
borrowers.  Further, in the event that The Rotunda or the Damascus
Centre is sold or refinanced, the loans are to be paid first out of the proceeds
of any such sale or refinancing.  While the Trust guarantees loans
made by third parties to finance the acquisition and development of these
properties, joint venture participants, including Hekemian & Co. employees,
are

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    contractually
obligated to indemnify the Trust to the extent of their interests in the joint
ventures for any loss suffered under such guarantees.

    As
discussed above, the loans made by the Trust to employees of Hekemian & Co.
were made in connection with two joint ventures, Grande Rotunda, LLC and
Damascus Centre, LLC, which acquisition opportunities were presented to the
Trust by Hekemian & Co.  The Trust owns a 60% equity interest in
and is the managing member of Grande Rotunda, LLC.  Rotunda 100, LLC,
a New Jersey limited liability company, owns a 40% interest in Grande Rotunda,
LLC.  Members of the immediate family of Robert S. Hekemian, including
Robert S. Hekemian, Jr., a trustee of the Trust, have majority management
control of Rotunda 100, LLC.  In addition, the Trust owns a 70%
membership interest in Damascus Centre, LLC, which is the owner of the Damascus
Shopping Center in Damascus, Maryland.  Damascus 100, LLC, a New
Jersey limited liability company, owns a 30% interest in Damascus Centre,
LLC.  Members of the immediate family of Robert S. Hekemian, including
Robert S. Hekemian, Jr., a trustee of the Trust, have majority management
control of Damascus 100, LLC.  The following is a description of The
Rotunda, acquired by Grande Rotunda, LLC, and Damascus Centre, acquired by
Damascus Centre, LLC:

              (i)

              The
      Rotunda:  The Rotunda is located in Baltimore,
      Maryland.  The Rotunda property, on an 11.5-acre site, currently
      consists of an office building containing 138,000 sq. ft. of office space
      and 78,000 sq. ft. of retail space on the lower floor of the main
      building. The building plans incorporate an expansion of approximately
      180,500 sq ft. of retail space, approximately 302 residential rental
      apartments, 56 condominium units and 120 hotel rooms, and structured
      parking.  Development costs for this property are expected to
      approximate $145 million.

              (ii)

              Damascus
      Centre:  Damascus Centre is a 140,000 square foot
      shopping center, located in Damascus, Maryland.  A modernization
      and expansion is underway at Damascus Center.  Total
      construction costs are estimated to be approximately $21.9
      million.  Construction financing for approximately $27.3 million
      has been committed that will be available to fund future and already
      expended construction costs, and will be drawn upon as
    needed.

    The
Rotunda and Damascus Centre represent significant real property acquisitions for
the Trust which required substantial capital investments and the willingness to
bear certain risk associated therewith.

    In
conclusion, because the primary purpose of the loans made to the employees of
Hekemian & Co. was to directly advance the business of the Trust by (i)
incentivizing Hekemian & Co. to bring The Rotunda and Damascus Centre
investment opportunities to the Trust, and (ii) allowing the Trust to diversify
the risk associated with such significant investment opportunities, and for the
other reasons discussed above, the Trust reaffirms its conclusion that such
loans made by the Trust to the employees of Hekemian & Co., including the
family members of Robert S. Hekemian, were for legitimate business purposes
outside the prohibitions of Section 13(k) of the Exchange Act.

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    Exhibit
Index

              4.

              Comment –
      Please file copies of your Equity Incentive Plan, Deferred Compensation
      Plan and any agreements documenting loans to related parties or tell us
      why you believe you are not required to file these
      documents.  We refer you to Item 601(b)(10) of Regulation
      S-K.

    Response – The Trust
previously filed the Equity Incentive Plan as Appendix A to the Trust’s proxy
statement for its 2007 annual meeting of shareholders, as filed with the SEC on
February 28, 2007.  The Officers and/or Trustees Deferred Fee Plan
(i.e. the Deferred Compensation Plan) was filed as Exhibit 10 to the Trust’s
Form 10-Q for the quarter ended January 31, 2001, as filed with the SEC on March
7, 2001.  The Trust will file any agreements documenting loans to
related parties pursuant to Item 601(b)(10) of Regulation S-K as part of the
Trust’s Quarterly Report on Form 10-Q for the quarter ended April 30,
2008.

    In
connection with the responses provided above, the Trust acknowledges the
following:

              ·

              the
      Trust is responsible for the adequacy and accuracy of the disclosure in
      its filing;

              ·

              Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the SEC from taking any action with respect to the filing;
      and

              ·

              the
      Trust may not assert Staff comments as a defense in any proceeding
      initiated by the SEC or any person under the federal securities laws of
      the United States.

    Should
you have any comments or questions with regard to the information contained
herein, please do not hesitate to contact me at (201) 488-6400.  Thank
you for your attention to this matter.

              Very
      truly yours,

              /s/
      Robert S. Hekemian

              Robert
      S. Hekemian

              Chairman
      and Chief Executive Officer

              cc:

              Allan
      Tubin

              John
      A. Aiello, Esq.

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