SecProbe.io

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 May 14, 2025

George E. Zweier
Chief Financial Officer
BRT Apartments Corp.
60 Cutter Mill Road
Great Neck, NY 11021

 Re: BRT Apartments Corp.
 Form 10-K for the year ended December 31, 2024
 File No. 001-07172
Dear George E. Zweier:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
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</DOCUMENT>

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 Document BRT APARTMENTS CORP. 60 Cutter Mill Rd. Suite 303 Great Neck, NY 11021 (516) 466-3100 May 12, 2025 VIA EDGAR Ameen Hamady Isaac Esquivel United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction Washington, DC 20549 Re:     BRT Apartments Corp. Form 10-K for the Year Ended December 31, 2024 Segment Reporting File No. 001-07172 Dear Ameen and Isaac: This letter is submitted by BRT Apartments Corp.(the “Company”) in response to the comments from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated May 1, 2025, with respect to the Company’s above-referenced Form 10-K (the “Form 10-K”). For convenience, the Staff’s comment is reproduced below in italics, followed by the Company’s response. Form 10-K for the year ended December 31, 2024 Note 1- Organization, Background and Significant Accounting Policies, Segment Reporting page F-13 1. Please tell us how your segment disclosure complies with ASC 280-10-50-26A and 50-26B regarding significant segment expenses and other segment items for each reported measure of segment profit or loss. Response: As an operating real estate company where substantially all of our real estate assets are comprised of real estate owned and leased to tenants on a short-term basis, we operate in one reportable segment. Our chief operating decision maker (“CODM”) is provided consolidated financial reports which include total revenues, total expenses (representing our significant expense categories , as further described below) and net income. Each of these items are distinct line items on the face of the Consolidated Statements of Operations. As reflected in Note 2 – Basis of Presentation, to our consolidated financial statements included in the Quarterly Report on Form 10-Q we filed on May 8, 2025 (the “Quarterly Report”) and in accordance with ASC 280-10-50-26A, we have modified our segment disclosure (from the segment disclosure that appeared in Note 1 to the consolidated financial statements included in the Form 10-K), in accordance with such ASC. Accordingly, we identified total revenues as our segment revenues , and total expenses as our significant expense categories that our CODM uses in the decision-making process - these amounts are shown on the face of the Consolidated Statements of Operations. As we operate as a single segment, all other items on the Consolidated Statements of Operations ( i.e ., excluding “total revenues” and “total expenses” (which, as indicated in the immediately preceding paragraph, have been defined as the segment revenues and the significant expense categories)) , are the other segment items . Accordingly, in accordance with ASC 280-10-50-26B, in the Quarterly Report we have modified our disclosure (from the segment disclosure that appeared in the Form 10-K), to clarify that all other line items ( i.e ., all line items other than total revenues and total expenses) are other segment items as defined in such ASC. The foregoing changes to the segment disclosure reflected in the Quarterly Report will be reflected in future filings, as appropriate, as well. For ease of reference, we set forth below the segment disclosure as presented in the Quarterly Report: “Substantially, all of the Company’s real estate assets, at acquisition, are comprised of real estate owned and leased to tenants on a short-term basis. Therefore, the Company aggregates real estate assets for reporting purposes and operates in one reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. As the Company operates in one reportable segment, the CODM is provided financial reports including consolidated income statements detailing total revenues, total expenses and net income. These financial reports assist the CODM in assessing the Company’s financial performance and in allocating resources. Total revenues, as shown on the Consolidated Statements of Operations, represent segment revenues. Total expenses, as shown on the Consolidated Statements of Operations are the significant segment expense categories and amounts that are regularly provided to the CODM and included in the reported segment profit or loss, in accordance with ASC 280. All other items on the Consolidated Statements of Operations, are other segment items, as defined in ASC 280 are also included in the reported measure of profit or loss.” If there are any additional questions or comments that you may have, please contact me at (516) 773-2759. Respectfully submitted, BRT APARTMENTS CORP. /s/George Zweier George Zweier Vice President and Chief Financial Officer GZ/lm 2

<DOCUMENT>
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<TEXT>
 May 1, 2025

George E. Zweier
Chief Financial Officer
BRT Apartments Corp.
60 Cutter Mill Road
Great Neck, NY 11021

 Re: BRT Apartments Corp.
 Form 10-K for the year ended December 31, 2024
 File No. 001-07172
Dear George E. Zweier:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 31, 2024
Note 1 - Organization, Background and Significant Accounting Policies
Segment Reporting, page F-13

1. Please tell us how your segment disclosure complies with ASC
280-10-50-26A and
 50-26B regarding significant segment expenses and other segment items
for each
 reported measure of segment profit or loss.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Ameen Hamady at 202-551-3891 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters.
 May 1, 2025
Page 2

 Sincerely,

 Division of Corporation Finance
 Office of Real Estate & Construction
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    VIA EDGAR

    April 27, 2023

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

          Re:

            BRT Apartments Corp. (the “Company”)

              Registration Statement on Form S-3

              Originally Filed June 14, 2022

              File No. 333-265591

    Ladies and Gentlemen:

    Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, the Company hereby requests acceleration of the effective date of the above-referenced registration statement under said Act, so that the same will be
      declared effective on April 28, 2023 at 5:00 p.m., Washington, D.C. time, or as soon thereafter as practicable.

    If you have any questions or comments, please do not hesitate to contact Jeffrey Baumel, Esq. of Dentons LLP at 973-912-7189, Brian Lee, Esq. of Dentons LLP at 212-768-6926 or Asher Gaffney, Esq., Secretary of the
      Company at 516-773-2754.

            Very truly yours,

            BRT APARTMENTS CORP.

            By:

            /s/ Asher Gaffney

            Asher Gaffney

            Secretary

    AG/lm

          cc:

            Jeffrey Baumel, Esq.

              Brian Lee, Esq.

United States securities and exchange commission logo
June 21, 2022
Jeffrey A. Gould
Chief Executive Office and President
BRT Apartments Corp.
60 Cutter Mill Road, Suite 303
Great Neck, New York 11021
Re:BRT Apartments Corp.
Registration Statement on Form S-3
Filed June 14, 2022
File No. 333-265591
Dear Mr. Gould:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nana McLean at 202-551-4741or Ruairi Regan at 202-551-3269 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Brian Lee, Esq.

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Document

BRT Apartments Corp.

60 Cutter Mill Road, Suite 303

Great Neck, New York  11021

Via Edgar

November 25, 2019

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re:    BRT Apartments Corp. (the “Company”)

                                                      Registration Statement on Form S-3

                                                      Filed August 30, 2019

                                                      File No. 333-233555

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, the Company hereby requests acceleration of the effective date of the above-referenced registration statement under said Act, so that the same will be declared effective on November 26, 2019 at 9:00 a.m., Washington, D.C. time, or as soon thereafter as practicable.

If you have any questions or comments, please do not hesitate to contact Asher Gaffney, Esq., Secretary of the Company at (516) 773-2754 or Jeffrey Baumel of SNR Denton US LLP at (973) 912-7189.

Very truly yours,

BRT Apartments Corp.

 By:  /s/ S. Asher Gaffney

                                                                                 S. Asher Gaffney

                                                                                 Secretary

September 10, 2019
S. Asher Gaffney
Secretary and Counsel
BRT Apartments Corp.
60 Cutter Mill Road
Great Neck, New York 11021
Re:BRT Apartments Corp.
Registration Statement on Form S-3
Filed August 30, 2019
File No. 333-233555
Dear Mr. Gaffney:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Folake Ayoola, Senior Counsel, at 202-551-3673 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities
cc:       Jeffrey Baumel

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		Document

BRT Realty Trust

60 Cutter Mill Road, Suite 303

Great Neck, New York  11021

August 30, 2016

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:    BRT Realty Trust (the “Company”)

Registration Statement on Form S-3

Filed August 16, 2016

File No. 333-213162

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, the Company hereby requests acceleration of the effective date of the above-referenced registration statement under said Act, so that the same will be declared effective on August 31, 2016 at 4:00 p.m., Washington, D.C. time, or as soon thereafter as practicable.

The Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments and the declaration of effectiveness 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, please do not hesitate to contact the undersigned at 516-773-2759 or Asher Gaffney, Esq. at (516) 773-2754.

Very truly yours,

BRT Realty Trust

By:  /s/ George Zweier

         George Zweier

         Chief Financial Officer

Mail Stop 3233
August 26, 2016

Jeffrey A. Gould
President and Chief Executive Officer
BRT Realty Trust
60 Cutter Mill Road
Great Neck, New York, 11021

Re: BRT Realty Trust
  Registration Statement on Form S-3
Filed  August 16, 2016
  File No.   333-213162

Dear Mr. Gould :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Jeffrey A. Gould
BRT Realty Trust
August 26, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please contact me at (202) 551 -6431  with any questions.

Sincerely,

/s/ Nicole Collings

Nicole Collings
Staff Attorney
Office of Real Estate &
Commodities

cc: S. Asher Gaffney, Esq.
 BRT Realty Trust

Mail Stop 3233

April 22, 2016

Via E -mail
Mr. Jeffrey A. Gould
Chief Executive Officer, President and Trustee
BRT R ealty Trust
60 Cutter Mill Road,
Great Neck, N Y  11021

Re: BRT Realty Trust
Form 10 -K for the fiscal year ended September 30, 2015
Filed December 11 , 2015
File No. 001-07172

Dear Mr. Gould :

 We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Attorney
Office of Real Estate and
Commodities

May 9 , 2013

Via E -mail
George Zweier
Vice President and Chief Financial  Officer
BRT Realty Trust
60 Cutter Mill Road
Great Neck, NY 11021

Re: BRT Realty Trust
 Form 10 -K for the Year Ended September 30 , 2012
 Filed December 13 , 2012
File No. 001-07172

Dear Mr. Zweier :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jonathan Wiggins

Jonathan Wiggins
Staff Accounta nt

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    seccorr041213_brtrealty.htm

BRT REALTY TRUST

60 Cutter Mill Rd. Suite 303

Great Neck, NY 11021

(516) 466-3100

April 12, 2013

VIA EDGAR

Mr. Jonathan Wiggins

Staff Accountant

United States Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Re:      BRT Realty Trust

Form 10-K for the Year Ended September 30, 2012

Filed December 13, 2012

File No. 001-07172

Dear Mr. Wiggins:

Our responses to your comment letter dated March 26, 2013 regarding this filing are set forth below.

Form 10-K for the Fiscal Year Ended September 30, 2012

Our Loan Portfolio, page 3

1.

We note the risk factor on page 18 discussing the risk associated with high loan-to-value ratios.  Please provide the loan-to-value ratios for your loan portfolio in future Exchange Act periodic reports or tell us why such information is not material.  Also, please tell us if you develop any internal credit rating for your outstanding loans.

Response:

In future filings of our Annual Report on Form 10-K, we will provide, to the extent material, the loan to value ratio of our aggregate loan portfolio. Though we review each loan on a quarterly basis and determine impairment, if any, on a loan by loan basis, we do not maintain internal credit ratings on our loans.

Our Multi-Family Properties, page 6

2.

On page 7, you indicate that your venture partners may require a property to be sold under “specified” situations.  In future Exchange Act periodic reports, please provide additional details regarding this ability and tell us if it represents a material risk.

Response:

In future filing of our Form 10-K, we will provide additional disclosure with respect to the events that may allow our venture partner to require a sale of a property.  Though each joint venture operating agreement contains different terms, such agreements generally provide that we or our partners may require a sale under specified circumstances including (i) after the passage of time (e.g., two years after the acquisition), (ii) if the partners are unable to agree on major decisions, (iii) upon a change in control of our subsidiary owning the interest in the joint venture, or (iv) one or more of the foregoing.  A related risk is identified at page 23 of our Form 10-K under the caption “Risks involved in conducting real estate activity through joint ventures.”

Newark Joint Venture, page 8

3.

It appears that two leases account for about 55% of your rental income for 2013.  In future Exchange Act periodic reports, please provide additional details regarding such leases, as they appear material or advise.  Discuss the principal terms of the leases and the nature of the businesses conducted on the property.

Response:

Set forth below is information regarding these leases:

Fiscal 2013 Contractual

Nature of Tenant
Square footage leased
Lease Expiration
Rental Revenue

Charter school
35,000
2029
$705,000

Specialized clothing
5,000
2021
$  41,000

We will, in future filings of our Form 10-K, include such information to the extent material.

Information and Activities Relating to development Sites, page 10

4.

In future Exchange Act periodic reports, as applicable, please disclose the cost incurred to date and budgeted cost related to the Teachers Village development.  To the extent you incurred leasing costs associated with this development or the other properties in the Newark Joint Venture, please discuss such costs in future filings.

Response:

We will, in future filings of our Form 10-K, provide the requested disclosures.

Item 7, Management’s Discussion and Analysis, page 29

5.

Please tell us why the total revenues from real estate on page 30 is $9.553 million while the real estate revenues on page 31 is $8.675 million.

Response:

The $9.553 million of revenues from our multi-family and other real estate segments as calculated from page 30 includes approximately $876,000 attributable to the United States Treasury subsidy for qualified school construction bond interest expense.  This subsidy is not “rental revenue” and accordingly is excluded from “Rental and other revenue from real estate property” but included in “Other income” on the chart on page 31.

6.

In future Exchange Act periodic reports, please disclose your period to period changes in same store performance including the relative impact of occupancy and rent rate changes.  Please disclose how you determined which properties to include and disclose if any properties were excluded other than properties not owned in both periods.

Response:

In accordance with our telephonic conversation with the staff on or about March 28, 2013, in the periodic reports we file in the future, we will provide the information required by Item 303 of Regulation S-K (and in particular, the trend and similar information required by Item 303 (a)(3) of such regulation).

Note 1- Organization, Background and Significant Accounting Policies, page F-9

7.

In future filings, please disclose your accounting policy for recognizing gains on sales of real property assets.

Response:

As discussed with the staff, the last paragraph on page F-11 of note 1 of our consolidated financial statements discloses our policy for recognizing gains on the sale of real property.

BRT Realty Trust acknowledges the following:

·

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

·

staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking 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 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

March 2 6, 2013

Via E -mail
George Zweier
Vice President and Chief Financial  Officer
BRT Realty Trust
60 Cutter Mill Road
Great Neck, NY 11021

Re: BRT Realty Trust
 Form 10 -K for the Year Ended September 30 , 2012
 Filed December 13 , 2012
File No. 001-07172

Dear Mr. Zweier :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10-K for the Fiscal Year Ended September  30, 2012

Our Loan Portfolio, page 3

1. We note the risk factor on page 18 discussing the risk associated with high loan -to-value
ratios.   Please provide the loan -to-value ratios for your loan portfolio in future Exch ange
Act periodic reports or tell us why such information is not material.   Also, please tell us if
you develop any internal credit rating for your outstanding loans.

Our Multi -Family Properties, page 6

2. On page 7, you indicate that your venture partners may require a property to be sold
under “specified” situations.   In future Exchange Act periodic reports, please provide
additional details regarding this ability and tell us if it represents a material risk.

George Zweier
BRT Realty Trust
March 2 6, 2013
Page 2

 Newark Joint Venture, page 8

3. It appears that two leases account for about 55% of your rental income for 2013.   In
future Exchange Act periodic reports, please provide additional details regarding such
leases, as they appear material or advise.   Discuss the principal terms of the lease s and the
nature of the businesses conducted on the property.

Information and Activities Relating to development Sites, page 10

4. In future Exchange Act periodic reports, as applicable, please disclose the cost incurred
to date and budgeted cost related to  the Teachers Village development.    To the extent
you incurred leasing costs associated with this development or the other properties in the
Newark Joint Venture, please discuss such costs in future filings.

Item 7. Management’s Discussion and Analysis , page 29

5. Please tell us why the total revenues from real estate on page 30 is $9.553 million while
the real estate revenues on page 31 is $8.675 million.

6. In future Exchange Act periodic reports, please disclose your period to period changes in
same stor e performance including the relative impact of occupancy and rent rate
changes.   Please disclose how you determined which properties to include and disclose if
any properties were excluded other than properties not owned in both periods.

Note 1 – Organiza tion, Background and Significant Accounting Policies, page F -9

7. In future filings, please disclose your accounting policy for recognizing gains on sales of
real property assets.

We urge all persons who are responsible for the accuracy and adequacy of th e disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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 any action with respect to the filing; and

George Zweier
BRT Realty Trust
March 2 6, 2013
Page 3

  the company 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.

You may contact Eric McPhee at (202) 551 -3693 or me at (202) 551 -3694 if you have
questions regarding comments on the financial statements and related matters.  Please contact
Duc Dang  at (202) 551 -3386 or Tom Kluck  at (202) 551 -3233 with any other questions.

Sincerely,

 /s/ Jonathan Wiggins

Jonathan Wiggins
Staff Accountant

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[SNR DENTON LETTERHEAD]

October 7, 2010

VIA EDGAR

Evan S.
Jacobson, Esq.

Office of
Mergers and Acquisitions

Division of
Corporation Finance

U.S. Securities
and Exchange Commission

100 F Street,
NE

Washington, DC
20549-3628

Re:          BRT Realty Trust

File No. 005-09293

Schedule TO-I

Comment
Letter Dated September 28, 2010

Dear Mr. Jacobson:

On behalf of BRT Realty Trust (the “Company”),
this letter responds to the staff’s comment letter dated September 28,
2010 regarding the Company’s filing on Schedule TO-I, as filed on September 22,
2010.  For convenience of reference, each
of the staff’s comments is reproduced below, followed by the Company’s response
to each such comment. In addition, the Company has filed an amendment to its
Schedule TO-I to reflect the changes discussed below.

Exhibit 99(A)(1)(A):  Offer to Purchase

1.                                       Your offer is currently set to expire at
5:00 p.m. New York City time on October 20, 2010. The offer is open
for less than twenty full business days due to the Columbus Day federal holiday
and the 5:00 p.m. expiration time.
See Exchange Act Rule 13e-4(a)(3). Please revise to extend the
offer period to ensure that that your offer is open at least twenty full
business days. See Exchange Act Rule 13e-4(f)(1)(i).

Company response:

The Company has amended the
offer to indicate that all references to the Expiration Date, which was
originally set at 5:00 p.m. New York City time on October 20, 2010,
are hereby amended to extend the Expiration Date to 5:00 p.m. New York
City time on October 21, 2010.

Conditions of the Offer, Page 15

2.                                       In the fourth sentence of the final
paragraph of this section, you state that your failure to exercise any of the
foregoing rights at any time will not be deemed a waiver of any right, and each
such right will be deemed an ongoing right that may be asserted at any time
prior to the Expiration Date and “from time to time.” As you acknowledge in the
fifth sentence, once the Offer has expired, all of the conditions to the Offer,
other than those requiring receipt of necessary governmental approvals, must
have been satisfied or waived. Please revise the fourth sentence to

eliminate the reference to “from time to time,” which suggests that the
triggering event could occur after expiration of the offer.

Company response:

The Company has amended the
referenced sentence to move the words “from time to time” so as to clarify that
the qualification applies only prior to the Expiration Date.

3.                                       When a condition is triggered and you decide
to proceed with the offer anyway, we believe that this decision constitutes a
waiver of the triggered condition(s). As you acknowledge in the penultimate
sentence of the last paragraph of this section, depending on the materiality of
the waived condition and the number of days remaining in the offer, you may be
required to extend the offer and re-circulate new disclosure to security
holders. You may not, however, as the rest of the language in this paragraph
seems to imply, simply fail to assert a triggered offer condition and thus effectively
waive it without officially doing so.
Please confirm your understanding in your response letter.

Company response:

The Company confirms such
understanding. Any waiver of an offer condition will be explicitly made by the
Company and may require an extension of the offer and recirculation of
disclosure to security holders.

4.                                       When an offer condition is triggered by
events that occur during the offer period and before the expiration of the
offer, the company should inform holders of securities how it intends to
proceed promptly, rather than wait until the end of the offer period, unless
the condition is one where satisfaction of the condition may be determined only
upon expiration. Please confirm your understanding in your response letter.

Company response:

The Company confirms such
understanding. The Company will promptly inform holders of the triggering of
any condition and how the Company intends to proceed, except in the case of
conditions where satisfaction of such conditions may be determined only upon
expiration of the offer.

Material United States Federal
Income Tax Consequences, page 28

5.                                       On page 28, you state that you have
included a general summary of “certain” U.S. federal income tax consequences.
Please revise to discuss all material federal income taxes and to remove the
suggestion that your disclosure is not materially complete. See Item
1004(a)(1)(xii) of Regulation M-A.

Company response:

The Company believes that the
current disclosure addresses all material federal income tax consequences.  In order to avoid confusion, the Company has
amended the disclosure to make clear that the discussion covers all “material”
U.S. federal income tax consequences.

Miscellaneous, page 35

6.                                       We note your statement on page 35 that
if you determine that you are not legally able to make the offer in a
particular jurisdiction, the offer will not be made to (nor will tenders be
accepted from or on behalf of) the holders of shares in such jurisdiction.
Please clarify, if true, that you are referring to a U.S. state and not a
non-U.S. jurisdiction. If not, please advise us how you are complying with the
all-holders provision in Exchange Act Rule 13e-4(f)(8)(i). We view
Exchange Act Rule 13e-4(f)(9)(ii) as permitting the exclusion of only
those holders residing in a U.S. state where the issuer is prohibited from
making the tender offer pursuant to applicable law.

Company response:

The Company confirms that it
is referring only to excluding security holders of the Company in a U.S. state
pursuant to Exchange Act Rule 13-4(f)(9)(ii) and has clarified the
disclosure accordingly.

*****

The Company has authorized us to
advise the staff that it hereby acknowledges that:

·                  the Company is
responsible for the adequacy and accuracy of the disclosure in the filings;

·                  staff comments
or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filings; and

·                  the Company 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.

Please feel free to contact me at
202-408-9234 or my colleague, Jeffrey Baumel, at 973-912-7189 if you have any
questions with respect to these matters.

  Sincerely,

  /s/ Thomas L.
  Hanley

  Thomas L.
  Hanley

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

       DIVISION OF
CORPORATION FINANCE

September 28, 2010

Simeon Brinberg, Esq. Secretary BRT Realty Trust 60 Cutter Mill Road Great Neck, New York 11021
 Re: BRT Realty Trust
  Schedule TO-I   Filed September 22, 2010   File No. 005-09293
Dear Mr. Brinberg:

We have limited our review of  the filing to those issues we have addressed in our
comments below.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and ci rcumstances or do not believe an amendment
is appropriate, please tell  us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Schedule TO-I

Exhibit 99(A)(1)(A): Offer to Purchase

1. Your offer is currently set to expire  at 5:00 p.m. New York City time on
October 20, 2010.  The offer is open for less th an twenty full business days due to the
Columbus Day federal holiday and the 5:00 p.m. expiration time.  See Exchange Act
Rule 13e-4(a)(3).  Please revise to extend the offer period to ensure that that your offer is open at least twenty full business days.  See Exchange Act Rule 13e-4(f)(1)(i).

Conditions of the Offer, page 15

2. In the fourth sentence of the final paragraph of this section, you state that your failure
to exercise any of the foregoing rights at a ny time will not be deemed a waiver of any

Simeon Brinberg, Esq.
BRT Realty Trust September 28, 2010 Page 2
right, and each such right will be deemed an  ongoing right that may be asserted at any
time prior to the Expiration Date and “f rom time to time.”  As you acknowledge in
the fifth sentence, once the Offer has expired, all of the conditions to the Offer, other
than those requiring receipt of necessary governmental approvals, must have been
satisfied or waived.  Please revise the fourth sentence to  eliminate the reference to
“from time to time,” which suggests that the triggering event could occur after
expiration of the offer.
3. When a condition is triggered and you decide  to proceed with the offer anyway, we
believe that this decision constitutes a waiver of the triggered condition(s).  As you
acknowledge in the penultimate sentence of the last paragraph of this section,
depending on the materiality of the waiv ed condition and the number of days
remaining in the offer, you may be required to extend the offer and re-circulate new
disclosure to security  holders.  You may not, however, as the rest of the language in
this paragraph seems to imply, simply fail to assert a triggere d offer condition and
thus effectively waive it without offi cially doing so.  Please confirm your
understanding in your response letter.
4. When an offer condition is tr iggered by events that occu r during the offer period and
before the expiration of the offer, the co mpany should inform holders of securities
how it intends to proceed promptly, rather than wait until the end of the offer period,
unless the condition is one wh ere satisfaction of the condi tion may be determined
only upon expiration.  Please confirm your unde rstanding in your response letter.
 Material United States Federal Income Tax Consequences, page 28

 5. On page 28, you state that you have included a general summary of “certain” U.S. federal income tax consequences.  Please revi se to discuss all material federal income
taxes and to remove the suggestion that your disclosure is not materially complete.
See Item 1004(a)(1)(xii) of Regulation M-A.
Miscellaneous, page 35

 6. We note your statement on page 35 that if you determine that you are not legally able
to make the offer in a particular jurisdicti on, the offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of shares in such jurisdiction.  Please clarify, if true, that  you are referring to a U.S.  state and not a non-U.S.
jurisdiction.  If not, please advise us how you are complying with the all-holders
provision in Exchange Act Rule 13e-4 (f)(8)(i).  We view Exchange Act
Rule 13e-4(f)(9)(ii) as permitting the exclus ion of only those holders residing in a
U.S. state where the issuer is prohibited from making the tender offer pursuant to
applicable law.
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filing includes the information the Securities

Simeon Brinberg, Esq.
BRT Realty Trust September 28, 2010 Page 3  Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and
its management are in possession of all facts relating to the di sclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.     In responding to our comments, please provi de a written 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.
  If you have questions or comments please contact me at (202) 551-3428.  If you
require further assistance, you ma y contact Christina Chalk, Senior Special Counsel, at (202)
551-3263.  You may also contact us via facs imile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.

         S i n c e r e l y ,             E v a n  S .  J a c o b s o n          A t t o r n e y - A d v i s o r          O f f i c e  o f  M e r g e r s  &  A c q u i s i t i o n s   cc: Via Facsimile (973) 912-7199

Jeffrey A. Baumel, Esq. Thomas L. Hanley, Esq. Sonnenschein Nath & Rosenthal LLP

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

       DIVISION OF
   CORPORATION FINANCE

    Mail Stop 3010          May 26, 2010  Jeffrey A. Gould Chief Executive Officer, President and Trustee BRT Realty Trust 60 Cutter Mill Road Great Neck, NY 11021

Re: BRT Realty Trust
 Form 10-K
Filed December 14, 2009
 File No. 001-07172

Dear Mr. Gould:
 We have completed our review of your Form 10-K and related filings and do not,
at this time, have any further comments.
Sincerely,

Sonia Gupta Barros
Special Counsel

CORRESP
1
filename1.htm

    Unassociated Document

    BRT
Realty Trust

    60 Cutter
Mill Road

    Great
Neck, NY 11021

    516-466-3100

    April 2,
2010

    Sonia
Gupta Barros, Special Counsel

    United
States Securities & Exchange Commission

    100 F.
Street N.E.

    Washington
D.C. 20549

    Mail Stop
3010

              Re:

              BRT
      Realty Trust Form 10K filed December 14, 2009

                File Number
      001-07172

    Dear Ms.
Barros:

    We are in
receipt of your letter of March 24, 2010 to Jeffrey A. Gould, President and
Chief Executive Officer of BRT Realty Trust, concerning your review of the above
filing and your comments with respect thereto.  Our responses are as
follows:

    Compensation of Trustees -
Page 7

    1.      We
note that you have excluded compensation paid to Fredric Gould and Matthew Gould
by REIT Management Corp. Please provide this disclosure or tell us why this
disclosure is not required.  Please refer to Item 402 (a) of
Regulation S-K which requires disclosure of compensation “by any person for all
services rendered in all capacities to the registrant.”  Please
provide this disclosure in future filings and tell us how you intend to
comply.

    The table and notes to the table
relating to compensation of our trustees is provided pursuant to Item 402(k) of
Regulation S-K.  Paragraph (2) of Item 402(k) indicates that the Table
shall include the name of each Director unless such director is also a named
executive officer under paragraph (a) of Item 402 and his or her compensation
for service as a Director is fully reflected in the Summary Compensation Table
and shall include the
aggregate dollar amount of all fees earned or paid in cash for services as a
director, etc. (emphasis supplied).  The information concerning
the amounts paid to Fredric Gould and Matthew Gould by REIT Management Corp. is
disclosed in the “Certain Relationship and Related Transactions” section of our
Proxy Statement (page 45) and was not included in the Table since the amounts
paid to Fredric Gould and Matthew Gould by REIT Management Corp do not relate to
the services of either as a trustee, but rather to the services rendered by each
of them to REIT Management Corp., which in turn renders services to BRT Realty
Trust pursuant to an Advisory Agreement.  There is a cross reference
in the notes to the Table (Notes (8) and (9)) referencing the payments made to
Fredric Gould and Matthew Gould by REIT Management Corp. and referring the
reader to the “Certain Relationships and Related Transactions” section of the
Proxy Statement.  We submit that the disclosure is properly made
pursuant to Item 402(k), that Item 402(a) is not the Regulation S-K item that
applies to this disclosure, and in any event that such disclosure is complete
and in compliance with the rules as a result of the cross
reference.  If you do not concur, we will include, in future filings,
in the table relating to the compensation of Trustees, the amounts paid to any
trustee (other than a named executive officer) by REIT Management Corp. in the
“All Other Compensation” column of the table.

    Compensation Consultant -
Page 31

    2.      In
future filings, to the extent your officers receive total compensation above or
below the targeted 25th %
percentile please explain the reasons for this.  Please tell us how
you plan to comply.

    The
Compensation Committee utilized the market 25% percentile as a general
guide.  Its objective with respect to full-time executive officers is
to ensure that total compensation paid is fair and competitive.  With
respect to executive officers whose compensation is allocated, it is the
Compensation Committee’s objective that such compensation be fair and reasonable
for the services they perform. (See “Objectives of our Executive Compensation
Program”).  The Compensation Committee engaged an independent
consultant to do a benchmarking analysis so that the Committee could determine
if compensation paid to senior executive officers is fair and
reasonable.  The Compensation Consultant used the 25th
percentile (rather than the median) in comparing our executives’ compensation to
a peer group for the reason that in the consultant’s analysis the company is a
relatively small company as compared to the selected peer group.  The
comparison was used only as a guide by the Compensation Committee and one item
considered in its determination of base salaries and stock awards for 2010 and
bonuses for 2009.

    In future
filings, we propose to add the following paragraph immediately after the
paragraph dealing with the 25th
percentile market comparisons:

    “The
benchmarking analysis performed by the Compensation Consultant for the
Compensation Committee contains data representing market/industry
practices. The 25th
percentile market data was used by the Compensation Committee as a
guide in its review and determination of base salaries, annual cash bonuses and
restricted stock awards. The market data represents only one input in
the compensation process.  The Company’s performance, both on an
absolute basis and in comparison to its direct and indirect competition, taking
into account economic and general business conditions, and each executive’s
performance, tenure and experience is taken into consideration in arriving at
the executive’s compensation, which may result in whether the executive is paid
below, at, or above the 25th
percentile.”

    The
company acknowledges that:

              ·

              the
      company is responsible for the adequacy and accuracy of the disclosures in
      the filings;

              ·

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

    Very
truly yours,

    Simeon
Brinberg

    Senior
Vice President

              cc:

              Stacie
      Gorman

                United
      States Securities & Exchange Commission

                Washington
      D.C. 20549

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

       DIVISION OF
   CORPORATION FINANCE

 Mail Stop 3010         March 24, 2010  Jeffrey A. Gould Chief Executive Officer, President and Trustee BRT Realty Trust 60 Cutter Mill Road Great Neck, NY 11021

Re: BRT Realty Trust
 Form 10-K
Filed December 14, 2009
 File No. 001-07172

Dear Mr. Gould:
 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.
 Compensation of Trustees, page 7

 1. We note that you have excluded compensation paid to Frederic Gould and
Matthew Gould by REIT Management Corp.  Please provide this disclosure or tell
us why you believe this disclo sure is not requir ed.  Please refer to Item 402(a)(2)
of Regulation S-K which requires disclosu re of compensation paid “by any person
for all services rendered in all capacities to the registrant.”  Please provide this
disclosure in future filings a nd tell us how you intend to comply.

Jeffrey A. Gould
Chief Executive Officer, President and Trustee BRT Realty Trust March 24, 2010 Page 2  Executive Compensation, page 28

 Compensation Consultant, page 31

 2. In future filings, to the extent your o fficers receive total compensation above or
below the targeted 25
th percentile, please explain the reasons for this.  Please tell
us how you plan to comply.

 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.    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 any action with respect to the filing; and

‚ the company 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.

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.

Jeffrey A. Gould
Chief Executive Officer, President and Trustee BRT Realty Trust March 24, 2010 Page 3   Please contact Stacie Gorman at ( 202) 551-3585 or me (202) 551-3655 at with
any other questions.
Sincerely,

Sonia Gupta Barros Special Counsel

Mail Stop 4561

        May 27, 2008  VIA USMAIL and FAX (516) 773-2770  Mr. George Zweier Vice President and Chief Financial Officer BRT Realty Trust 60 Cutter Mill Road Great Neck, New York 11021

Re: BRT Realty Trust
 Form 10-K as of September 30, 2007
Filed December 14, 2007
 File No. 001-07172

Dear Mr. George Zweier:

We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

Linda Van Doorn Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

      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

Mail Stop 4561

        April 23, 2008  VIA USMAIL and FAX (516) 773-2770  Mr. George Zweier Vice President and Chief Financial Officer BRT Realty Trust 60 Cutter Mill Road Great Neck, New York 11021

Re: BRT Realty Trust
 Form 10-K as of September 30, 2007
Filed December 14, 2007
 File No. 001-07172

Dear Mr. George Zweier:

We have reviewed your response letter dated April 11, 2008 and have the following
additional comments.  Where indicated, we think you should revise your documents in response to these comments.   If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Provide to us the information requested if indicated and please be as detailed as necessary in your explanation.
FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2007

Financial Statements and Notes
 Note 4 – Investments In Unconsolidated Joint Ventures At Equity

 BRT Funding LLC, page F-15

 1. We have read your response to comment three.  The following factors seem to indicate that you have disproportionately few voting rights in the joint venture and the joint venture’s activities involve or are conducted on your behalf:

• As indicated in your last response, you effectively hold 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.  Refer to page 8.

George Zweier
BRT Realty Trust April 23, 2008 Page
2

• The joint venture entity is engaged in the business of investing in short-term commercial real estate loans, which is similar to your own business.  Refer to page 7.
• You are the managing member of the joint venture entity.  Refer to page 7.

Given these factors, please clarify how you considered the criteria in paragraph 5(c) of FIN 46(R) in determining that the joint venture was not a variable interest entity.  You should include discussion of the factors considered in supporting your conclusion.

*  *  *  *

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.   You may contact Jaime G. John, at (202)  551-3446 or me, at (202) 551-3498 if you have
questions.

        Sincerely,

Linda Van Doorn
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

      Unassociated Document

    BRT
      REALTY TRUST

    60
      Cutter
      Mill Rd. Suite 303

    Great
      Neck, NY 11021

    (516)
      466-3100

    April
      11,
      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 4, 2008 regarding our
      Annual Report on Form 10-K for the year ended September 30, 2007 (File No.
      001-07172). We have reviewed your comments and provide additional responses
      below to each of your comments. Our responses follow the order of your
      letter.

    1.
      With respect to the statement requested, we acknowledge the
      following:

          ·

            The
              Company is responsible for the adequacy and accuracy of the disclosures
              in
              the filings;

          ·

            Staff
              comments or changes to disclosures in response to staff comments do
              not
              foreclose the Commission from taking any action with respect to the
              filings; and

          ·

            The
              Company may not assert staff comments as a defense in any proceeding
              initiated by the Commission or any person under federal securities
              laws of
              the United States.

    2.
      With respect to the comment regarding our loan portfolio and the individual
      who
      became incapacitated in May 2007 and how we considered paragraphs 8-10 of SFAS
      114 in determining that these loans were not impaired at September 30, 2007
      and
      December 31, 2007, please be advised:

    We
      review
      our loan portfolio each quarter for possible impairment. The loans made to
      the
      entities controlled by this individual were discussed and reviewed as part
      of
      our normal quarterly review procedures. This individual had in place prior
      to
      the event which resulted in his incapacitation, a capable management team,
      which
      had been managing these properties, as well as other properties owned by this
      individual, both before and after his incapacity. Since this individual has
      become incapacitated, we have been monitoring the situation and are in close,
      regular contact with his management group. All of these loans (except for a
      single loan in the amount of $2,700,000) are collateralized by income producing
      multi-family rental properties; have a floating rate of interest ranging from
      prime plus 4% to prime plus 5% with minimum rates of interest ranging from
      12.75% to 13.25% and have maturity dates ranging from February 8, 2008 to August
      10, 2008. In accordance with paragraphs 8-10 of SFAS 114, impairment is
      recognized when based on current information and events, it is probable that
      we
      will not be able to collect all amounts due according to the contractual terms
      of the loan agreement. All of these loans are collateral dependent and we
      anticipate payment of principal and interest from the current cash flow and
      the
      sale of the collateral. Additionally, the payment history demonstrated by the
      borrowing entities since the principal’s incapacitation make it probable that we
      will be able to collect all amounts contractually due. Based on these
      considerations we determined that these loans were not impaired at September
      30,
      2007.

    For
      the
      quarter ended December 31, 2007, we performed our normal quarterly review of
      the
      loans and determined that no impairment existed at December 31, 2007.
      Additionally, before the filing of our December 31, 2007 Quarterly Report on
      Form 10-Q, our representative performed a site inspection of each of the
      properties securing our loans. From the time of the incapacitation through
      the
      filing of our Annual Report on Form 10-K and as of December 31, 2007, all of
      the
      loans made to this individual’s entities, with the exception of the single loan
      in the amount of $ 2,700,000, had performed according to their contractual
      terms

    The
      single loan in the amount of $2,700,000, which is secured by a single family
      residential property located in Westchester County, New York, was reclassified
      as non-performing as of December 31, 2007, but no impairment charge was taken
      as
      we have determined based on our quarterly loan impairment analysis that the
      estimated collateral value is sufficient to collect all amounts due.

    We
      continue to monitor the loans as part of our quarterly review process and if
      conditions and events change, will record impairment charges should it be
      probable that that we will not be able to collect all amounts due.

    3.
      You have asked us to clarify how we considered the criteria in paragraph 5
      (c)
      of FIN 46(R) in determining that the joint venture was not a variable interest
      entity. Specifically, you have asked us to clarify whether or not the registrant
      is the investor with disproportionately few voting rights and if it is, clarify
      how we determined that substantially all the joint venture’s activities did not
      involve and were not conducted on the registrant’s behalf.

    Paragraph
      5(c)(ii) of FIN46(R) states that one of the criteria that subject an entity
      to
      consolidation is that substantially all the activities either involve or are
      conducted on behalf of the investor that has disproportionately few voting
      rights.

    This
      joint venture is capitalized 25% by a wholly-owned subsidiary of the registrant
      and 75% by a subsidiary of CIT Capital USA. Although we hold a minority of
      the
      equity interest in this joint venture, pursuant to the joint venture agreement,
      all major decisions regarding this joint venture require the approval of both
      members resulting in the registrant effectively holding 50% of the voting rights
      and CIT Capital USA effectively holding 50% of the voting rights. Given these
      facts, the CIT entity, not the registrant, is the investor with
      disproportionately few voting rights.

    In
      addition, both BRT and CIT Capital USA are involved in the real estate lending
      business and the joint ventures activities are not conducted on behalf of the
      CIT member which has the disproportionately few voting rights but is conducted
      for the benefit of both members of the joint venture.

    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

Mail Stop 4561

        April 4, 2008  VIA USMAIL and FAX (516) 773-2770  Mr. George Zweier Vice President and Chief Financial Officer BRT Realty Trust 60 Cutter Mill Road Great Neck, New York 11021

Re: BRT Realty Trust
 Form 10-K as of September 30, 2007
Filed December 14, 2007
 File No. 001-07172

Dear Mr. George Zweier:

We have reviewed your response letter dated March 27, 2008 and have the following
additional comments.  Where indicated, we think you should revise your documents in response to these comments.   If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Provide to us the information requested if indicated and please be as detailed as necessary in your explanation.
FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2007

General
 1. Please provide in writing, a statement acknowledging that:
• The company is responsible for the adequacy and accuracy of the disclosures in the filings;
• Staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• The Company 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.

Item 1. Business

George Zweier
BRT Realty Trust
April 4, 2008 Page
2
  Our Loan Portfolio, page 4

 2. We have read your response to comment one.   We note that the individual controlling these borrowing entities became incapacitated in May 2007 and the guardian appointed by the Court is seeking to complete an orderly sale of the assets securing your loans.   These facts appear to indicate the possibility of impairment.   Tell us how you considered paragraphs 8 – 10 of SFAS 114 in determining that these loans were not impaired at December 31, 2007.  You should include discussion of the major terms of these loan agreements and any other factors considered in determining that these loans were not impaired.
 Financial Statements and Notes

 Note 4 – Investments In Unconsolidated Joint Ventures At Equity

 BRT Funding LLC, page F-15

 3. We have read your response to comment 10.  Please clarify to us how you considered the criteria in paragraph 5(c) of FIN 46(R) in determining that the joint venture was not a variable interest entity.  Specifically, please clarify whether or not the registrant is the investor with disproportionately few voting rights and if it is, clarify how you determined that substantially all the joint venture’s activities did not involve and were not conducted on the registrant’s behalf.  As disclosed on page 7, we note that the joint venture entity is engaged in the business of investing in short-term commercial real estate loans, which is similar to your own business.   In addition, the BRT member is the managing member of the joint venture entity.

*  *  *  *

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please file your cover letter on EDGAR.  Please understand that we may have additional comments after reviewing your responses to our comments.

George Zweier
BRT Realty Trust April 4, 2008 Page
3
  You may contact Jaime G. John, at (202)  551-3446 or me, at (202) 551-3498 if you have
questions.

        Sincerely,

Linda Van Doorn
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

      Unassociated Document

    BRT
      REALTY TRUST

    60
      Cutter
      Mill Rd. Suite 303

    Great
      Neck, NY 11021

    (516)
      466-3100

    March
      27,
      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 comment letter dated March 6, 2008 regarding our Annual Report
      on Form 10-K for the year ended September 30, 2007 (File No. 001-07172). We
      have
      reviewed your comments and provide responses below to each of your comments.
      Our
      responses follow the order of your letter.

    1.
      With respect to six outstanding loans with an aggregate principal amount of
      $64
      million to six borrowing entities controlled by one individual, you have
      requested that we clarify the number and principal balance of these loans that
      are performing and the number and principal balance that are
      impaired.

    At
      September 30, 2007 and up to the filing date of the Form 10-K, all of these
      loans were performing in accordance with their contractual obligations and
      were
      not impaired. These loans are not the loans described in the second paragraph
      on
      page F-13.

    The
      disclosure in the section “Our Loan Portfolio” was provided to describe the
      credit concentration to borrowers controlled by one individual. To the extent
      that all of the loans were performing, additional information would not provide
      significant additional value to a reader. Nevertheless, in future filings we
      will add the status of the loans to this disclosure.

    2.
      With respect to the trends noted and the current interest rate and credit
      markets, you have asked us to clarify what consideration we gave to discussing
      in the Management’s Discussion and Analysis, the unfavorable trends and effect
      on future operating results including expected increases in the loan loss
      provision referring to Item 303(a)(3)(ii) of Regulation
      S-K.

    In
      drafting Management’s Discussion and Analysis for the Form 10-K, we were
      cognizant of Item 303(a)(3)(ii) of Regulation S-K, which provides for the
      description of “any known trends or uncertainties that the registrant reasonably
      expects will have a material favorable or unfavorable impact on net sales,
      revenues or income from continuing operations.” We refer you to the subheading
“Outlook” under Item 7, Management’s Discussion and Analysis of Financial
      Condition and Results of Operations on page 30 of the Form 10-K. The “Outlook”
section states that a difficult or declining real estate market in the New
      York
      metropolitan area, in the states of Tennessee and Florida, or in other parts
      of
      the country, and a recessionary economy could potentially have the following
      adverse affects on our business: (i) an increase in loan defaults which will
      result in decreased interest and fees on our outstanding real estate loans;
      (ii)
      an increase in loan loss reserves; (iii) an increase in expenses incurred in
      foreclosures and restructurings; (iv) a decrease in loan originations; (v)
      a
      decrease in rental income from properties owned by us or joint ventures in
      which
      we are a venture participant; and (vi) an increase in operating expenses
      relating to real estate properties. The “Outlook” section goes on to state that
      as a result of the more difficult real estate environment (particularly in
      the
      State of Florida) and the disruptions in the credit markets in the second half
      of 2007, we experienced an increase in loan defaults, an increase in loan loss
      reserves, an increase in foreclosure actions and the expenses related to such
      actions and a decrease in loan originations and that we cannot project, if
      and
      when these trends will stabilize or reverse. This disclosure was intended to
      be,
      and we believe it is, responsive to the requirements of Item 303(a) (3) (ii)
      of
      Regulation S-K.

    We
      also
      point out that certain of the Risk Factors included in the Form 10-K contain
      disclosure about trends in our business and note the following:

              ·

              On
                pages 10 and 11 of the Form 10-K under the sub-caption “If borrowers
                default on loans, we will experience a decrease in income and any
                recovery
                may be limited by the value of the underlying property”, after disclosing
                the difficulties in our business commencing in the third quarter
                of fiscal
                2007 (page 11), we state in the last sentence of this risk factor
                as
                follows: “If uncertainty in the mortgage industry continues, we may
                continue to experience defaults by our
                borrowers.”

              ·

              Under
                the heading “Decrease in Loan Originations 2007 Fiscal Year compared to
                the 2006 Fiscal Year” on page 11 of the Form 10-K,” we state as follows in
                the last sentence under this heading: “Unless there are positive changes
                in the environment for real estate transactions and in the credit
                markets,
                the level of originations may decrease in fiscal 2008 as compared
                to 2007,
                which could have an effect on our revenues and net
                income.”

              ·

              Under
                the heading “Our allowance for loan losses and valuation allowances
                against owned real estate may not be adequate to cover actual losses,” on
                page 12 of the Form 10-K, it is stated in the final two sentences
                under
                this heading as follows: “Our allowance for loan losses and impairment
                allowance may not be adequate to cover actual losses and we may need
                to
                take additional reserves in the future. Actual losses and additional
                reserves in the future could materially and adversely affect our
                business,
                net income, shareholders’ equity and cash distributions to our
                shareholders.”

              ·

              Under
                the heading “Dependence on Two Borrowers in Fiscal 2007” on page 13, in
                referring to the significant originations attributable in 2007 to
                two
                borrowers, it is stated as follows in the last sentence under this
                heading: “A significant reduction in our originations, as a result of a
                loss of the business of these two individuals, or either of them,
                without
                replacing them, could have an adverse affect on our revenues and
                net
                income in fiscal 2008.”

    The
      discussion in the “Outlook” section of our Management’s Discussion and Analysis,
      standing alone, and the totality of the information included throughout the
      relevant sections of the Form 10-K, provides appropriate, complete and accurate
      information relating to the trends and effect on operating results related
      to
      the trends noted in your comment letter. In considering the information included
      in the Form 10-K, we concluded that including language in the MD&A that
      merely repeated information appearing elsewhere in the filing, particularly
      in
      the risk factors section, would be redundant. However, we will seek to include
      information in the MD&A section of future filings that will review the
      effect of the current real estate market and any trends relating to the real
      estate credit markets that will have an effect on the company’s results of
      operations.

    3.
      Your comment inquires as to what consideration we gave to Item 3(a)(4) of
      Regulation S-K with respect to disclosing the off balance sheet risk associated
      with our investment in CIT, including reimbursing up to 75% of its foreclosure
      losses, as well as the possibility of having to consolidate CIT under FIN 46
      (R).

    In
      Item
      1. Business under the heading “Joint Venture with CIT Capital USA, Inc.”, (page
      8) we disclosed the following:

    “Losses.
      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 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.” (Emphasis
      added).

    In
      view
      of the provisions of the joint venture agreement, capping the reimbursement
      of
      losses at two-thirds of 1% of the highest aggregate principal amount of the
      venture’s loans outstanding, and requiring such reimbursement only from the BRT
      members distributions in excess of a 9% return, the current risk of
      reimbursement would be approximately $322,000, based on the current outstanding
      portfolio of $48,230,000. Additionally, this reimbursement would first be used
      to reduce the income allocated to the BRT member. Accordingly, this off balance
      sheet risk is both remote and minimal and we do not believe information relating
      to the value of such risk would be meaningful to an investor.

    In
      future
      filings we will expand the disclosure to quantify this risk if it is material
      and if there is a situation where this provision of the joint venture agreement
      is reasonably likely to have a current or future effect on our financial
      condition, changes in financial condition, results of operations or
      liquidity.

    Your
      comment also inquires as to the possibility of having to consolidate the joint
      venture under FIN 46 (R). Please refer to our answer to comment 10
      below.

    4.
      The comment requests a clarification as to why the valuation allowance on
      performing impaired loans would not be adjusted to reflect any changes to the
      impairment measurement as defined in paragraph 13 of SFAS
      114.

    Our
      disclosure in the first paragraph under the sub heading “Income Recognition” in
      Note 1 on page F-8 as it relates to leaving the valuation constant, refers
      only to the addition of accrued interest
      to the
      recorded investment offset by the subsequent cash receipt.

    It
      is our
      policy to review all loans and assets for impairment on a quarterly basis.
      This
      includes loans that have had previous impairment charges.

    Our
      policy as it relates to valuation allowances is discussed more fully in various
      sections of the Report.

    All
      of
      our loans are collateral dependent loans and impairment is based upon the fair
      value of the collateral as discussed in SFAS 114. On page 31 of our Form 10-K
      we
      state that we review our mortgage portfolio and the real estate assets
      underlying our portfolio quarterly to ascertain if there has been any impairment
      in the value of these assets in order to determine if there is a need for a
      provision for an allowance for possible losses. As discussed on page F-9, our
      accounting policy for allowance for possible losses is as stated
      below:

    “A
      loan
      evaluated for impairment is deemed to be impaired when based on current
      information and events it is probable that the Trust will not be able to collect
      all amounts due according to the contractual terms of the loan agreement. When
      making this evaluation numerous factors are considered, including, market
      evaluations of the underlying collateral, estimated operating cash flow from
      the
      property during the projected holding period, and estimated sales value computed
      by applying an estimated capitalization rate to the projected stabilized net
      operating income of the specific property, less selling costs, discounted at
      market discount rates. If upon completion of the valuations, the value of the
      underlying collateral securing the loan is less than the recorded investment
      in
      the loan, an allowance is created with a corresponding charge to
      expense.”

    In
      future
      filings we will modify this disclosure under the income recognition paragraph
      to
      remove any ambiguity that we do not modify our valuation allowance should
      further impairment charges be necessary.

        5.
          The
          comment inquires as to the nature of foreclosure costs and our basis in
          GAAP for
          capitalizing these costs as referenced in the Notes to the Financial Statements
          under the section “Real Estate Properties and Real Estate Properties Held for
          Sale” on page F-9.

    We
      account for direct foreclosure costs such as legal and professional fees, in
      accordance with paragraph 38 of SFAS 15, “Accounting by Debtors and Creditors
      for Troubled Debt Restructurings” and accordingly these costs are expensed as
      incurred.

    During
      the current fiscal year we capitalized approximately $132,000 of costs incurred
      for transfer taxes, title insurance and sheriff charges ($0 and $8,000 in fiscal
      2006 and 2005, respectively). We had considered these costs to be subsequent
      to
      the foreclosure of the property and in accordance with paragraph 29 of SFAS
      15
      we capitalized theses costs. The amount for 2007, as with prior years, are
      immaterial to the results of operations of the company. Upon further review
      these costs may be considered direct foreclosure costs and should have been
      expensed. In the future we will expense such costs.

    In
      future
      filings we will modify our disclosure to state that all expenses incurred in
      the
      connection with the foreclosure of a property will be expensed as incurred
      in
      accordance with SFAS 15 (as amended).

    6.
      The comment requests that we clarify what is meant by the term “represented” as
      it relates to three non-performing loans totaling $37,847,000 in the second
      paragraph on page F-13.

    In
      the
      sentence the phrase “represented by existing multi-family condominium
      developments” denotes that the three non-performing loans are secured by
      existing multi-family condominium developments. In future filings, we will
      change the language from “represented” to “secured by,” as it provides a better
      depiction of the secured nature of the loans.

    You
      have also requested that we clarify and provide further detail in connection
      with the five loans in the aggregate amount of $52,548,000 that were added
      to
      non-performing status at September 30, 2007.

    The
      requested data is presented below.

                Loan

                Designation

                Apopka,FL

                Miami
                  Beach, FL

                Naples,
                  FL

                Fort
                  Wayne, IN

                New
                  York, NY

                Principal
                  Balance

                $19,422,000

                $

Mail Stop 4561         March 6, 2008  VIA USMAIL and FAX (516) 773-2770  Mr. George Zweier Vice President and Chief Financial Officer BRT Realty Trust 60 Cutter Mill Road Great Neck, New York 11021

Re: BRT Realty Trust
 Form 10-K as of September 30, 2007
Filed December 14, 2007
 File No. 001-07172

Dear Mr. George Zweier:

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 YEAR ENDED SEPTEMBER 30, 2007

Item 1. Business

Our Loan Portfolio, page 4
1. For the six outstanding loans with an aggregate principal amount of $64 million to
six borrowing entities controlled by on e individual, clarify the number and
principal balance of these loans that ar e performing and the number and principal
balance of these loans that are impaired.   For the impaired loans, clarify how this

George Zweier
BRT Realty Trust
March 6, 2008 Page 2
information correlates with the information related to impaired loans disclosed in the second paragraph on page F-13.

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
2. We note the following trends during 2007:

• For fiscal year ended Septembe r 30, 2007, mortgage loans not earning
interest represented approximately  25.5% of your outstanding loan
portfolio and approximately 19.4% of your total assets, but only
approximately 0.5% and approximately  0.4% for the corresponding prior
year ended September 30, 2006.  Refer to page 1.
• You recorded a provision for loan lo ss of $9.3 million for the fiscal year
ended September 30, 2007, while no such provision was taken in prior
years.
• Your loan originations have declined because borrowers who typically make use of your short-term lending have limited or ceased its real estate activities.   Refer to page 2.
• 51% of your loans originated in fiscal year 2007 were to borrowing
entities controlled by one individua l who became incap acitated in May
2007.    A Court appointed guardian is  in the process of beginning an
orderly sale of the assets securing your loans.   Refer to page 4.

Given the above as well as the current interest rate and credit environment, please clarify to us what consideration you gave to discussing in Management’s
Discussion and Analysis the unfavorable trends and effect on future operating
results including expected increases in loan loss provision.   Refer to Item
303(a)(3)(ii) of Regulation S-K.
3. Tell us what consideration you gave to disclosing the off balance sheet risks
associated with your investment in CI T including reimbursing CIT for up to 75%
of its foreclosure losses as well as the possibility of having to consolidate CIT
under FIN46(R). Refer to Item 303(a)(4) of Regulation S-X.

Financial Statements and Notes

Note 1 – Organization, Background a nd Significant Accounting Policies

Income Recognition, page F-8
4. In describing how the company accrues interest income on performing impaired
loans, you have indicated that the valu ation allowance on such loans remains
constant through the life of the loan. Please clarify to us why the valuation

George Zweier
BRT Realty Trust
March 6, 2008 Page 3
allowance would not be adjusted to re flect any changes to the impairment
measurement as defined in  paragraph 13 of SFAS 114.

Real Estate Properties and Real Estate  Properties Held for Sale, page F-9

5. The note indicates that costs incurred in connection with the foreclosure of the
properties collateralizing your real estate loans are capitalized.  Please tell us the
nature of these foreclosure costs and your basis in GAAP for capitalizing these
costs.

Note 2 Real Estate Loans, page F-12
 6. Refer to the second paragraph on page F-13.  The note indicates that three of the
loans that were reclassified to non-performing at September 30, 2007 were represented by existing multi-family condom inium developments in Florida and
that the aggregate principal balan ce of these loans totaled $37,847,000. Please
clarify what is meant by the term represented.  For each of the loans comprising the $52,548,000 balance clarify the following, preferably in tabular format:

• The principal balance and accrued interest balance of each loan;
• Whether there are cross default or cross collateral provisions;
• Whether the loan is secured or uns ecured; if secured describe the
collateral;
• Whether the loan is recourse or  non-recourse to the borrower;
• Whether the loan is considered to be impaired and if so, the amount of the
impairment and related reserve fo r losses established for the loan;
• Whether the loan was considered to be collateral dependent and if so
clarify that the loan loss reserve was determined based on the fair value of the underlying collateral.

7. Show us how you plan to expand your disc losure to better describe your risk
exposure to the loans desc ribed above and to include  the information outlined
above.
 8. Tell us what consideration you gave to di sclosing the amount of interest income
recognized on the cash basis for the impaired loans during the period or if no such cash payments were received, disclosing th at fact. Refer to paragraph 20(c) of
SFAS 114.

George Zweier
BRT Realty Trust
March 6, 2008 Page 4  Note 4 – Investments In Unconso lidated Joint Ventures At Equity

 BRT Funding LLC, page F-15

 9. We note you have provided a broader discussion of the terms of your joint venture
with CIT Capital USA, Inc. on pages 7 - 8.   In future filings please expand your note disclosures to include similar inform ation as discussed in the referenced
section.
 10. As disclosed on page 8, 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 loss.   Your protecti on of the CIT member from suffering losses
appears to create a variable  interest.    Tell us how you considered paragraph 5,
14, and 15 of FIN 46(R) in determining that the joint venture did not represent a variable interest enti ty where you are the primary beneficiary.
 Certifications

 11. We note that the identification of the certi fying individual at the beginning of the
certification required by Exchange Act Rule  13a-14(a) also includes the title of
the certifying individual.  Considering that  the certifications must be signed in a
personal capacity, please confirm to us  that your officers signed such
certifications in a personal capacity and that you will revise your certifications in future filings to exclude the title of the certifying individual from the opening sentence.

*   *   *   *

 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.    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

George Zweier
BRT Realty Trust  March 6, 2008 Page 5  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 any action with respect to the filing; and
‚ the company 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.

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.     You may contact Jaime G. John at (202)  551-3446 or me at (202) 551-3498 if you
have questions.
Sincerely,

   Linda Van Doorn Senior Assistant Chief Accountant