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CORRESP
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    corresp-109069_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 June 15, 2010, with respect
to the Trust’s 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.

              DEFINITIVE PROXY
      STATEMENT

              Executive
      Compensation, page 14

              Fiscal 2009
      Compensation, page 15

              1.

              We
      note your response to comment 3 in our letter dated April 13, 2010 and the
      proposed revisions to your CD&A.  We continue to believe
      that you should explain why the compensation paid by other real estate
      investment trusts, the named executive officers’ duties, responsibilities
      and time spent towards your business and your financial condition resulted
      in the compensation paid to each named executive officer.  This
      discussion should address each named executive officer
      individually.  To the extent that you are benchmarking, please
      disclose the names of the other real estate investment trusts and discuss
      how you use these peer groups in benchmarking
      compensation.  Please provide us with sample disclosure and
      confirm that you will include 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.  The Trust has not increased compensation payable
      to its executive officers since 2007.

              It
      should be noted that in May, 2010, a Compensation Committee of the Board
      of Trustees (the “Committee”) was created and a Compensation Committee
      Charter adopted.  The Committee will review compensation payable
      to Executive Officers of the Trust for services in fiscal 2010 and may
      make recommendations to the Board regarding changes in compensation if it
      determines that any changes are warranted based upon the
      review.  The Trust’s executive compensation disclosures in the
      2011 proxy statement will reflect the process followed by the Committee
      and the Board in making compensation determinations for fiscal
      2010.

              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 condition and prospects of the residential and
      commercial real estate markets.  The Board of Trustees
      reviews compensation paid by other real estate investment trusts in the
      most general way in view of the fact that unlike many other real estate
      investment trusts, the Trust’s executive officers do not spend full time
      in their respective positions.  Mr. Hekemian devotes
      approximately 70% of his business activities to the Trust, and, as a
      result of that commitment, the compensation paid to him is more than the
      amount paid to other executive officers of the Trust. Mr. Barney devotes
      approximately 15% of his business activities to the Trust, and Mr. Aiello
      devotes approximately 7% of his business activities to the Trust and the
      compensation paid to them reflects these circumstances. In addition, in
      determining compensation to be paid to Executive Officers, the Board of
      Trustees considered the size and scope of the Trust’s business and
      operations as reflected on its balance sheet and income statement in
      relationship to other real estate investment trusts.  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 in the preceding paragraph, including the
      adverse and uncertain economic climate in which the Trust is currently
      operating.

    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