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CORRESP
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    corresp-108618_freit.htm

    Securities
and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
DC  20549

    Attention:  Jennifer
Gowetski, Senior Counsel

              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 Ms.
Gowetski:

    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
“Commission”), in the Staff’s comment letter dated April 13, 2010, with respect
to the Trust’s Form 10-K referenced above (the “Form 10-K”) and Definitive Proxy
Statement for the 2010 Annual Meeting of Shareholders (the “Proxy
Statement”).  The Proxy Statement was mailed to shareholders on or
about March 1, 2010, and the Annual Meeting of Shareholders was held on April 7,
2010.  Disclosures containing information similar to the information
set forth in the sample disclosures presented below will be included in future
filings by the Trust.

              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.

              Response
      – The Trust will revise future Form 10-K filings to include all signatures
      on the signature page in compliance with General Instruction D to Form
      10-K.

              Exhibit Index, page
      59

              2.

              Refer
      to the Line of Credit Note with Provident Bank, which is included as
      Exhibit 10.6 to the Form 10-K.  We note that the agreement, as
      filed, appears to omit schedules and exhibits to the
      agreement.  Item 601(b)(10) of Regulation S-K requires you to
      file all material contracts 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 incorporated 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.

              Response
      – The Line of Credit Note does not include any schedules or have any
      schedules attached to it.  The Line of Credit Note makes
      reference to certain information that may either be included on schedules
      attached thereto or maintained on the records of the lender.  No
      such schedules were included in or attached to the executed Line of Credit
      Note.

              The
      Trust will file the Agency Agreement identified as Exhibit 10.5 to the
      Form 10-K as an exhibit to the Trust’s Quarterly Report on Form 10-Q for
      the quarter ending April 30, 2010.

              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.

              Response
      – The Trust proposes to include disclosure substantially similar to that
      set forth below, revised as marked to show changes made to the disclosure
      contained in the Proxy Statement, in future filings, with such further
      revisions as may be necessary to reflect then current facts and
      circumstances and to disclose any subsequent actions taken or policies
      adopted by the Board of Trustees with respect to matters relating to
      compensation:

              Fiscal
      2009 Compensation

              With
      respect to feescompensation
      for the Executive Officers for the 2009 fiscal year, including with
      respect to both Mr. Hekemian in his capacity as Chairman of the Board and
      Chief Executive Officer, and Mr. Barney in his capacity as President,
      Treasurer and Chief Financial Officer, the Board of Trustees
      considered the
      following factors, among other things, : (i) feescompensation
      paid by other real estate investment trusts, both as a component
      of operating expenses and to ensure that the Trust’s compensation levels
      are competitive in the industry;, (ii) the duties
      and responsibilities of the Executive Officers and the value of the
      services provided by them, including the amount
      of time expended by them on the Trust’s business;, and (iii) the
      Trust’s operating results and financial
      condition, as well as the financial condition and prospects of the
      residential and commercial real estate industries.  See
      “Fiscal 2009 Compensation: Trustees” for amounts payable to Mr. Hekemian
      and Mr. Barney for services in their capacities as
      Trustees.  For the 2009 fiscal year, the Board of Trustees
      determined that the compensation paid to its Executive Officers would
      remain the same as in the prior year after taking into
      account the factors referenced above, including the adverse and uncertain
      economic climate in which the Trust is currently
      operating.

              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 frequency 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 will provide similar disclosure in future filings.

              Response
      – A narrative description of the Trust’s Deferred Fee Plan is included
      under “Executive Compensation – Officers and/or Trustees Deferred Fee
      Plan” on page 16 of the Proxy Statement, to which reference is made in the
      paragraph immediately preceding the Fiscal 2009 Nonqualified Deferred
      Compensation table on page 20.  The description of the Deferred
      Fee Plan is reproduced below for convenience of reference, revised, as
      marked, to state that (i) the Deferred Fee Plan does not impose any
      limitations on the amount of compensation that may be deferred thereunder,
      (ii) an election to defer compensation is required to be made prior to the
      calendar year in which it is effective and is irrevocable with respect to
      the calendar year to which it applies, (iii) the rate of interest payable
      on deferred amounts was based on a rate equal to 120% of the applicable
      federal long-term interest rate in effect in the month the Deferred Fee
      Plan was established, (iv) participants in the Deferred Fee Plan are not
      permitted to select or change the measures used to calculate interest, and
      (v) the Deferred Fee Plan may be amended, suspended or terminated by
      resolution of the Board of Trustees.  The description currently
      states that the Trust has established a rate of interest payable on
      amounts deferred equal to 9% per annum compounded
      quarterly.  The Trust proposes to include the substantially
      similar disclosure, as revised to show changes, in future
      filings:

              Officers
      and/or Trustees Deferred Fee Plan

              Effective
      November 1, 2000, the Board of Trustees adopted a deferred fee plan, which
      was amended and restated effective December 31, 2008 (the “Deferred Fee
      Plan”), for its Executive Officers and its Trustees.  Pursuant
      to the Deferred Fee Plan, any Executive Officer or Trustee may elect to
      defer receipt of any compensation,
      including executive officer, Trustee retainer, meeting attendance,
      or property site inspection fees.  There is no limitation
      on the amount of compensation that a participant may elect to defer under
      the Deferred Fee Plan.  An election to defer compensation is
      required to be made prior to the calendar year for which it will be
      effective, and is irrevocable with respect to the calendar year to which
      it applies.  The Trust has agreed to pay any
      Executive Officer or Trustee, who elects to participate in the Deferred
      Fee Plan,fixed the rate
      of interest payable on any
      deferred fees at the rate of
      9% per annum, compounded quarterly, which interest rate
      was determined based on a rate equal to 120% of the applicable federal
      long-term interest rate in effect in November 2000, the month in which the
      Deferred Fee Plan was established.  Participants in the Deferred
      Fee Plan do not select, nor are they entitled to change, the measures used
      to calculate interest.  Any such deferred fee and the
      interest accrued thereon shall be paid at either: (i) the retirement age
      specified by the Executive Officer or Trustee in the deferral election; or
      (ii) actual retirement of the Executive Officer or Trustee; or (iii) upon
      the earlier cessation of duties as an Executive Officer or Trustee of the
      Trust.  The Deferred Fee Plan provides that any such deferred
      fees will be paid in a lump sum or in annual installments over a period
      not to exceed 10 years, at the election of the Executive Officer or
      Trustee.  The Trust has not created and will not create a cash
      sinking fund for such deferred fees.  As a result, any Executive
      Officer or Trustee who elects to participate in the Deferred Fee Plan is
      an unsecured creditor of the Trust with respect to any such deferred
      fee.  The Deferred Fee Plan
      may be amended, suspended or terminated by resolution of the Board of
      Trustees at any time and from time to time, provided that no amendment,
      suspension or termination shall operate to adversely affect the plan
      benefits accrued or available for any participant.  As of
      October 31, 2009, approximately $2,848,000 of fees have been deferred,
      including accrued deferred interest of approximately
      $1,075,000.

    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 Commission 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 Commission or any person under the federal securities
      laws of the United States.

    If you
have any questions or comments with respect to the foregoing, please contact the
undersigned.

              Very
      truly yours,

              /s/ Robert S.
      Hekemian

              ROBERT
      S. HEKEMIAN

              Chairman
      of the Board and Chief Executive
Officer

    cc:           Erin
E. Martin