SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 28, 2026

Robert S. Hekemian, Jr.
Chief Executive Officer
First Real Estate Investment Trust of New Jersey Inc.
505 Main Street, Suite 400
Hackensack, New Jersey 07601

 Re: First Real Estate Investment Trust of New Jersey Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed May 20, 2026, as amended May 28, 2026
 File No. 001-41771
Dear Robert S. Hekemian Jr.:
 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
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 26, 2026

Robert S. Hekemian, Jr.
Chief Executive Officer
First Real Estate Investment Trust of New Jersey Inc.
505 Main Street, Suite 400
Hackensack, New Jersey 07601

 Re: First Real Estate Investment Trust of New Jersey Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed May 20, 2026
 File No. 001-41771
Dear Robert S. Hekemian Jr.:
 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.

Preliminary Proxy Statement on Schedule 14A filed May 20, 2026
General
1. Please revise to provide the financial statements of FREIT pursuant to
Item 14(b)(11) of
 Schedule 14A or tell us why you believe you are not required to do so.
 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 Pam Howell at 202-551-3357 or Pamela Long at 202-551-3765
with any
other questions.

 Sincerely,

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

CORRESP
1
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FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, INC.

505
Main Street

P.O.
Box 667

Hackensack,
NJ 07602

(201)
488-6400

March 26, 2021

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

    Re:
    First Real Estate Investment Trust of New Jersey, Inc.

    Registration Statement on Form S-4

    Registration No. 333-252987

Ladies and Gentlemen:

Pursuant to Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended, First Real Estate Investment Trust of New
Jersey, Inc. (the “Company”) hereby requests that the effective date of the Registration Statement on Form S-4 referenced
above be accelerated to 4:00 p.m. on Tuesday, March 30, 2021 or as soon thereafter as practicable.

Further, the Company
hereby acknowledges that: (i) 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; (ii) 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 (iii) the Company may not assert staff comments and the declaration of the effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    FIRST REAL ESTATE INVESTMENT

    TRUST OF NEW JERSEY, INC.

    By:
    /s/ Robert S. Hekemian, Jr.

    President and Chief Executive Officer

United States securities and exchange commission logo
February 18, 2021
Robert S. Hekemian, Jr.
President and Chief Executive Officer
First Real Estate Investment Trust of New Jersey, Inc.
505 Main Street
Hackensack, New Jersey 07601
Re:First Real Estate Investment Trust of New Jersey, Inc.
Registration Statement on Form S-4
Filed February 11, 2021
File No. 333-252987
Dear Mr. Hekemian:
            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 Ronald (Ron) E. Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Philip Forlenza

Mailstop 3233
May 9, 201 6

VIA E -MAIL
Mr. Donald W. Barney
Chief Financial Officer
First Real Estate Investment Trust of New Jersey
505 Main Street
Hackensack, NJ 07601

Re: First Real Estate Investment Trust of New Jersey
 Form 10 -K for the fiscal year ended October 31, 2015
Filed January 14, 2016
File No. 000 -25043

Dear Mr. Barney :

We have completed our review of your filing s.  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 s 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 s to be certain that the filing s include the
information  in the Securities Exchange Act of 1934 an d all applicable rules require.

Sincerely,

 /s/ Wilson K. Lee

Wilson K. Lee
Senior Staff Accountant
Office of Real Estate and
Commodities

CORRESP
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May 6, 2016

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Wilson K. Lee, Senior Staff Accountant

 Re: First Real Estate Investment Trust of New Jersey

  Form 10-K for the Fiscal Year Ended October 31, 2015

  Filed January 14, 2016

  File No. 000-25043

Dear Mr. Lee:

This letter sets
forth the responses of First Real Estate Investment Trust of New Jersey (the “Trust”) to the comments of the Staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
in the Staff’s comment letter dated April 29, 2016, with respect to the Trust’s Form 10-K for the Fiscal Year Ended
October 31, 2015 (the “Form 10-K”). Disclosures containing information similar to the information set forth in the
sample disclosures presented below will be included in future filings by the Trust.

Form 10-K for the fiscal year ended
October 31, 2015

Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations

Development Activities, page 25

 1. We note your disclosure regarding the Rotunda redevelopment and the costs incurred as of the period
end date. In future periodic filings please expand your disclosures to discuss the anticipated completion dates and the estimated
costs to completion for the Rotunda property and any other significant material development and/or redevelopment projects.

Response
– The Trust will expand disclosures in its future Exchange Act periodic reports to discuss the anticipated completion
dates and the estimated costs to complete the Rotunda redevelopment and such information for any other significant material
development and/or redevelopment projects.

Note 16. Pathmark Stores, Inc. Bankruptcy
Filing, page 62

 2. We note your disclosure of the loss provision related to the straight line rent receivable balance
for Pathmark and how the provision had no impact on funds from operations. Since the straight line rent adjustment is a part of
calculating net income and ultimately funds from operations, it appears that the loss provision did impact funds from operations.
Please clarify and/or revise future periodic filings to adequately reflect what is being presented.

Response –
The Trust agrees that the loss provision related to the straight line rent receivable balance for Pathmark had an impact on the
non-GAAP measure defined as Funds From Operations (“FFO”). The Trust believes that Adjusted Funds From Operations (“AFFO”)
is useful to investors as a supplemental gauge of operating performance, and the loss provision has no impact on AFFO. However,
the Trust will revise future Exchange Act periodic reports to adequately reflect the disclosure of the loss provision and the impact
on FFO and AFFO, if any.

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

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

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

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

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

    Very truly yours,

    /s/ Donald W. Barney

    Donald W. Barney

    President, Treasurer and Chief Financial Officer

Mailstop 3233
April  29, 201 6

VIA E -MAIL
Mr. Donald W. Barney
Chief Financial Officer
First Real Estate Inves tment Trust of New Jersey
505 Main Street
Hackensack, NJ  07601

Re: First Real Estate Investment Trust of New Jersey
 Form 10-K for the  fiscal year e nded October  31, 201 5
Filed January  14, 2016
File No. 000 -25043

Dear Mr. Barney :

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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believ e our
comments apply to your facts and circumstances, please tell us why in your response.

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

Form 10 -K for  the fiscal year ended October  31, 2015

Item 7. Management’s Di scussion and Analysis of Financial Condition and Results of
Operations

Development Activities, page 25

1. We note your  disclosure regarding the Rotunda redevelopment  and the costs incurred as
of the period end date. In future periodic filings please expand your disclosures to discuss
the anticipated completion dates  and the estimated costs to completion for  the Rotunda
property and any other significant material development and/or redevelopment projects.

Mr. Donald W. Barney
First Real Estate Inves tment Trust of New Jersey
April  29, 201 6
Page 2

 Note 16. Pathmark Stores, Inc. Bankruptcy Filing,  page 62

2. We note your disclosure of the loss provision  related to  the straight line rent receivable
balance for Pathmark and how the provision had no impact on funds from operations.
Since the straight line rent adjustment is a part of calculating net inc ome and ultimately
funds from operations , it appears that the loss provision did impact funds from
operations. Please clarify a nd/or revise future periodic filings to adequately reflect what
is being presented.

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 Exchange Act rules require.   Since the company and its management are
in possession of a ll 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

 the company may not as sert 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 Jeffrey Lewis, Staff Accountant, at (202) 551 -6216 or the undersigned
at (202) 551 -3468 wi th any questions.

Sincerely,

        /s/ Wilson K. Lee

 Wilson K. Lee
Senior Staff Accountant
Office of Real Estate and
Commodities

July 11, 2013

Via E-Mail
Donald W. Barney
President, Treasurer and Chief Financial Officer
First Real Estate Investment Trust of New Jersey
505 Main Street
Hackensack, N J  07601

Re: First Real Estate Investment Trust of New Jersey
Form 10 -K for fiscal y ear ended October 31, 2012
  Filed January 14, 2013
  File No. 0-25043

Dear Mr. Barney:

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 u nder 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/ Jennifer Monick

Jennifer Monick
Senior Staff Accountant

CORRESP
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June 19, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Mark Rakip, Senior Staff Accountant

 Re: First Real Estate Investment Trust of New Jersey

Form 10-K for the Fiscal Year Ended October 31, 2012

Filed January 14, 2013

File No. 000-25043

Dear Mr. Rakip:

I appreciate your time in discussing the options to FREIT’s
response to your recent comment letter dated June 10, 2013. As I indicated on the phone, I worked-up two different alternatives
for the FFO calculation (see attached) that we believe comply with NAREIT’s basis for the calculation of FFO. Although Draft
#1 complies with NAREIT’s definition, it can be a bit confusing to the reader. Our preference is Draft #2, which eliminates
the need to present the line item “FFO from discontinued operations” by simply presenting the depreciation related
to discontinued operations. I also, researched the FFO presentation of quite a few other REITs’ 10Qs and 10Ks, and none of
the REITs that reported discontinued operations for the period, presented the line item FFO from discontinued operations.  What
they did present was a separate line for depreciation related to discontinued operations, which is what we’re proposing.
As you’ll note, the FFO under each alternative is exactly the same, but Draft #2 is much easier to understand. Please review
the attached and let me know if you’ll accept Draft #2 for our future Exchange Act filings.

Since we received the initial letter from you on June 10th,
 our deadline for filing our response is Friday, June 21st. Could you kindly extend our response deadline by another 10 business
days?

    Regards,

    /s/ Andrew M. Czyzewski

    Andrew M. Czyzewski

    Controller, Hekemian & Co., Inc.

DRAFT #1

PROPOSED FFO & AFFO PRESENTATION

    Funds From Operations ("FFO")

    Year Ended October 31,

    2012
    2011
    2010

    ($ in thousands, except per share amounts)

    Net income
    $ 11,996
    $ 6,713
    $ 4,131

    Depreciation
      6,186
      6,070
      5,996

    Amortization of deferred leasing costs
      291
      282
      284

    Discontinued operations
      (253 )
      (283 )
      (223 )

    Gain on sale of discontinued operations (net of tax)
      (7,528 )
      —
      —

    FFO from discontinued operations
      282
      322
      280

    Project abandonment costs related to asset impairment
      3,726
      —
      —

    Distributions to minority interests
      (834 )
      (1,267 )
      (1,022 )

    FFO
    $ 13,866
    $ 11,837
    $ 9,446

    Per Share - Basic
    $ 2.00
    $ 1.71
    $ 1.36

    Adjusted Funds From Operations ("AFFO")

    FFO
      13,866
      11,837
      9,446

    Deferred rents (Straight lining)
      (17 )
      (242 )
      (240 )

    Amortization of acquired leases
      2
      25
      30

    Under market lease amort re: Giant lease termination
      (1,344 )
      —
      —

    FFO from discontinued operations
      (282 )
      (322 )
      (280 )

    Capital Improvements - Apartments
      (723 )
      (433 )
      (334 )

    AFFO
      11,502
      10,865
      8,622

    Per Share - Basic
    $ 1.66
    $ 1.57
    $ 1.24

    Weighted Average Shares:

    Basic
      6,942
      6,942
      6,942

DRAFT #2

PROPOSED FFO & AFFO PRESENTATION

    Funds From Operations ("FFO")

    Year Ended October 31,

    2012
    2011
    2010

    ($ in thousands, except per share amounts)

    Net income
    $ 11,996
    $ 6,713
    $ 4,131

    Depreciation of consolidated properties
      6,186
      6,070
      5,996

    Depreciation of discontinued operations
      29
      39
      57

    Amortization of deferred leasing costs
      291
      282
      284

    Gain on sale of discontinued operations
      (7,528 )
      —
      —

    Project abandonment costs related to asset impairment
      3,726
      —
      —

    Distributions to minority interests
      (834 )
      (1,267 )
      (1,022 )

    FFO
    $ 13,866
    $ 11,837
    $ 9,446

    Per Share - Basic
    $ 2.00
    $ 1.71
    $ 1.36

    Adjusted Funds From Operations ("AFFO")

    FFO
      13,866
      11,837
      9,446

    Deferred rents (Straight lining)
      (17 )
      (242 )
      (240 )

    Amortization of acquired leases
      2
      25
      30

    Under market lease amort re: Giant lease termination
      (1,344 )
      —
      —

    Less: FFO from discontinued operations
      (282 )
      (322 )
      (280 )

    Capital Improvements - Apartments
      (723 )
      (433 )
      (334 )

    AFFO
      11,502
      10,865
      8,622

    Per Share - Basic
    $ 1.66
    $ 1.57
    $ 1.24

    Weighted Average Shares:

    Basic
      6,942
      6,942
      6,942

CORRESP
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July 3, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Jennifer Monick, Senior Staff Accountant

 Re: First Real Estate Investment Trust of New Jersey

Form 10-K for the Fiscal Year Ended October 31, 2012

Filed January 14, 2013

File No. 000-25043

Dear Ms. Monick:

This letter sets
forth the responses of First Real Estate Investment Trust of New Jersey (the “Trust”) to the additional comments of
the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
in the Staff’s comment letter dated June 10, 2013, with respect to the Trust’s Form 10-K for the Fiscal Year Ended
October 31, 2012 (the “Form 10-K”). Disclosures containing information similar to the information set forth in the
sample disclosures presented below will be included in future filings by the Trust.

FORM 10-K FOR THE FISCAL YEAR ENDED
OCTOBER 31, 2012

Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 21

Funds from Operations,
page 35

1.
We note your response to prior comment two. It appears that your proposed disclosure does not include an adjustment for
FFO from discontinued operations. Thus, it appears that FFO continues to differ from FFO as defined by NAREIT. Please revise your
disclosure in future filings and provide us with an example of your proposed disclosure.

Response –After
reviewing the NAREIT definition of FFO in greater detail, we realize that we should not have deducted the operating results of
our discontinued operations from FFO. In addition, we realize that the FFO depreciation adjustment should have been grossed-up
to include the depreciation of our discontinued operations. However, rather than including a new line item, FFO from Discontinued
Operations, in our FFO calculation, management has decided to exclude the line item (operating results of) Discontinued Operations
from our

FFO calculation,
and instead to gross-up the depreciation adjustment to include the depreciation of our discontinued operations. (See attached example.)
This alternate FFO presentation proposal has been reviewed and approved by the SEC staff in previous correspondence with the SEC.
As such, we agree to revise future filings to present our FFO calculation in conformance to the NAREIT guidelines.

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

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

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

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

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

    Very truly yours,

    /s/ Donald W. Barney

    Donald W. Barney

    President, Treasurer and Chief Financial Officer

PROPOSED FFO & AFFO PRESENTATION

    Funds From Operations ("FFO")

    Year Ended October 31,

    2012
    2011
    2010

    ($ in thousands, except per share amounts)

    Net income
    $ 11,996
    $ 6,713
    $ 4,131

    Depreciation of consolidated properties
      6,186
      6,070
      5,996

    Depreciation of discontinued operations
      29
      39
      57

    Amortization of deferred leasing costs
      291
      282
      284

    Gain on sale of discontinued operations
      (7,528 )
      —
      —

    Project abandonment costs related to asset impairment
      3,726
      —
      —

    Distributions to minority interests
      (834 )
      (1,267 )
      (1,022 )

    FFO
    $ 13,866
    $ 11,837
    $ 9,446

    Per Share - Basic
    $ 2.00
    $ 1.71
    $ 1.36

    Adjusted Funds From Operations ("AFFO")

    FFO
      13,866
      11,837
      9,446

    Deferred rents (Straight lining)
      (17 )
      (242 )
      (240 )

    Amortization of acquired leases
      2
      25
      30

    Under market lease amort re: Giant lease termination
      (1,344 )
      —
      —

    Less: FFO from discontinued operations
      (282 )
      (322 )
      (280 )

    Capital Improvements - Apartments
      (723 )
      (433 )
      (334 )

    AFFO
      11,502
      10,865
      8,622

    Per Share - Basic
    $ 1.66
    $ 1.57
    $ 1.24

    Weighted Average Shares Outstanding:

     Basic
      6,942
      6,942
      6,942

June 10, 2013

Via U.S. Mail
Donald W. Barney
President, Treasurer and Chief Financial Officer
First Real Estate Investment Trust of New Jersey
505 Main Street
Hackensack, N J  07601

Re: First Real Estate Investment Trust of New Jersey
Form 10 -K for fiscal y ear ended October 31, 2012
  Filed January 14, 2013
  File No. 0-25043

Dear Mr. Barney :

We have reviewed  your response dated May 28 , 2013 an d have the following  additional
comment.    In our comment, 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 providing the requested
information  or by advising us when you will provide th e requested response.   If you do not
believe our comment  applies  to your facts and circumstances, please tell us why in your
response.

After reviewing the information you provide in response to this comment, we may have
additional comments.

Form 10 -K for fiscal year ended October 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 21

Funds from Operations, page 35
 We note your response to prior comment two.  It appears that your prop osed disclosure 1.
does not include an adjustment for FFO from discontinued operations.  Thus, it appears
that FFO continues to differ from FFO as defined by NAREIT.  Please revise your
disclosure in future filings and provide us with an example of your propo sed disclosure.

Donald W. Barney
First Real Estate Investment Trust of New Jersey
June 10, 2013
Page 2

 You may contact Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at
202.551.3295  if you have questions regarding comments on the financial s tatements and related
matters.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Senior Staff Accountant

CORRESP
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May 28, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Jennifer Monick, Senior Staff Accountant

 Re: First Real Estate Investment Trust of New Jersey

Form 10-K for the Fiscal Year Ended October 31, 2012

Filed January 14, 2013

File No. 000-25043

Dear Ms. Monick:

This letter sets
forth the responses of First Real Estate Investment Trust of New Jersey (the “Trust”) to the additional comments of
the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
in the Staff’s comment letter dated May 13, 2013, with respect to the Trust’s Form 10-K for the Fiscal Year Ended October
31, 2012 (the “Form 10-K”). Disclosures containing information similar to the information set forth in the sample disclosures
presented below will be included in future filings by the Trust.

FORM 10-K FOR THE FISCAL YEAR ENDED
OCTOBER 31, 2012

Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 21

Liquidity and Capital
Resources, page 33

Contractual Obligations,
page 34

 1. We note your response to prior comment 5 and are unable to locate your disclosure estimating the
annual estimated cash requirements related to interest on outstanding long-term debt. In future filings please provide an estimate
of such amounts and provide us with your proposed disclosure.

Response –
The Trust will include in future Form 10-K filings our annual estimated cash requirements related to interest on our long-term
debt. Attached is an example of our proposed future disclosure relating to this item.

Funds from Operations,
page 35

2.        We note
that your response to prior comment 6 and reissue the comment in part. It appears that your proposed disclosure continues to include
adjustments to FFO that would appear to differ from FFO as defined by NAREIT. For instance, your FFO calculation contains adjustments
for Project abandonment costs and Under market lease amortization, among other adjustments not included in the NAREIT FFO definition.
Please advise or revise to provide such amounts within Adjusted FFO.

Response –After
reviewing the components of our proposed FFO calculation in comparison to the NAREIT definition, the Trust agrees that the adjustments
for Under market lease amortization and the Amortization of acquired leases are not in compliance with the NAREIT definition. As
such, we agree to revise future filings to present these adjustments within Adjusted FFO and not FFO. (See attached example) With
regard to the SEC’s comment relative to the Project abandonment costs included within the FFO calculation, the Trust believes
that this adjustment belongs within FFO, since it represents an asset impairment charge. The Trust has plans for a major redevelopment
project at one of its commercial properties. As a result, planning and feasibility costs were incurred and capitalized with regard
to this project. Subsequent to these costs being incurred, the scope of the redevelopment project was revised and as a result a
portion of the planning and feasibility costs was deemed to be out of scope of the revised redevelopment plan. As such, the Trust
determined that these costs had no future value and were deemed to be impaired. They were written-off in Fiscal 2012. Since asset
impairment charges are included within NAREIT’s definition of FFO, the Trust believes that this adjustment is correctly presented
within FFO.

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

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

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

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

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

    Very truly yours,

    /s/ Donald W. Barney

    Donald W. Barney

    President, Treasurer and Chief Financial Officer

PROPOSED PRESENTATION OF CASH REQUIREMENTS ON LONG-TERM
DEBT INTEREST (To be presented within the MD&A section below the “Contractual Obligations” table.)

FREIT's annual estimated cash requirements related to interest on its mortgage loans and construction loans are as follows:

    Within
    2 - 3
    4 - 5
    After 5

    One Year
    Years
    Years
    Years

    (in thousands of dollars)

    Interest on Fixed Rate Debt
      9,006
      16,040
      12,866
      11,047

    Interest on Variable Rate Debt (a)
      1,220
      —
      —
      —

          Total Interest Obligations
      10,226
      16,040
      12,866
      11,047

    (a) Based on rate in effect at balance sheet date.

PROPOSED FFO & AFFO PRESENTATION

Funds From Operations ("FFO")

    Year Ended October 31,

    2012
    2011
    2010

    ($ in thousands, except per share amounts)

    Net income
    $ 11,996
    $ 6,713
    $ 4,131

    Depreciation
      6,186
      6,070
      5,996

    Amortization of deferred leasing costs
      291
      282
      284

    Discontinued operations
      (253 )
      (283 )
      (223 )

    Gain on sale of discontinued operations (net of tax)
      (7,528 )
      —
      —

    Project abandonment costs related to asset impairment
      3,726
      —
      —

    Distributions to minority interests
      (834 )
      (1,267 )
      (1,022 )

    FFO
    $ 13,584
    $ 11,515
    $ 9,166

     Per Share - Basic
    $ 1.96
    $ 1.66
    $ 1.32

    Adjusted Funds From Operations ("AFFO")

    FFO
      13,584
      11,515
      9,166

    Deferred rents (Straight lining)
      (17 )
      (242 )
      (240 )

    Amortization of acquired leases
      2
      25
      30

    Under market lease amort re: Giant lease termination
      (1,344 )
      —
      —

    Capital Improvements - Apartments
      (723 )
      (433 )
      (334 )

    AFFO
      11,502
      10,865
      8,622

     Per Share - Basic
    $ 1.66
    $ 1.57
    $ 1.24

     Weighted Average Shares Outstanding:

     Basic
      6,942
      6,942
      6,942

May 13, 2013

Via U.S. Mail
Donald W. Barney
President, Treasurer and Chief Financial Officer
First Real Estate Investment Trust of New Jersey
505 Main Street
Hackensack, N J  07601

Re: First Real Estate Investment Trust of New Jersey
Form 10 -K for fiscal y ear ended October 31, 2012
  Filed January 14, 2013
  File No. 0-25043

Dear Mr. Barney :

We have reviewed  your response dated April 11, 2013 an d have the following  additional
comment s.   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 providing the requested
information  or by advising us when you will provide t he requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for fiscal year ended October 31, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 21

Liquidity and Capital Resources, page 33

Contractual Obligations, page 34
 We note your response to  prior comment 5 and are unable to locate your disclosure 1.
estimating the annual estimated cash requirements related to interest on outstanding long -
term debt.  In future periodic filings, please provide an estimate of such amounts and
provide us with your proposed disclosure.

Donald W. Barney
First Real Estate Investment Trust of New Jersey
May 13, 2013
Page 2

 Funds from Operations, page 35
 We note your response to prior comment 6 and reissue the comment in part.  It appears 2.
that your proposed disclosure continues to include adjustments to FFO that would appear
to differ from FFO as defin ed by NAREIT.  For instance, your FFO calculation contains
adjustments for Project abandonment costs and Under market lease amortization, among
other adjustments not included in the NAREIT FFO definition.  Please advise or revise to
provide such amounts wi thin Adjusted FFO.

You may contact Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at
202.551.3295  if you have questions regarding comments on the financial s tatements and related
matters.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Senior Staff Accountant

CORRESP
1
filename1.htm

April 11, 2013

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Jennifer Monick, Senior Staff Accountant

 Re: First Real Estate Investment Trust of New Jersey

Form 10-K for the Fiscal Year Ended October 31, 2012

Filed January 14, 2013

File No. 000-25043

Dear Ms. Monick:

This letter sets
forth the responses of First Real Estate Investment Trust of New Jersey (the “Trust”) to the comments of the Staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
in the Staff’s comment letter dated March 21, 2013, with respect to the Trust’s Form 10-K for the Fiscal Year Ended
October 31, 2012 (the “Form 10-K”). Disclosures containing information similar to the information set forth in the
sample disclosures presented below will be included in future filings by the Trust.

FORM 10-K FOR THE FISCAL YEAR ENDED
OCTOBER 31, 2012

Item 1. Business, page 3

Commercial Shopping Center Properties….,
page 8

 1. In future Exchange Act periodic reports, please disclose the percentage of revenue provided by
each of your top tenants.

Response –
The Trust will revise future Exchange Act periodic reports to disclose the percentage of revenue provided by each of our ten largest
commercial tenants.

Item 2. Properties, page 15

 2. Please revise your disclosure in future Exchange Act periodic reports to discuss whether you provide
rent concessions or abatements and the impact of any concessions or abatements.

Response - The
Trust will revise future Exchange Act periodic reports to disclose whether any rent concessions or abatements are provided to its
tenants, as well as the impact of any concessions or abatements.

Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations, page 21

General

 3. In future Exchange Act periodic reports, for your commercial properties, please expand your disclosure
of your leasing activities for the reported period to include a discussion of the volume of new or renewed leases, tenant improvement
costs, and leasing commissions. These should be presented on a per square foot basis. Also, please compare new rents on new and
renewed leases to prior rent based on effective rent. In addition, to the extent you have material lease expirations in the next
year please include disclosure regarding the relationship of rents on expiring leases to market rent.

Response –
The Trust will revise future Exchange Act periodic reports to expand the disclosure of our commercial leasing activities to include
a discussion of the volume of new or renewed leases, tenant improvement costs, and leasing commissions, all presented on a per
square foot basis. The Trust will also present a comparison of new rents on new and renewed leases to prior rents based on effective
rent. In addition, to the extent that the Trust has any material lease expirations in the next year, we will include a disclosure
of the relationship of rents on expiring leases to market rent.

Segment Information, page 24

 4. We note that you have provided disclosure regarding your net operating income. In future Exchange
Act periodic reports, for your commercial properties, please also provide disclosure regarding “same-store” net operating
income. Please also include a clear description of how you calculate NOI.

Response –
The Trust will revise future Exchange Act periodic reports to include a disclosure of “same-store” net operating income
(“NOI”) for its commercial properties. We further agree to provide a clear description of how we calculate “same-store”
NOI.

Liquidity and Capital
Resources, page 33

Contractual Obligations,
page 34

 5. We note the disclosure of contractual obligations under your mortgage loans and construction loan
as of October 31, 2012. Please tell us, and provide disclosure in future filings, your cash requirements for interest on outstanding
long-term debt. Refer to footnote 46 of SEC Interpretive Release 33-8350.

Response –
The Trust believes that it is already in compliance with the requirements as stated above. The disclosure regarding our cash requirements
relative to the interest on our outstanding long-term debt is discussed in the first paragraph under the caption Liquidity and
Capital Resources on page 33 of our Form 10-K for the year ended October 31, 2012.

The Trust will
expand such disclosure to include the following language: “We expect that cash provided by net operating income will be
adequate to cover mandatory debt service payments (including payments of interest, but excluding balloon payments), real estate
taxes, recurring capital improvements and dividends necessary to retain qualification as a REIT (90% of taxable income).”

Funds from Operations,
page 35

 6. We note that your disclosure of FFO. Please address the following:

 a. It does not appear that you have presented FFO as defined by NAREIT. Please advise or revise future
filings and provide us with an example of your proposed disclosure to present FFO as defined by NAREIT. You may present adjusted
FFO for any additional adjustments. Adjusted FFO should be reconciled to FFO as defined by NAREIT.

Response
– The Trust realizes that our calculation of FFO  differs slightly from the FFO formula as prescribed by NAREIT. The
Trust’s Board of Directors determined that our presentation of FFO is a more conservative approach than NAREIT’s
presentation, since our FFO eliminates the impact of straight-line rent, which is a GAAP adjustment and in our opinion
not representative of the true operational results of our segments. We also include the impact of routine capital
improvements related to our residential operations, which  is a major factor in a REIT’s ongoing operational
results.

The Trust agrees
that the basis of our FFO calculation is not entirely in compliance with the NAREIT guidelines. As such, we agree to revise future
filings to present the FFO as per NAREIT and also present an Adjusted FFO, which would include adjustments for straight-line rent
and routine capital improvements, and also include a reconciliation of Adjusted FFO to FFO as defined by NAREIT (See attached example.).

 b. Please tell us how your disclosure complies with Item 10(e) of Regulation S-K. Specifically, please
tell us how you determined it was not necessary to provide a statement disclosing the reasons why you believe the use of FFO provides
useful information. Refer to Item 10(e)(1)(i)(C).

Response –The
Trust states on page 35 under the caption FFO, “FFO is the standard measurement of a REIT’s performance”.
We also agree to expand all future Exchange Act periodic reports to state: “FFO is the standard measurement of a
REIT’s performance and is provided in this report as a supplemental measure to U.S. GAAP net income available to common
shareholders and earnings per share. Management believes that presentation of FFO in this report as a measure of FREIT’s
performance is standard and customary for a REIT and necessary for evaluation of FREIT’s performance relative to other REITs.”

Item 15. Exhibits, Financial Statements
and Schedules, page 40

 (a) Financial Statements

Notes to Consolidated Financial Statements,
page 47

Note 1 – Organization and Significant
Accounting Policies, page 47

Real Estate Development Costs, page
48

 7. Please tell us how you account for costs capitalized where the underlying project is cancelled
or postponed, and cite the applicable accounting literature relied upon.

Response –In
the case where the construction of a specific project has been postponed, capitalization of costs is also postponed, until such
time as construction resumes. In such case, previously capitalized costs are evaluated for recoverability in accordance with the
guidance for the impairment of long-lived assets (ASC 360-10). In the case where a construction project is cancelled, pursuant
to ASC 970-360-40-1, all capitalized costs under the project will be written-off to expense in the period that the project is cancelled.

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

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

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

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

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

    Very truly yours,

    /s/ Donald W. Barney

    Donald W. Barney

    President, Treasurer and Chief Financial Officer

PROPOSED FFO & AFFO PRESENTATION

Funds From Operations ("FFO")

    Year Ended October 31,

    2012
    2011
    2010

    ($ in thousands, except per share amounts)

    Net income
    $ 11,996
    $ 6,713
    $ 4,131

    Depreciation
      6,186
      6,070
      5,996

    Amortization of deferred leasing costs
      291
      282
      284

    Amortization of acquired leases
      2
      25
      30

    Under market lease amort re: Giant lease termination
      (1,344 )
      —
      —

    Discontinued operations
      (253 )
      (283 )
      (223 )

    Gain on sale of discontinued operations (net of tax)
      (7,528 )
      —
      —

    Project abandonment costs
      3,726
      —
      —

    Distributions to minority interests
      (834 )
      (1,267 )
      (1,022 )

    FFO
    $ 12,242
    $ 11,540
    $ 9,196

    Per Share - Basic
    $ 1.76
    $ 1.66
    $ 1.32

    Adjusted Funds From Operations ("AFFO")

    FFO
      12,242
      11,540
      9,196

    Deferred rents (Straight lining)
      (17 )
      (242 )
      (240 )

    Capital Improvements - Apartments
      (723 )
      (433 )
      (334 )

    AFFO
      11,502
      10,865
      8,622

    Per Share - Basic
    $ 1.66
    $ 1.57
    $ 1.24

    Weighted Average Shares

    Basic
      6,942
      6,942
      6,942

March 21, 2013

Via U.S. Mail
Donald W. Barney
President, Treasurer and Chief Financial Officer
First Real Estate Investment Trust of New Jersey
505 Main Street
Hackensack, N J  07601

Re: First Real Estate Investment Trust of New Jersey
Form 10 -K for fiscal y ear ended October 31, 2012
  Filed January 14, 2013
  File No. 0-25043

Dear Mr. Barney :

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 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 circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for fiscal year en ded October 31, 2012

Item 1 Business, page 3

Commercial Shopping Center Properties …, page 8
 In future Exchange Act periodic reports, please disclose the percentage of revenue 1.
provided by each of your top tenants.

Item 2. Properties, page 15
 Please revi se your disclosure in future Exchange Act periodic reports to discuss whether 2.
you provide rent concessions or abatements and the impact of any concessions or
abatements.

Donald W. Barney
First Real Estate Investment Trust of New Jersey
March 21, 2013
Page 2

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 21

General
 In future Exchange Act periodic reports, for your commercial properties, please expand 3.
your disclosure of your leasing activities for the reported period to include a discussion of
the volume of new or renewed leases, tenant impr ovement costs, and leasing
commissions.   These should be presented on a per square foot basis .  Also, please
compare new rents on new and renewed leases to prior rent based on effective rent.   In
addition, to the extent you have material lease expirations in the next year, please include
disclosure regarding the relationship of rents on expiring leases to market rents.

Segment Information, page 24
 We note that you have provided disclosure regarding your net operating income.   In 4.
future Exchange Act periodic reports, please also provide disclosure regarding “same -
store” net operating income.   Please also include a clear description of how you calcula te
NOI.

Liquidity and Capital Resources, page 33

Contractual Obligations, page 34
 We note the disclosure of contractual obligations under your mortgage loans and 5.
construction loan as of October 31, 2012.  Please tell us, and provide disclosure in future
filings, your cash r equirements for interest on outstanding  long-term debt.  Refer to
footnote 46 of SEC  Interpretive Release 33 -8350.

Funds from Operations, page 35
 We note your disclosure of FFO.  Please address the following:  6.
a. It does not appear that yo u have presented FFO as defined by NAREIT.  Please
advise or revise future filings and provide us with an example of your proposed
disclosure to present FFO as defined by NAREIT.  You may present adjusted
FFO for any additional adjustments.  Adjusted FFO s hould be reconciled to FFO
as defined by NAREIT.
b. Please tell us how your disclosure complies with Item 10(e) of Regulation S -K.
Specifically, please tell us how you determined it was not necessary to provide a
statement disclosing the reasons why you believe the use of FFO provides useful
information.  Refer to Item 10(e)(1)(i)(C).

Donald W. Barney
First Real Estate Investment Trust of New Jersey
March 21, 2013
Page 3

 Item 15 . Exhibits, Financial Statements  and Schedules , page 40

(a) Financial Statements

Notes to Consolidated Financial Statements, page 47

Note 1 – Organization and significant accounting policies, page 47

Real estate development costs, page 48
 Please tell us how you account for costs capitalized where the underlying project is 7.
cancelled or postponed, and cite the applicable accounting literature relied upon.

We urg e 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 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

 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 Mark Rakip, Staff Accountant at 202.551.3573 or the undersigned at
202.551.3295  if you have questions regarding comments on the financial statements and related
matters.  Please contact  Stacie Gorman, Attorney -Adviser  at 202.551. 3585  or Tom Kluck, Legal
Branch Chief at 202.551.3233  with any other questions.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Senior Staff Accountant

July 21, 2010

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

Re: First Real Estate Investment Trust of New Jersey
 Form 10-K for the Fiscal Year Ended October 31, 2009
Filed January 14, 2010
 File No. 000-25043
 Dear Mr. Barney:
We have completed our review of your fili ng and do not have any further comments at
this time.
Sincerely,

Jennifer Gowetski Senior Counsel

CORRESP
1
filename1.htm

    corresp-109069_freit.htm

    Securities
and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
DC  20549

    Attention:  Jennifer
Gowetski, Senior Counsel

    Re:           First
Real Estate Investment Trust of New Jersey

    Form 10-K for the Fiscal Year Ended
October 31, 2009

    Filed January 14, 2010

    File No. 000-25043

    Dear Ms.
Gowetski:

    This
letter sets forth the responses of First Real Estate Investment Trust of New
Jersey (the “Trust”) to the comments of the Staff of the Division of Corporation
Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”), in the Staff’s comment letter dated June 15, 2010, with respect
to the Trust’s Definitive Proxy Statement for the 2010 Annual Meeting of
Shareholders (the “Proxy Statement”).  The Proxy Statement was mailed
to shareholders on or about March 1, 2010, and the Annual Meeting of
Shareholders was held on April 7, 2010.  Disclosures containing
information similar to the information set forth in the sample disclosures
presented below will be included in future filings by the Trust.

              DEFINITIVE PROXY
      STATEMENT

              Executive
      Compensation, page 14

              Fiscal 2009
      Compensation, page 15

              1.

              We
      note your response to comment 3 in our letter dated April 13, 2010 and the
      proposed revisions to your CD&A.  We continue to believe
      that you should explain why the compensation paid by other real estate
      investment trusts, the named executive officers’ duties, responsibilities
      and time spent towards your business and your financial condition resulted
      in the compensation paid to each named executive officer.  This
      discussion should address each named executive officer
      individually.  To the extent that you are benchmarking, please
      disclose the names of the other real estate investment trusts and discuss
      how you use these peer groups in benchmarking
      compensation.  Please provide us with sample disclosure and
      confirm that you will include similar disclosure in future
      filings.

              Response
      – The Trust proposes to include disclosure substantially similar to that
      set forth below, revised as marked to show changes made to the disclosure
      contained in the Proxy Statement, in future filings, with such further
      revisions as may be necessary to reflect then current facts and
      circumstances and to disclose any subsequent actions taken or policies
      adopted by the Board of Trustees with respect to matters relating to
      compensation.  The Trust has not increased compensation payable
      to its executive officers since 2007.

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

              Fiscal
      2009 Compensation

              With
      respect to feescompensation
      for the Executive Officers for the 2009 fiscal year, including with
      respect to both Mr. Hekemian in his capacity as Chairman of the Board and
      Chief Executive Officer, and Mr. Barney in his capacity as President,
      Treasurer and Chief Financial Officer, the Board of Trustees
      considered the
      following factors, among other things, : (i) feescompensation
      paid by other real estate investment trusts, both as a component
      of operating expenses and to ensure that the Trust’s compensation levels
      are competitive in the industry;, (ii) the duties
      and responsibilities of the Executive Officers and the value of the
      services provided by them, including the amount
      of time expended by them on the Trust’s business;, and (iii) the
      Trust’s operating results and financial
      condition, as well as the condition and prospects of the residential and
      commercial real estate markets.  The Board of Trustees
      reviews compensation paid by other real estate investment trusts in the
      most general way in view of the fact that unlike many other real estate
      investment trusts, the Trust’s executive officers do not spend full time
      in their respective positions.  Mr. Hekemian devotes
      approximately 70% of his business activities to the Trust, and, as a
      result of that commitment, the compensation paid to him is more than the
      amount paid to other executive officers of the Trust. Mr. Barney devotes
      approximately 15% of his business activities to the Trust, and Mr. Aiello
      devotes approximately 7% of his business activities to the Trust and the
      compensation paid to them reflects these circumstances. In addition, in
      determining compensation to be paid to Executive Officers, the Board of
      Trustees considered the size and scope of the Trust’s business and
      operations as reflected on its balance sheet and income statement in
      relationship to other real estate investment trusts.  See
      “Fiscal 2009 Compensation: Trustees” for amounts payable to Mr. Hekemian
      and Mr. Barney for services in their capacities as
      Trustees.  For the 2009 fiscal year, the Board of Trustees
      determined that the compensation paid to its Executive Officers would
      remain the same as in the prior year after taking into
      account the factors referenced in the preceding paragraph, including the
      adverse and uncertain economic climate in which the Trust is currently
      operating.

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

              ·

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

              ·

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

              ·

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

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

                Very
      truly yours,

                /s/ Robert S.
      Hekemian

                ROBERT
      S. HEKEMIAN

                Chairman
      of the Board and Chief Executive
Officer

    cc:           Erin
E. Martin

June 15, 2010
 Donald Barney Chief Financial Officer First Real Estate Investment Trust of New Jersey 505 Main Street
Hackensack, New Jersey 07601

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

Dear Mr. Barney:

We have reviewed your filing and have the following comments.  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 advi sing 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, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

DEFINITIVE PROXY STATEMENT

Executive Compensation, page 14

Fiscal 2009 Compensation, page 15
1. We note your response to comment 3 in our letter dated April 13, 2010 and the proposed
revisions to your CD&A.  We continue to  believe that you should explain why the
compensation paid by other real estate inve stment trusts, the named executive officers’
duties, responsibilities and time spent towa rds your business and your financial condition
resulted in the compensation paid to each na med executive officer.  This discussion should
address each named executive officer indi vidually.  To the extent that you are
benchmarking, please disclose the names of the other real estate i nvestment trusts and
discuss how you use these peer groups in be nchmarking compensation.  Please provide us
with sample disclosure and confirm that you will  include similar disclosu re in future filings.

Donald Barney
First Real Estate Investment Trust of New Jersey June 15, 2010 Page 2

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
ƒ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

ƒ 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

ƒ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.
  Please contact Erin E. Martin, Attorney-Advi sor, at (202) 551-3391 or me at (202) 551-
3401 with any other questions.

Sincerely,

Jennifer Gowetski Senior Counsel

CORRESP
1
filename1.htm

    corresp-108618_freit.htm

    Securities
and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
DC  20549

    Attention:  Jennifer
Gowetski, Senior Counsel

              Re:

              First
      Real Estate Investment Trust of New Jersey

                Form
      10-K for the Fiscal Year Ended October 31, 2009

                Filed
      January 14, 2010

                File
      No. 000-25043

    Dear Ms.
Gowetski:

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

              FORM 10-K FOR THE
      FISCAL YEAR ENDED OCTOBER 31, 2009

              Signatures, page
      38

              1.

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

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

              Exhibit Index, page
      59

              2.

              Refer
      to the Line of Credit Note with Provident Bank, which is included as
      Exhibit 10.6 to the Form 10-K.  We note that the agreement, as
      filed, appears to omit schedules and exhibits to the
      agreement.  Item 601(b)(10) of Regulation S-K requires you to
      file all material contracts in their entirety.  Please file the
      complete agreement with your next quarterly report or tell us why you
      believe this agreement is no longer material to
      investors.  Furthermore, with respect to the Agency Agreement
      filed as Exhibit 10.5, please tell us if you have incorporated this
      agreement from another filing and indicate where it can be located as it
      does not appear to have been filed with your Form 10-K.

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

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

              DEFINITIVE PROXY
      STATEMENT

              Executive
      Compensation, page 14

              Fiscal 2009
      Compensation, page 15

              3.

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

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

              Fiscal
      2009 Compensation

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

              Fiscal 2009
      Nonqualified Deferred Compensation, page 20

              4.

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

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

              Officers
      and/or Trustees Deferred Fee Plan

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

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

              ·

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

              ·

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

              ·

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

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

              Very
      truly yours,

              /s/ Robert S.
      Hekemian

              ROBERT
      S. HEKEMIAN

              Chairman
      of the Board and Chief Executive
Officer

    cc:           Erin
E. Martin

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010

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

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

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

 Signatures, page 38

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

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

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

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

DEFINITIVE PROXY STATEMENT

 Executive Compensation, page 14

 Fiscal 2009 Compensation, page 15

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

Fiscal 2009 Nonqualified Deferred Compensation, page 20

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

* * * * *

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

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

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

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

Jennifer Gowetski Senior Counsel

Mail Stop 4561         April 29, 2008  Mr. Robert S. Hekemian Chief Executive Officer First Real Estate Investment Trust of New Jersey 505 Main Street Hackensack, NJ 07601

Re: First Real Estate Investment Trust of New Jersey  Form 10-K
Filed January 14, 2008
 File No. 000-25043

Dear Mr. Hekemian:
 We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
Sincerely,

Michael McTiernan Special Counsel

cc: John A. Aiello, Esq. ( via facsimile )

CORRESP
1
filename1.htm

    corresp-92266_freit.htm

    April 22,
2008

    VIA
EDGAR TRANSMISSION

    Securities
and Exchange Commission

    Division
of Corporate Finance

    100 F
Street N.E.

    Washington,
DC  20549

              Attention:

              Michael
      McTiernan

              Kristina
      Aberg

              Mail Stop
      4561

              RE:

              First
      Real Estate Investment Trust of New
Jersey

              Form
      10-K

              Filed
      January 14, 2008

              File
      No. 000-25043

    Ladies
and Gentlemen:

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

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

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

              1.

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

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

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

              2.

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

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

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

              3.

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

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

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

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

        2

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

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

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

        3

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

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

              (i)

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

              (ii)

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

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

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

        4

    Exhibit
Index

              4.

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

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

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

              ·

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

              ·

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

              ·

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

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

              Very
      truly yours,

              /s/
      Robert S. Hekemian

              Robert
      S. Hekemian

              Chairman
      and Chief Executive Officer

              cc:

              Allan
      Tubin

              John
      A. Aiello, Esq.

    5

Mail Stop 4561         March 27, 2008  Mr. Robert S. Hekemian Chairman and Chief Executive Officer First Real Estate Investment Trust of New Jersey 505 Main Street Hackensack, NJ 07601

Re: First Real Estate Investment Trust of New Jersey
 Form 10-K
Filed January 14, 2008
 File No. 000-25043

Dear Mr. Hekemian:
 We have reviewed your response lett er dated March 14, 2008, and have the
following comments.  Please respond to our co mments within ten business days, or tell us
by that time when you will provide us with a response.  If the comments request revised
disclosure in future filings, please confir m in writing that you will comply with the
comments in your future filings and also ex plain to us how you intend to comply.  We
welcome any questions you may have about our  comments or any other aspect of our
review.   Item 10.  Directors, Executive Officers a nd Corporate Governance (incorporated by
reference from the proxy statement)
 1. Please revise your disclosure in future f ilings to note that any person, not just a
holder of record or beneficial owner of your shares, may request and will be
provided with a copy of your Code of Conduc t.  We refer you to Item 406(c)(3) of
Regulation S-K.
 Item 11.  Executive Compensation (incorporat ed by reference to the proxy statement)

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

Mr. Robert S. Hekemian
Chairman and Chief Executive Officer First Real Estate Investment Trust of New Jersey March 27, 2008 Page 2

Item 13.  Certain Relationships and Rela ted Transactions, Di rector Independence
(incorporated by reference to the proxy statement)
 3. We note your response to our prior comme nt 7.  Please provide us with an
expanded analysis as to why you believe these loans qualify as business loans
exempt from Section 13(k) of th e Securities Exchange Act of 1934.
 Exhibit Index

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

Please contact Kristina Aberg at (202) 551-3404 or me at (202) 551-3852 with
any questions on these comments.
Sincerely,

Michael McTiernan Special Counsel
 cc: John A. Aiello, Esq. ( via facsimile )

CORRESP
1
filename1.htm

    corresp-90714_freit.htm

    March
      14,
      2008

    VIA
      EDGAR TRANSMISSION

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    100
      F
      Street N.E.

    Washington,
      DC  20549

              Attention:

              Michael
                McTiernan
Kristina Aberg
Mail
                Stop
                4561

              RE:

              First
                Real Estate Investment Trust of New Jersey

              Form
                10-K

              Filed
                January 14, 2008

              File
                No. 000-25043

    Ladies
      and Gentlemen:

    This
      letter sets forth the responses of First Real Estate Investment Trust of New
      Jersey (the “Trust”) to the comments of the Staff of the Division of Corporation
      Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), in
      the Staff’s comment letter dated February 20, 2008, with respect to the Trust’s
      Form 10-K referenced above.

    The
      applicable comments and responses are set forth below.  The comment
      numbers correspond to the comment numbers set forth in the February 20, 2008
      letter issued by the Staff.  Terms used herein without definition,
      shall have the same meaning assigned to them in the Form 10-K.

    Cover
      Page

              1.

              Comment–
Please
                correct the file number on your Form 10-K cover page to reflect the
                accurate file number for your filings made pursuant to the Securities
                Exchange Act of 1934, as amended.  This may be located by
                accessing your filings on the SEC’s website at www.sec.gov.

    Response–
We
      have
      noted that our correct file number is “File No. 000-25043” and have made this
      correction beginning with a Current Report on Form 8-K which was filed with
      the
      SEC on March 10, 2008 and the Trust’s Quarterly Report on Form 10-Q which was
      filed with the SEC on March 11, 2008.

    Item
      1, Business, page
      3

              2.

              Comment–
Please
                include the disclosure required by Item 101(e) of Regulation S-K.

    Response–
The
      Trust
      historically has not had, nor does the Trust currently have, an Internet
      website.  The following disclosure was included as part of the Trust’s
      proxy statement, which was filed with the SEC on February 28, 2008:

    THE
      TRUST
      SUBMITS TO THE SECURITIES AND EXCHANGE COMMISSION AN ANNUAL REPORT ON FORM
      10-K.  AS THE TRUST DOES NOT CURRENTLY HAVE AN INTERNET WEBSITE,
      COPIES OF THE ANNUAL REPORT ON FORM 10-K, ALONG WITH THE TRUST’S OTHER PERIODIC
      AND CURRENT REPORTS FILED WITH THE SEC, INCLUDING ALL AMENDMENTS THERETO, WILL
      BE FURNISHED WITHOUT CHARGE UPON WRITTEN REQUEST RECEIVED FROM ANY HOLDER OF
      RECORD OR BENEFICIAL OWNER OF SHARES OF THE TRUST.  REQUESTS SHOULD BE
      DIRECTED TO SHAREHOLDER RELATIONS, FIRST REAL ESTATE INVESTMENT TRUST OF NEW
      JERSEY, 505 MAIN STREET, P.O. BOX 667, HACKENSACK, NEW JERSEY
      07602.

    The
      Trust
      acknowledges that regulations applicable to it require the Trust to create
      an
      Internet website to be available with respect to the 2009 proxy
      season.

    Item
      1A, Risk Factors, page
      9

              3.

              Comment–
Please
                include a separate discussion of risk factors under Item 1A.  We
                refer you to Item 503(c) of Regulation S-K and note that this disclosure
                should not be incorporated by reference to another section of your
                annual
                report on Form 10-K.  Please avoid merely identifying generic
                risks applicable to all real estate companies and instead identify
                how
                each risk affects you.

    Response–
A
      separate
      discussion of risk factors, including a discussion of how such risk factors
      specifically affect the Trust, has been included under Item 1A, “Risk Factors,”
in the Trust’s Quarterly Report on Form 10-Q which was filed with the SEC on
      March 11, 2008.  We
      will also include any material changes to this information in the Trust’s
      subsequent Quarterly Reports on Form 10-Q and the complete discussion of risk
      factors, revised as appropriate, in the Trust’s Annual Report on Form 10-K for
      its fiscal year ending October 31, 2008, and in subsequent Annual Reports on
      Form 10-K filed by the Trust.

    Item
      2, Properties, page
      10

              4.

              Comment–
Please
                revise your residential and commercial property tables to include
                average
                annual rent per unit or square foot, as the case may be.  In
                addition, with respect to your commercial portfolio, please include
                a
                10-year lease expiration table that includes number of tenants, square
                footage covered by expiring leases, annual rent of such leases and
                the
                percentage of total annual rent represented by such leases.

    Response–
The
      additional information requested by the Staff has been included under Item
      2,
“Management’s Discussion and Analysis of Financial Condition and Results of
      Operations,” in the Trust’s Quarterly Report on Form 10-Q which was filed with
      the SEC on March 11, 2008.  We will also include this information,
      updated as may be necessary or appropriate, under “Management’s Discussion and
      Analysis of Financial Condition and Results of Operations” in the Trust’s
      subsequent Quarterly Reports on Form 10-Q for its fiscal year ending October
      31,
      2008 and Annual Reports on Form 10-K, commencing with the Trust’s Annual Report
      on Form 10-K for the fiscal year ending October 31, 2008.

    Item
      5, Market for
      Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities

    Securities
      Authorized for
      Issuance Under Equity Compensation Plans, page 13

              5.

              Comment–
Please
                include the disclosure required by Item 201(d) and (e) of Regulation
                S-K.  Please note that information required to be disclosed in
                Part II of Form 10-K may not be incorporated by reference to your
                annual
                meeting proxy statement.  We refer you to Instruction G to Form
                10-K.

    Response–
The
      Answer
      to Question 4.01 of the “Questions and Answers of General Applicability” (Last
      Updated: March 13, 2007) (www.sec.gov/divisions/corpfin/

    guidance/execcomp201interp.htm)
      provides as follows:

    Answer:
      The Item 201(d)
      disclosure should be included in Part III, Item 12 of Form 10-K. An issuer
      may
      rely on General Instruction G.3. to Form 10-K to incorporate by reference the
      Item 201(d) disclosure from its proxy statement or information statement, even
      if the issuer did not submit a compensation plan for security holder action
      at
      its annual meeting of security holders. See interpretive letter
      to
American
      Bar
      Association (Jan. 30, 2004). [March 13, 2007]

    In
      accordance therewith, we have relied on General Instruction G.3. to Form 10-K
      and have incorporated by reference from our proxy statement, which was filed
      with the SEC on February 28, 2008, the Item 201(d) disclosure for purposes
      of
      our response to Part III, Item 12 of Form 10-K.

    Instruction
      7 to Item 201 of Regulation S-K (as well as the Answer to Question 5.05 of
      the
“Questions and Answers of General Applicability”) provides that the
      performance graph required by Item 201(e) need not be provided in any filings
      other than an annual report to security holders that precedes or accompanies
      a
      registrant’s proxy statement relating to an annual meeting of security holders
      at which directors are to be elected.  In accordance therewith, we
      have included the disclosure required by Item 201(e) in our annual report to
      shareholders to be delivered along with our proxy statement which was filed
      with
      the SEC on February 28, 2008.

    Item
      7, Management’s
      Discussion and Analysis

    Overview,
      page
      15

              6.

              Comment–
Please
                expand your discussion on page 15 to discuss any known trends regarding
                the factors identified that may have a material detrimental impact
                on your
                revenue, earnings and cash flow.  We refer you to Item 303 of
                Regulation S-K and SEC Release No. 33-8350.

    Response–
An
      expanded
      discussion with respect to known trends regarding the factors identified that
      may have a material impact on the Trust’s revenue, earnings and cash flow,
      consistent with Item 303 of Regulation S-K and SEC Release No. 33-8350, has
      been
      included under Item 2, “Management’s Discussion and Analysis of Financial
      Condition and Results of Operations,” in the Trust’s Quarterly Report on Form
      10-Q which was filed with the SEC on March 11, 2008.  We will continue
      to address and provide a reasonably detailed discussion regarding such trends,
      as applicable, under “Management’s Discussion and Analysis of Financial
      Condition and Results of Operations” in the Trust’s subsequent Quarterly Reports
      on Form 10-Q and Annual Reports on Form 10-K pursuant to the requirements of
      Regulation S-K and guidance issued by the Staff.

    Net
      Investment Income, page
      21

              7.

              Comment–
Please
                advise us how the loans made to family members of Robert S. Hekemian
                comply with Section 13(k) of the Exchange Act.

    Response–
Section
      13(k) of the Exchange Act prohibits “personal loans” to or for any director or
      executive officer (or equivalent thereof) of an issuer.  Because the
      loans made to the employees of Hekemian & Co., Inc. (“Hekemian & Co.”),
      including the adult sons and brother-in-law of Robert S. Hekemian, were for
      a
      business purpose, such loans are not prohibited by Section 13(k) of the Exchange
      Act.

    Robert
      S.
      Hekemian, Chairman of the Board and Chief Executive Officer of the Trust, and
      his adult sons, Robert S. Hekemian, Jr., Trustee of the Trust, Bryan S. Hekemian
      and David B. Hekemian, are the sole shareholders of Hekemian & Co., Inc.
      (“Hekemian & Co.”).  Hekemian & Co. serves as managing agent
      for the Trust and currently manages all properties owned by the Trust and
      certain subsidiaries or affiliates of the Trust, with one
      exception.

    Further,
      Hekemian & Co. is not required to offer potential acquisition properties
      exclusively to the Trust before acquiring those properties for Hekemian &
Co.’s own account or for the account of others, including shareholders and
      employees of Hekemian & Co.

    Section
      13(k) specifically provides that it shall be unlawful for any issuer, directly
      or indirectly, including through any subsidiary, to extend or maintain credit,
      to arrange for the extension of credit, or to renew an extension of credit,
      in
      the form of a personal loan to or for any director or executive officer (or
      equivalent thereof) of that issuer.  The prohibition in Section 13(k)
      applies to an extension of credit in the form of a “personal loan.”

    A
      loan is
      not a “personal loan” if the primary purpose of the loan, from the perspective
      of the issuer, is to advance the business of the issuer (other than merely
      benefiting employees and directors of the issuer).  Because Hekemian
& Co. is under no obligation to bring investment opportunities to the Trust,
      in order to induce Hekemian & Co. to bring such investment opportunities to
      the Trust, and thereby advance the business of the Trust and the overall value
      provided to its shareholders, the loans to principals of Hekemian & Co.,
      including family members of Robert S. Hekemian, were deemed necessary and for
      a
      legitimate “business purpose.”  Consequently, such loans fall outside
      the prohibitions contained in Section 13(k).

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

              ·

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

              ·

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

              ·

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

    Inasmuch
      as disclosure responsive to all of the Staff’s comments (other than with respect
      to Comment 7 which is addressed herein) has been included in the Trust’s proxy
      statement, annual report to shareholders or Quarterly Report on Form 10-Q for
      the quarter ended January 31, 2008, the Trust does not believe that it is
      necessary to amend its Annual Report on Form 10-K for the fiscal year ended
      October 31, 2007 and respectfully requests that the Staff concur in this
      position.

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

              Very
                truly yours,

            First
              Real Estate
              Investment Trust of New Jersey

              By:
                /s/ Robert S.
                Hekemian

              Robert
                S. Hekemian

              Chairman
                and Chief Executive Officer

    cc:
      Allan Tubin

    John
      A. Aiello, Esq.

Mail Stop 4561         February 20, 2008  Mr. Robert S. Hekemian Chief Executive Officer First Real Estate Investment Trust of New Jersey 505 Main Street Hackensack, NJ 07601

Re: First Real Estate Investment Trust of New Jersey  Form 10-K
Filed January 14, 2008
 File No. 000-25043

Dear Mr. Hekemian:
 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.
 Cover Page

1. Please correct the file number on your Form 10-K cover page to reflect the
accurate file number for your filings made  pursuant to the Securities Exchange
Act of 1934, as amended.  This may be located by accessing your filings on the
SEC’s website at www.sec.gov.
 Item 1, Business, page 3

 2. Please include the disclosu re required by Item 101(e) of Regulation S-K.

Mr. Robert S. Hekemian
Chief Executive Officer First Real Estate Investment Trust of New Jersey February 20, 2008 Page 2

Item 1A, Risk Factors, page 9

 3. Please include a separate discussion of ri sk factors under Item 1A.  We refer you
to Item 503(c) of Regulation S-K and not e that this disclosure should not be
incorporated by reference to another sect ion of your annual report on Form 10-K.
Please avoid merely identifying generic ri sks applicable to all real estate
companies and instead identify how each risk affects you.

Item 2, Properties, page 10

 4. Please revise your residential and commerc ial property tables to include average
annual rent per unit or square foot, as th e case may be.  In addition, with respect
to your commercial portfolio, please include  a 10-year lease expiration table that
includes number of tenants, square f ootage covered by expiring leases, annual
rent of such leases and th e percentage of total annual rent represented by such
leases.
 Item 5, Market for Registrant’s Common Equ ity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
 Securities Authorized for Issuance Unde r Equity Compensation Plans, page 13

5. Please include the disclosure  required by Item 201(d) a nd (e) of Regulation S-K.
Please note that information required to be disclosed in Part II of Form 10-K may
not be incorporated by reference to your  annual meeting proxy statement.  We
refer you to Instruction G to Form 10-K.
 Item 7, Management’s Discussion and Analysis

 Overview, page 15

 6. Please expand your discussion on page 15 to  discuss any known trends regarding
the factors identified that may have a material detrimental impact on your
revenue, earnings and cash flow.  We refer you to Item 303 of Regulation S-K
and SEC Release No. 33-8350.
 Net Investment Income, page 21

 7. Please advise us how the loans made to family members of Robert S. Hekemian
comply with Section 13(k) of the Exchange Act.

Mr. Robert S. Hekemian
Chief Executive Officer First Real Estate Investment Trust of New Jersey February 20, 2008 Page 3

 As appropriate, please amend your filing and respond to these comments within
ten (10) business days or tell us when you will provide us with a response.  You may
wish to provide us with marked copies of th e amendment to expedite our review.  Please
furnish a cover letter with your amendment th at keys your responses to our comments
and provides any requested information.  Deta iled cover letters greatly facilitate our
review.  Please understand that we may have  additional 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.     You may contact Kristina Aberg at (202) 551-3404 or me at (202) 551-3852 with
any questions.
Sincerely,

Michael McTiernan Special Counsel