8-A12B/A

                                 AMENDMENT NO. 1

                                       TO

                                    FORM 8-A


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                FOR REGISTRATION OF CERTAIN CLASSES OR SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                         URSTADT BIDDLE PROPERTIES INC.
             (Exact name of registrant as specified in its charter)

            MARYLAND                                     04-2458042
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

       321 RAILROAD AVENUE
   GREENWICH, CONNECTICUT 06830                             06830
(Address of principal executive offices)                  (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                               Name of each exchange on which
to be so registered                               each class is to be registered
- -------------------                               ------------------------------
SERIES C SENIOR CUMULATIVE PREFERRED STOCK,        NEW YORK STOCK EXCHANGE, INC.
PAR VALUE $.01 PER SHARE


If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]

If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]


Securities Act registration statement file number to which this form relates:


Securities to be registered pursuant to Section 12(g) of the Act:  None.





                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.


         The following description of certain provisions of our Series C
preferred stock is intended as a summary only, and you should read this
description together with the complete text of our charter and the articles
supplementary of our Series C preferred stock, which are exhibits to this
registration statement. The capitalized terms used but not otherwise defined in
this registration statement have the respective meanings given to them in the
articles supplementary.

GENERAL

         Under our charter, we are authorized to issue up to 20,000,000 shares
of preferred stock in one or more series, with such designations, powers,
preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends or other distributions, qualifications and terms or
conditions of redemption, in each case, if any, as are permitted by Maryland law
and as our Board of Directors may determine by adoption of an amendment to our
charter without any further vote or action by our stockholders. We currently
have 150,000 shares of Series B preferred stock outstanding and 400,000 shares
of Series C preferred stock outstanding.

         On May 29, 2003, we issued 400,000 shares of our Series C preferred
stock in a private placement. The holders of our Series C preferred stock have
no preemptive rights with respect to any shares of our capital stock or any of
our other securities convertible into or carrying rights or options to purchase
any shares of our capital stock.

         We currently have reserved 150,000 shares of Series A Participating
preferred stock, $0.01 par value (the "Series A preferred stock"), for issuance
pursuant to a rights agreement, dated March 12, 1997, as amended, between our
Company and The Bank of New York, as rights agent. Under the rights agreement,
one right to purchase 1/100th of a share of Series A preferred stock (structured
so as to be substantially the equivalent of one share of our common stock or our
Class A common stock, as applicable) is attached to each issued and outstanding
share of our common stock and to each issued and outstanding share of our Class
A common stock. The rights are not exercisable and are attached to, and may not
trade separately from, our common stock or Class A common stock, as applicable,
and the Series A preferred stock will not be issued, unless certain
change-in-control events occur. In the event that the rights become exercisable,
the Series A preferred stock will rank junior to our Series C preferred stock as
to dividends and amounts distributed upon liquidation.

MATURITY

         Our Series C preferred stock has no stated maturity and is not subject
to any sinking fund or mandatory redemption.

RANK

         Our Series C preferred stock ranks, with respect to dividend rights and
rights upon our liquidation, dissolution or winding up:

    o   senior to our common stock and Class A common stock and to all other
        equity securities we issue ranking junior to our Series C preferred
        stock with respect to dividend rights or rights upon our liquidation,
        dissolution or winding up, including the Series A preferred stock, if
        and when issued;

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    o   on a parity with our Series B preferred stock and with all other equity
        securities we issue the terms of which specifically provide that such
        equity securities rank on a parity with our Series C preferred stock
        with respect to dividend rights or rights upon our liquidation,
        dissolution or winding up; and

    o   junior to all our existing and future indebtedness.

         Without the affirmative vote or consent of at least two-thirds of the
outstanding Series C preferred stock, we may not issue any equity securities
which rank senior to our Series C preferred stock with respect to dividend
rights or rights upon our liquidation, dissolution, or winding up. The term
"equity securities" does not include convertible debt securities, which rank
senior to our Series C preferred stock prior to conversion.

DIVIDENDS

         Holders of shares of our Series C preferred stock are entitled to
receive, when and as declared by our Board of Directors, out of our funds
legally available for the payment of dividends, preferential cumulative cash
dividends at the rate of 8.5% per annum of the Liquidation Preference. If we
violate the fixed charge coverage ratio covenant or the capitalization ratio
covenant, and fail to cure the violation on or before the second succeeding
dividend payment date, the initial dividend yield will be increased to 2.0% over
the initial dividend yield (the "first default dividend yield") as of that
second succeeding dividend payment date. If we remain in violation of either the
fixed charge ratio covenant or the capitalization ratio covenant on four
consecutive dividend payment dates subsequent to the initial violation of either
covenant, the initial dividend yield will increase to the greater of (a) the
discount rate (as defined below) plus 7.0% or (b) 15% (the "second default
dividend yield") as of that fourth consecutive dividend payment date. See "-
Covenants." The first default dividend yield and the second default dividend
yield will revert back to the initial dividend yield if we remain in compliance
with the fixed charge coverage ratio covenant and the capitalization ratio
covenant on two consecutive dividend payment dates after the first default
dividend yield or second default dividend yield takes effect.

         These dividends are cumulative from May 29, 2003, the date of original
issue, and are payable quarterly in arrears on January 31, April 30, July 31 and
October 31 of each year, or, if not a business day, the next succeeding business
day, for the quarterly periods ended January 31, April 30, July 31 and October
31, as applicable. A dividend payable on our Series C preferred stock for any
partial dividend period is computed on the basis of a 360-day year consisting of
twelve 30-day months. Dividends are payable to holders of record as they appear
in our stockholder records at the close of business on the applicable record
date determined each quarter by our Board of Directors, as provided by the
Maryland General Corporation Law.

         We will not declare dividends on our Series C preferred stock or pay or
set aside for payment dividends on our Series C preferred stock at any time if
the terms and provisions of any agreement of our Company, including any
agreement relating to our indebtedness, prohibits the declaration, payment or
setting aside for payment or provides that the declaration, payment or setting
apart for payment would constitute a breach or a default under the agreement, or
if the declaration or payment is restricted or prohibited by law.

         Notwithstanding the foregoing, dividends on our Series C preferred
stock accrue whether or not we have earnings, whether or not there are funds
legally available for the payment of those dividends and whether or not those
dividends are declared. Accrued but unpaid dividends on our Series C preferred
stock do not bear interest and holders of our Series C preferred stock are not
entitled to any distributions in excess of full cumulative distributions
described above.

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         Except as described in the next sentence, we will not declare or pay or
set apart for payment dividends on any of our capital stock ranking, as to
dividends, on a parity with or junior to our Series C preferred stock (other
than a dividend in shares of our common stock or Class A common stock or in
shares of any other class of stock ranking junior to our Series C preferred
stock as to dividends and upon liquidation) for any period unless full
cumulative dividends on our Series C preferred stock for all past dividend
periods and the then current dividend period have been or contemporaneously are
declared and paid or declared and a sum sufficient for the payment thereof is
set apart for such payment. When we do not pay dividends in full (or we do not
set apart a sum sufficient to pay them in full) upon our Series C preferred
stock and the shares of any other series of preferred stock ranking on a parity
as to dividends with our Series C preferred stock, we will declare all dividends
upon our Series C preferred stock and any other series of preferred stock
ranking on a parity as to dividends with our Series C preferred stock
proportionately so that the amount of dividends declared per share of Series C
preferred stock and such other series of preferred stock will in all cases bear
to each other the same ratio that accrued dividends per share on our Series C
preferred stock and such other series of preferred stock (which will not include
any accrual in respect of unpaid dividends for prior dividend periods if such
preferred stock does not have a cumulative dividend) bear to each other.

         Except as described in the immediately preceding paragraph, unless full
cumulative dividends on our Series C preferred stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof is set apart for payment for all past dividend periods and the
then current dividend period, we will not declare or pay or set aside for
payment dividends (other than on shares of our common stock or Class A common
stock or other shares of capital stock ranking junior to our Series C preferred
stock as to dividends and upon liquidation) or declare or make any other
distribution on our common stock or Class A common stock, or any other capital
stock ranking junior to or on a parity with our Series C preferred stock as to
dividends or upon liquidation, nor will we redeem, purchase or otherwise acquire
for any consideration, or pay or make available any monies for a sinking fund
for the redemption of, any of our shares of common stock or Class A common stock
or any other shares of our capital stock ranking junior to or on a parity with
our Series C preferred stock as to dividends or upon liquidation (except by
conversion into or exchange for our other capital stock ranking junior to our
Series C preferred stock as to dividends and upon liquidation or redemption for
the purpose of preserving our qualification as a REIT).

         Holders of shares of our Series C preferred stock are not entitled to
any dividend, whether payable in cash, property or stock, in excess of full
cumulative dividends on our Series C preferred stock as described above. Any
dividend payment made on shares of our Series C preferred stock is first
credited against the earliest accrued but unpaid dividend due with respect to
those shares which remains payable. So long as no dividends are in arrears, we
are entitled at any time and from time to time to repurchase shares of Series C
preferred stock in open-market transactions duly authorized by our Board of
Directors and effected in compliance with applicable laws.

LIQUIDATION PREFERENCE

         Upon any voluntary or involuntary liquidation, dissolution or winding
up of our affairs, the holders of shares of Series C preferred stock are
entitled to be paid out of our assets legally available for distribution to our
stockholders a liquidation preference of $100 per share (the "Liquidation
Preference"), plus an amount equal to any accrued and unpaid dividends to the
date of payment, but without interest, before any distribution of assets may be
made to holders of our common stock or Class A common stock or any other class
or series of our capital stock ranking junior to our Series C preferred stock as
to liquidation rights. However, the holders of the shares of Series C preferred
stock are not entitled to receive the liquidating distribution described above
until the liquidation preference of any other series or class of our capital
stock hereafter issued ranking senior as to liquidation rights to our

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Series C preferred stock has been paid in full. The holders of Series C
preferred stock and all series or classes of our capital stock ranking on a
parity as to liquidation rights with our Series C preferred stock are entitled
to share proportionately, in accordance with the respective preferential amounts
payable on such capital stock, in any distribution (after payment of the
liquidation preference of any of our capital stock ranking senior to our Series
C preferred stock as to liquidation rights) which is not sufficient to pay in
full the aggregate of the amounts of the liquidating distributions to which they
would otherwise be respectively entitled. Holders of Series C preferred stock
are entitled to written notice of any liquidation. After payment of the full
amount of the liquidating distributions to which they are entitled, the holders
of Series C preferred stock have no right or claim to any of our remaining
assets. Our consolidation or merger with or into any other corporation, trust or
entity or of any other corporation with or into the Company, or the sale, lease
or conveyance of all or substantially all of our property or business, is not
deemed to constitute our liquidation, dissolution or winding up.

         Our charter provides that, in determining whether a distribution to
holders of Series C preferred stock (other than upon voluntary or involuntary
liquidation) by dividend, redemption or other acquisition of shares of our stock
or otherwise is permitted under the Maryland General Corporation Law, no effect
will be given to amounts that would be needed, if we were to be dissolved at the
time of the distribution, to satisfy the preferential rights upon distribution
of holders of shares of our stock whose preferential rights upon dissolution are
superior to those receiving the distribution.

RATING

         Our Series C preferred stock has been rated BB by Fitch Ratings. A
security rating is not a recommendation to buy, sell or hold securities and may
be subject to revision or withdrawal at any time by the assigning rating
organization.

REDEMPTION

         Except in certain circumstances relating to the preservation of our
qualification as a REIT under the Internal Revenue Code, and to a change in
control, our Series C preferred stock is not redeemable before May 29, 2013 (the
"tenth anniversary date"). See "- Change of Control." However, in order to
ensure that we remain qualified as a REIT for federal income tax purposes, we
have the right to purchase from a holder of shares of Series C preferred stock
at any time any shares of Series C preferred stock in excess of 7.5% of the
value of our outstanding capital stock. See "- Restrictions on Ownership and
Transfer." On and after the tenth anniversary date, we may, at our option, upon
not less than 30 nor more than 60 days' written notice, redeem shares of our
Series C preferred stock, in whole or in part, at any time or from time to time,
for cash at a redemption price of $100 per share, plus all accrued and unpaid
dividends to the date fixed for redemption (except with respect to shares of
Series C preferred stock which have been converted into shares of excess stock
pursuant to our charter), without interest. Holders of Series C preferred stock
to be redeemed will be required to surrender our Series C preferred stock at the
place designated in such notice and will be entitled to the redemption price and
any accrued and unpaid dividends payable upon the redemption following surrender
of the preferred stock. If we have given notice of redemption of any shares of
Series C preferred stock and if we have set aside the funds necessary for the
redemption in trust for the benefit of the holders of any shares of Series C
preferred stock so called for redemption, then from and after the redemption
date dividends will cease to accrue on such shares of Series C preferred stock,
the shares of Series C preferred stock will no longer be deemed outstanding and
all rights of the holders of the shares will terminate, except the right to
receive the redemption price. If less then all of the outstanding shares of
Series C preferred stock is to be redeemed, our Series C preferred stock to be
redeemed will be selected proportionately (as nearly as may be practicable
without creating fractional shares) or by any other equitable method we
determine.

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         Unless we have declared and paid, we are contemporaneously declaring
and paying, or we have declared and set aside a sum sufficient for the payment
of the full cumulative dividends on all shares of Series C preferred stock for
all past dividend periods and the then current dividend period, we may not
redeem any Series C preferred stock unless we simultaneously redeem all
outstanding shares of Series C preferred stock and we will not purchase or
otherwise acquire directly or indirectly any shares of Series C preferred stock
(except by exchange for shares of our capital stock ranking junior to our Series
C preferred stock as to dividends and upon liquidation). Notwithstanding the
foregoing, we may purchase excess stock in order to ensure that we continue to
meet the requirements for qualification as a REIT or any purchase or exchange
offer made on the same terms to holders of all outstanding shares of Series C
preferred stock. So long as no dividends are in arrears, we are entitled at any
time and from time to time to repurchase shares of Series C preferred stock in
open-market transactions duly authorized by our Board of Directors and effected
in compliance with applicable laws.

         We will give notice of redemption by publication in a newspaper of
general circulation in the City of New York, such publication to be made once a
week for two successive weeks commencing not less than 30 nor more than 60 days
prior to the redemption date. We will mail a similar notice, postage prepaid,
not less than 30 nor more than 60 days prior to the redemption date, addressed
to the respective holders of record of our Series C preferred stock to be
redeemed at their respective addresses as they appear on our stock transfer
records. No failure to give such notice or any defect in the notice or in the
mailing of the notice will affect the validity of the proceedings for the
redemption of any shares of Series C preferred stock except as to a holder to
whom notice was defective or not given. Each notice will state:

    o   the redemption date;

    o   the redemption price;

    o   the number of shares of Series C preferred stock to be redeemed;

    o   the place or places where our Series C preferred stock is to be
        surrendered for payment of the redemption price; and

    o   that dividends on the shares to be redeemed will cease to accrue on such
        redemption date.

         If we redeem less than all of our Series C preferred stock held by any
holder, the notice mailed to such holder will also specify the number of shares
of Series C preferred stock held by such holder to be redeemed.

         Immediately prior to any redemption of Series C preferred stock, we
will pay, in cash, any accumulated and unpaid dividends through the redemption
date, unless a redemption date falls after the applicable dividend record date
and prior to the corresponding dividend payment date, in which case each holder
of Series C preferred stock at the close of business on the applicable dividend
record date is entitled to the dividend payable on such shares on the
corresponding dividend payment date notwithstanding the redemption of such
shares before the dividend payment date.

CHANGE OF CONTROL

         In the event of a change of control of the Company, each holder of
shares of Series C preferred stock has the right, at the holder's option, to
require us to repurchase all or any part of the holder's Series C preferred
stock for cash at a repurchase price of $100 per share, plus all accrued and
unpaid dividends, if any, up to the date fixed for repurchase (except with
respect to shares of Series C

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preferred stock which have been converted into shares of excess stock pursuant
to our charter), without interest pursuant to the procedures described below
(the "change of control put option"), subject to the Maryland General
Corporation Law.

         In connection with any change of control, we will be required to mail
to each holder of shares of Series C preferred stock, not later than the date of
the occurrence of the change of control, a notice of such occurrence, which will
specify the purchase price and the purchase date, which will be no fewer than 30
business days and no more than 40 business days from the date the notice is
mailed (the "put option payment date"), and describe the procedure that must be
followed by the holder to tender the holder's shares of Series C preferred
stock. We will be required to deliver a copy of this notice to each record and
known beneficial holder of shares of Series C preferred stock as of the date
that is 15 days prior to the date the notice is mailed. To exercise the change
of control put option, a holder of shares of Series C preferred stock must
deliver, on or before the third business day preceding the put option payment
date, written notice to us (or to a paying agent designated by us for such
purpose) of the holder's exercise of the change of control put option,
indicating the number of shares of Series C preferred stock to be repurchased by
us. Holders of shares of Series C preferred stock will be entitled to withdraw,
in whole or in part, any tender of shares of Series C preferred stock pursuant
to an exercise of the change of control put option by delivering to us (or to a
paying agent designated by us for such purpose), on or before the second
business day preceding the put option payment date, a telegram, telex, facsimile
transmission or letter stating the name of the holder, the number of shares of
Series C preferred stock initially to be delivered for purchase, and a statement
that the holder is withdrawing its exercise of the change of control put option
as to all or part of the tendered shares of Series C preferred stock.

         In the event of a change of control of the Company, we will have the
right, at our option, to redeem all or any part of the shares of each holder of
Series C preferred stock at (a) before the tenth anniversary date, the
make-whole price (as defined below) as of the date fixed for redemption (except
with respect to shares of Series C preferred stock converted into shares of
excess stock pursuant to our charter) and (b) on or after the tenth anniversary
date, the redemption price of $100 per share, plus all accrued and unpaid
dividends, if any, up to the date fixed for redemption (except with respect to
shares of Series C preferred stock converted into shares of excess stock
pursuant to our charter), in each case pursuant to the procedures applicable to
other redemptions of shares of Series C preferred stock. See "- Redemption."

         We will comply, to the extent applicable, with Sections 13 and 14 of
the Exchange Act and the provisions of Regulation 14E promulgated thereunder and
any other securities laws and regulations applicable to a repurchase of our
Series C preferred stock pursuant to a change of control.

VOTING RIGHTS

         Holders of our Series C preferred stock do not have any voting rights,
except as described below.

         Whenever dividends on any shares of Series C preferred stock are in
arrears for three or more consecutive or non-consecutive quarterly periods
within any five-year period a preferred dividend default will exist, the number
of directors then constituting our Board of Directors will be increased by two
(if not already increased by reason of a similar arrearage with respect to any
parity preferred as defined below), and the holders of the shares of Series C
preferred stock (subject to certain restrictions in the case of any regulated
person (as defined below)) will be entitled to vote separately as a class with
all other series of preferred stock ranking on a parity with our Series C
preferred stock as to dividends or upon liquidation and upon which like voting
rights have been conferred and are exercisable, including, in that instance, our
Series B preferred stock ("parity preferred"), in order to fill the newly
created

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vacancies, for the election of a total of two additional directors of the
Company (the "preferred stock directors") at a special meeting called by us at
the request of holders of record of at least 20% of our Series C preferred stock
or the holders of record of at least 20% of any series of parity preferred so in
arrears (unless the request is received less than 90 days before the date fixed
for the next annual or special meeting of stockholders) or at the next annual
meeting of stockholders, and at each subsequent annual meeting until all
dividends accumulated on the shares of Series C preferred stock and parity
preferred for the past dividend periods and the dividend for the then current
dividend period are fully paid or declared and a sum sufficient for payment has
been set aside to pay them. In the event our directors are divided into classes,
each vacancy will be apportioned among the classes of directors to prevent
stacking in any one class and to insure that the number of directors in each of
the classes of directors are as nearly equal as possible.

         Each preferred stock director, as a qualification for election (and
regardless of how elected), will submit to our Board of Directors a duly
executed, valid, binding and enforceable letter of resignation from the Board of
Directors, to be effective upon the date upon which all dividends accumulated on
the shares of Series C preferred stock and parity preferred for the past
dividend periods and the dividend for the then current dividend period are fully
paid or declared and a sum sufficient for payment has been set aside to pay them
at which time the terms of office of all persons elected as preferred stock
directors by the holders of our Series C preferred stock and any parity
preferred will, upon the effectiveness of their respective letters of
resignation, terminate, and the number of directors then constituting the Board
of Directors will be reduced accordingly. A quorum for any meeting will exist if
at least a majority of the outstanding shares of Series C preferred stock and
shares of parity preferred are represented in person or by proxy at the
meetings.

         The preferred stock directors will be elected upon the affirmative vote
of a plurality of the shares of Series C preferred stock and the parity
preferred present and voting in person or by proxy at a duly called and held
meeting at which a quorum is present. If and when all accumulated dividends and
the dividend for the then current dividend period on our Series C preferred
stock are paid in full or declared and set aside for payment in full, the
holders of Series C preferred stock will be divested of the foregoing voting
rights (subject to revesting in the event of each and every preferred dividend
default).

         Any preferred stock director may be removed at any time with or without
cause by, and will not be removed otherwise than by the vote of, the holders of
record of a majority of the outstanding shares of Series C preferred stock when
they have the voting rights described above (voting separately as a class with
all series of parity preferred). So long as a preferred dividend default
continues, any vacancy in the office of a preferred stock director may be filled
by written consent of the preferred stock director remaining in office, or if
none remains in office, by a vote of the holders of record of a majority of the
outstanding shares of Series C preferred stock when they have the voting rights
described above (voting separately as a class with all series of parity
preferred). The preferred stock directors will each be entitled to one vote per
director on any matter properly coming before our Board of Directors.

         Notwithstanding the preceding paragraph, any and all shares of Series C
preferred stock owned by a regulated person which exceed 4.9% of the total
issued and outstanding shares of Series C preferred stock will not be entitled
to vote for the election of preferred stock directors (and will not be counted
for purposes of determining the percentage of holders of Series C preferred
stock necessary to call the special meeting described above or whether a quorum
is present at the special meeting or for any other similar purpose described
above) so long as those shares are owned by a regulated person.

         So long as any shares of Series C preferred stock remain outstanding,
we will not, without the affirmative vote or consent of the holders of at least
two-thirds of the shares of our Series C preferred stock outstanding at the
time, given in person or by proxy, either in writing or at a meeting

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(voting separately as a class):

    o   voluntarily terminate our status as a REIT;

    o   enter into or undertake any senior obligations (as defined below) at any
        time during which we are in violation of the fixed charge coverage ratio
        covenant or the capitalization ratio covenant; or

    o   amend, alter or repeal the provisions of our charter or the articles
        supplementary, whether by merger, consolidation or otherwise (an
        "Event"), so as to materially and adversely affect any preferences,
        conversion and other rights, voting powers, restrictions, limitations as
        to dividends, qualifications, and terms and conditions of redemption of
        our Series C preferred stock or the holders our Series C preferred
        stock.

        However, without the affirmative vote or consent of each holder of
        shares of our Series C preferred stock outstanding at the time, no
        amendment, alteration or repeal of the provisions of our charter or of
        the articles supplementary may be made that will (w) reduce the number
        of shares of our Series C preferred stock required to consent to certain
        amendments, alterations or repeals of our charter or the articles
        supplementary, (x) reduce the initial dividend yield or the Liquidation
        Preference or change the method of calculation of the first default
        dividend yield, the second default dividend yield, or the make-whole
        price, (y) change the payment date for payment of dividends with respect
        to our Series C preferred stock or change the period with respect to
        which such dividends are paid, or (z) alter or modify the rights of any
        holder of Series C preferred stock arising under certain provisions of
        the articles supplementary described in "- Change of Control." With
        respect to the occurrence of any Event described above, so long as our
        Series C preferred stock (or any equivalent class or series of stock
        issued by the surviving corporation in any merger or consolidation to
        which we became a party) remains outstanding with the terms thereof
        materially unchanged, the occurrence of any such Event will not be
        deemed to materially and adversely affect any preferences, conversion
        and other rights, voting powers, restrictions, limitations as to
        dividends, qualifications, and terms and conditions of redemption of
        holders of our Series C preferred stock. Any increase in the amount of
        the authorized preferred stock or the creation or issuance of any other
        series of preferred stock, or any increase in the amount of the
        authorized shares of such series, in each case ranking on a parity with
        or junior to our Series C preferred stock with respect to payment of
        dividends or the distribution of assets upon our liquidation,
        dissolution or winding up, or the issuance of additional shares of
        Series C preferred stock or up to 100 additional shares of Series B
        preferred stock will not be deemed to materially and adversely affect
        any preferences, conversion and other rights, voting power,
        restrictions, limitations as to dividends, qualifications, and terms and
        conditions of redemption.

         So long as any shares of Series C preferred stock remain outstanding
and any holder of our Series C preferred stock as of the date of its issuance
continues to hold, beneficially or of record, at least 75% of the number of
shares of Series C preferred stock which the holder owns, beneficially or of
record, as of the date of its issuance, we will not without the affirmative vote
or consent of the holders of at least 85% of the shares of our Series C
preferred stock outstanding at the time, given in person or by proxy, either in
writing or at a meeting (voting separately as a class), amend or waive certain
provisions of the articles supplementary described in "- Covenants."

         The foregoing voting provisions will not apply if, at or prior to the
time when the act with respect to which the vote would otherwise be required is
effected, all outstanding shares of Series C

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preferred stock are redeemed or called for redemption upon proper notice and we
deposit sufficient funds in trust to effect the redemption.

         Except as expressly stated in the articles supplementary, our Series C
preferred stock will not have any relative, participating, optional or other
special voting rights and powers, and the consent of the holders of our Series C
preferred stock will not be required for the taking of any corporate action,
including any merger or consolidation involving us, our liquidation or
dissolution or a sale of all or substantially all of our assets, irrespective of
the effect that the merger, consolidation or sale may have upon the rights,
preferences or voting power of the holders of our Series C preferred stock.

CONVERSION

         Our Series C preferred stock is not convertible into or exchangeable
for any of our other securities or property.

COVENANTS

         The articles supplementary provide that so long as any share of Series
C preferred stock remains outstanding:

    o   We will not permit the fixed charge coverage ratio to be less than 1.30
        or the capitalization ratio to exceed 0.55 measured, in each case, at
        the end of each fiscal quarter.

    o   We will not enter into any senior obligation which results in a
        violation of the fixed charge coverage ratio covenant or the
        capitalization ratio covenant, compliance with these covenants being
        determined (a) in the case of the fixed charge coverage ratio covenant,
        after giving effect on a pro forma basis to any senior obligation as if
        the senior obligation had been issued on the first day of the
        calculation period (as defined below), and (b) in the case of the
        capitalization ratio covenant, as of the end of our fiscal quarter
        immediately preceding our fiscal quarter in which the senior obligation
        is issued and undertaken, after giving effect on a pro forma basis to
        any senior obligation as if the senior obligation had been issued on the
        first day of such immediately preceding quarter.

CERTAIN DEFINITIONS

         Below is a summary of certain of the defined terms used in the articles
supplementary. You should refer to the articles supplementary for the full
definition of all these terms, as well as any other terms used but not defined
in this prospectus.

         "Calculation period" means, as of any date of determination, the period
comprised of our two most recently completed fiscal quarters immediately
preceding our fiscal quarter in which that date of determination occurs.

         "Capitalization ratio" means, as of any date of determination, the
ratio obtained by dividing (i) the sum of (A) the aggregate amount of our debt
and (B) the aggregate amount of our preferred stock by (ii) the sum of (A) the
aggregate amount of our debt, (B) the aggregate amount of our preferred stock,
(C) the aggregate amount of capital (including additional paid in capital) which
in accordance with generally accepted accounting principles would be reflected
on our balance sheet in connection with our common equity securities as of the
end of the quarter immediately preceding our fiscal quarter in which that date
of determination occurs and (D) our accumulated depreciation as set forth on our
balance sheet as of the end of the quarter immediately preceding our fiscal
quarter in which that date of determination occurs.

                                       10


         "Change of control" means either (a) the occurrence of any merger or
other acquisition as a consequence of which a majority of the outstanding shares
of our common equity securities are owned or acquired by the merging or
acquiring person, entity or group or (b) the occurrence of any event or
transaction as a consequence of which the persons, entities or organizations
described in (A), (B) and (C), below, cease, in the aggregate, to own,
beneficially or of record, or cease to control the voting or disposition or the
power to direct the voting or disposition of, at least 75% of the number of
shares of our common equity securities which the persons, entities or
organizations in (A), (B) or (C), below, in the aggregate, own, beneficially or
of record, or control the voting or disposition or have the power to direct the
voting or disposition of, as of the May 29, 2003 (excluding any stock options or
other stock rights which any such person, entity or organization may now own or
subsequently acquire for purposes of this definition): (A) Charles J. Urstadt;
(B) Charles J. Urstadt's spouse, any of his children or any of their spouses, or
any of his grandchildren or any of their spouses; or (C) any trust, corporation,
partnership, limited liability company or other entity or organization
controlled by Charles J. Urstadt or any of his relatives described in (B) above
or in which Charles J. Urstadt or any of his relatives described in (B) above
has any economic, beneficial or other interest.

         "Debt" of our Company or any subsidiary means any indebtedness of our
Company or any subsidiary, whether or not contingent, in respect of (a) borrowed
money or evidenced by bonds, notes, debentures or similar instruments, (b)
indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any
security interest existing on property owned by our Company or any subsidiary,
(c) reimbursement obligations, contingent or otherwise, in connection with
letters of credit or amounts representing the balance deferred and unpaid of the
purchase price of any property except any balance that constitutes an accrued
expense or trade payable or (d) any lease of property by our Company or any
subsidiary as lessee which is reflected on our consolidated balance sheet as a
capitalized lease in accordance with generally accepted accounting principles,
in the case of items of indebtedness under (a) through (c) above to the extent
that any of those items (other than reimbursement obligations in connection with
letters of credit) would appear as a liability on our consolidated balance sheet
in accordance with generally accepted accounting principles, and also includes,
to the extent not otherwise included, any obligation by our Company or any
subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise
(other than for purposes of collection in the ordinary course of business),
indebtedness of another person (other than our Company or any subsidiary) (it
being understood that debt will be deemed to be incurred by our Company or any
subsidiary whenever our Company or the subsidiary creates, assumes, guarantees
or otherwise becomes liable in respect of the debt).

         "Discount rate" means, as of any date of determination, the yield to
maturity implied by (a) the yields reported, as of 10:00 A.M. (New York City
time) on the second business day preceding that date of determination on the
display designated as "Page 678" on the Telerate Access Service (or any other
display as may replace Page 678 on Telerate Access Service) for actively traded
U.S. Treasury securities having a 30-year maturity as of that date of
determination, or (b) if the yields are not reported at that time or the yields
reported at that time are not ascertainable, the Treasury Constant Maturity
Series Yields reported for the latest day for which the yields have been so
reported as of the second business day preceding the date of determination in
Federal Reserve Statistical Release H.15 (519) (or any comparable successor
publication) for actively traded U.S. Treasury securities having a 30-year
constant maturity as of that date of determination.

         "Fixed charge coverage ratio" means, as of any date of determination,
the ratio obtained by dividing (i) the sum of (A) interest expense for the
calculation period and preferred dividends for the calculation period and (B)
funds from operations for the calculation period by (ii) the sum of (A) interest
expense for the calculation period and (B) preferred dividends for the
calculation period; provided,

                                       11


however, that (x) if we have issued any debt or preferred stock since the
beginning of the calculation period that remains outstanding or (y) if the
transactions giving rise to the need to calculate the fixed charge coverage
ratio is an issuance of debt or preferred stock, or both (x) and (y), interest
expense and preferred dividends for the calculation period shall be calculated
after giving effect on a pro forma basis to the debt or preferred stock as if
the debt or preferred stock had been issued on the first day of the calculation
period and the discharge of any other debt or preferred stock refinanced,
refunded, exchanged or otherwise discharged with the proceeds of the new debt or
preferred stock as if any such discharge had occurred on the first day of the
calculation period.

         "Funds from operations" ("FFO") means, with respect to any fiscal
quarter, the measure of FFO as recently defined and clarified by the National
Association of Real Estate Investment Trusts from time to time. FFO is currently
defined as net income, computed in accordance with generally accepted accounting
principles, for that quarter, excluding gains (or losses) from sales of
properties, plus depreciation and amortization and after adjustments for
unconsolidated joint ventures.

         "Interest expense" means, for any period, our total interest expense,
including (a) interest expense attributable to capital leases, (b) amortization
of debt discount and debt issuance cost, (c) capitalized interest, (d) non-cash
interest payments, and (e) interest actually paid by us under any guarantee of
debt or other obligation of any other person.

         "Make-whole price" means, for any share of Series C preferred stock, as
of any date of determination, the sum of (a) the present value as of that date
of determination of all remaining scheduled dividend payments of that share of
Series C preferred stock until the tenth anniversary date, discounted by the
discount rate, (b) the Liquidation Preference and (c) all accrued and unpaid
dividends thereon to such date of determination.

         "Preferred Dividends" means, for any period, dividends accrued during
such period in respect of all preferred stock held by persons other than us.

         "Regulated Person" means any bank holding company, subsidiary of a bank
holding company or other person or entity that is subject to the Bank Holding
Company Act of 1956, as amended from time to time.

         "Senior Obligation" means any (a) debt other than accounts payable
incurred in the ordinary course of our business and (b) any of our equity
securities which rank senior to our Series C preferred stock with respect to the
payment of dividends or the distribution of assets upon our liquidation,
dissolution, or winding up.

RESTRICTIONS ON OWNERSHIP AND TRANSFER

         To qualify as a REIT under the Internal Revenue Code, we must meet
several requirements regarding the number of our stockholders and concentration
of ownership of our shares. Our charter contains provisions that restrict the
ownership and transfer of our shares to assist us in complying with these
Internal Revenue Code requirements. We refer to these restrictions as the
"ownership limit."

         The ownership limit provides that, in general, no person may own more
than 7.5% of the aggregate value of all outstanding stock of the Company. It
also provides that:

    o   a transfer that violates the limitation is void;

                                       12


    o   a transferee gets no rights to the shares that violate the limitation;

    o   shares transferred to a stockholder in excess of the ownership limit are
        automatically converted, by operation of law, into shares of "excess
        stock"; and

    o   the excess stock will be held by us as trustee of a trust for the
        exclusive benefit of future transferees to whom the shares of capital
        stock will ultimately be transferred without violating the ownership
        limit.

         Pursuant to authority under our charter, our Board of Directors has
determined that the ownership limit does not apply to Mr. Charles J. Urstadt,
our Chairman and Chief Executive Officer, and his affiliates and associates who
currently own in the aggregate 35.4% and 1.7% of our outstanding common stock
and Class A common stock, respectively. Such holdings represent approximately
31.4% of our outstanding voting interests. The ownership limitation may
discourage a takeover or other transaction in which holders of Series C
preferred stock might have the right to require us to repurchase all or any part
of their shares or otherwise receive a premium for their shares above
then-current market prices or might otherwise deem to be in their best
interests.

         Ownership of our stock is subject to attribution rules under the
Internal Revenue Code, which may result in a person being deemed to own stock
held by other persons. The Board of Directors may waive the ownership limit if
it determines that the waiver will not jeopardize our status as a REIT. As a
condition of such a waiver, the Board of Directors may require an opinion of
counsel satisfactory to it or undertakings or representations from the applicant
with respect to preserving our REIT status. We required no such waiver with
respect to Mr. Urstadt's ownership rights, which are established as part of our
charter.

         Any person who acquires stock in violation of the ownership limit must
notify us immediately and provide us with any information we may request in
order to determine the effect of the acquisition on our status as a REIT. The
ownership limit will not apply if our Board of Directors determines that it is
no longer in our best interests to qualify as a REIT. Otherwise, the ownership
limit may be changed only by an amendment to our charter by a vote of two-thirds
of the voting power of our common equity securities.

         Our charter provides that any purported transfer which results in a
direct or indirect ownership of shares of capital stock in excess of the
ownership limit or that would result in the disqualification of the Company as a
REIT will be null and void, and the intended transferee will acquire no rights
to the shares of capital stock. The foregoing restrictions on transferability
and ownership will not apply if our Board of Directors determines that it is no
longer in our best interests to attempt to qualify, or to continue to qualify,
as a REIT. Our Board of Directors may, in its sole discretion, waive the
ownership limit if evidence satisfactory to our Board of Directors and our tax
counsel is presented that the changes in ownership will not then or in the
future jeopardize our REIT status and our Board of Directors otherwise decides
that such action is in our best interests.

         Shares of Series C preferred stock owned, or deemed to be owned, or
transferred to a stockholder in excess of the ownership limit will automatically
be converted into shares of "excess stock" that will be transferred, by
operation of law, to us as trustee of a trust for the exclusive benefit of the
transferees to whom such shares of capital stock may be ultimately transferred
without violating the ownership limit. While the excess stock is held in trust,
it will not be entitled to vote, it will not be considered for purposes of any
stockholder vote or the determination of a quorum for such vote, and except upon
liquidation it will not be entitled to participate in dividends or other
distributions. Any distribution paid to a proposed transferee of excess stock
prior to the discovery by us that Series C

                                       13


preferred stock has been transferred in violation of the provision of our
charter is required to be repaid to us upon demand. The excess stock is not
treasury stock, but rather constitutes a separate class of our issued and
outstanding stock. The original transferee-stockholder may, at any time the
excess stock is held by us in trust, transfer the interest in the trust
representing the excess stock to any person whose ownership of shares of capital
stock exchanged for such excess stock would be permitted under the ownership
limit, at a price not in excess of (a) the price paid by the original
transferee-stockholder for shares of Series C preferred stock that were
exchanged into excess stock, or (b) if the original transferee-stockholder did
not give value for such shares (e.g., the shares were received through a gift,
devise or other transaction), the average closing price for our Series C
preferred stock for the ten days immediately preceding such sale, gift or other
transaction if such Series C preferred stock is then listed on a national
securities exchange, and if such Series C preferred stock is not then listed on
a national securities exchange, its redemption price, as applicable. Immediately
upon the transfer to the permitted transferee, the excess stock will
automatically be converted back into shares of Series C preferred stock. If the
foregoing transfer restrictions are determined to be void or invalid by virtue
of any legal decision, statute, rule or regulation, then the intended transferee
of any shares of excess stock may be deemed, at our option, to have acted as an
agent on behalf of us in acquiring the excess stock and to hold the excess stock
on behalf of us.

         In addition, we will have the right, for a period of 90 days during the
time any shares of excess stock are held by us in trust, to purchase all or any
portion of the excess stock from the original transferee-stockholder at the
lesser of (a) the price initially paid for such shares by the original
transferee-stockholder, or if the original transferee-stockholder did not give
value for such shares (e.g., the shares were received through a gift, devise or
other transaction), the average closing price for our Series C preferred stock
for the ten days immediately preceding such sale, gift or other transaction, and
(b) the average closing price for our Series C preferred stock for the ten
trading days immediately preceding the date we elect to purchase such shares, or
in each case if our Series C preferred stock is not then listed on a national
securities exchange, its redemption price, as applicable. The 90-day period
begins on the date notice is received of the violative transfer if the original
transferee-stockholder gives notice to us of the transfer, or, if no such notice
is given, the date our Board of Directors determines that a violative transfer
has been made.

         All stock certificates bear a legend referring to the restrictions
described above.

REGISTRATION RIGHTS

         Pursuant to the registration rights agreement we agreed to use
reasonable efforts to (a) file and cause to become effective with the SEC as
soon as reasonably practicable after May 29, 2003, this registration statement;
and (b) keep effective the registration statement until the earlier of two years
following the effective date of the registration statement and the time when all
of our Series C preferred stock has been sold under the registration statement
or otherwise ceased to be a Restricted Security (as defined in the registration
rights agreement). We agreed to provide to each holder of Series C preferred
stock prior written notice of the filing of the registration statement so that
each holder may participate in the resales of our Series C preferred stock
beneficially owned by the holder pursuant to the registration statement and each
holder is entitled to obtain from our transfer agent certificates issued in the
name of the holder or its nominee in fully registered form representing our
Series C preferred stock beneficially owned by the holder. We also agreed to
provide each holder of Series C preferred stock copies of the prospectus which
is a part of the registration statement, notify each holder of Series C
preferred stock when the registration statement for our Series C preferred stock
has become effective and take certain other actions as are required to permit
unrestricted resales of our Series C preferred stock. A holder of Series C
preferred stock who sells such Series C preferred stock under the registration
statement generally is required to be named as a selling security holder in the
related prospectus and to deliver a prospectus to

                                       14


purchasers, is subject to certain of the civil liability provisions under the
Securities Act in connection with the sales and is bound by the provisions of
the registration rights agreement which are applicable to the holder (including
certain indemnification and contribution rights and obligations).

         The preceding summary of certain provisions of the registration rights
agreement is not intended to be complete and you should read this summary
together with the complete text of the registration rights agreement.

LISTING

         Our Series C preferred stock has been approved for listing on the NYSE
under the symbol "UBPPrC." After our shares begin trading on the NYSE, trading
on The PORTAL(SM) Market will cease.

TRANSFER AND DIVIDEND PAYING AGENT

         The Bank of New York is the transfer and dividend paying agent in
respect of our Series C preferred stock.



ITEM 2. EXHIBITS.


         The securities described herein are to be registered on the NYSE on
which rour common stock and Class A common stock are registered. The following
exhibits ^defining the rights of our stockholders are filed herewith or
incorporated by reference, as indicated below:


    1.   Amended Articles of Incorporation of the Company (incorporated by
         reference to Exhibit C of Amendment No. 1 to the Registrant's Statement
         on Form S-4 (SEC File No. 333-19113)).

    2.   Articles Supplementary of the Company (incorporated by reference to
         Annex A of Exhibit 4.1 of the Registrant's Current Report on Form 8-K
         dated August 3, 1998 (SEC File No. 001-12803)).

    3.   Articles Supplementary of the Company (incorporated by reference to
         Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated
         January 8, 1998 (SEC File No. 001-12803)).

    4.   Articles Supplementary of the Company (incorporated by reference to
         Exhibit A of Exhibit 4.1 of the Registrant's Current Report on Form 8-K
         dated March 12, 1997 (SEC File No. 001-12803)).


    5.   Articles Supplementary of the Company.


    6.   By-laws of the Company (incorporated by reference to Exhibit D of
         Amendment No. 1 to the Registrant's Registration Statement on Form S-4
         (SEC File No. 333-19113)).

    7.   Amended and Restated Rights Agreement between the Company and The Bank
         of New York, as Rights Agent, dated as of July 31, 1998 (incorporated
         by reference to

                                       15


         Exhibit 10-1 of the Registrant's Current Report on Form 8-K dated
         November 5, 1998 (SEC File No. 001-12803)).

    8.   Subscription Agreement, dated January 8, 1998, by and among the Company
         and the Initial Purchasers (incorporated by reference to Exhibit 4.2 of
         the Registrant's Current Report on Form 8-K dated January 8, 1998 (SEC
         File No. 001-12803)).

    9.   Registration Rights Agreement, dated January 8, 1998, by and among the
         Company and the Initial Purchasers (incorporated by reference to
         Exhibit 4.3 of the Registrant's Current Report on Form 8-K dated
         January 8, 1998 (SEC File No. 001-12803)).

    10.  Waiver and Amendment of Registration Rights Agreement dated as of April
         16, 1999, by and among the Company and the Initial Purchasers
         (incorporated by reference to Exhibit 10.15 of the Registrant's Annual
         Report on Form 10-K for the year ended October 31, 1999 (SEC File No.
         001-12803)).

    11.  Waiver and Amendment of Registration Rights Agreement dated as of
         September 14, 2001 by and among the Company and the Initial Purchasers
         (incorporated by reference to Exhibit 10.17 of the Registrant's Annual
         Report on Form 10-K for the year ended October 31, 2001 (SEC File No.
         001-12803)).

    12.  Amendment to Registration Rights Agreement dated as of December 31,
         2001 by and among the Company and the Remaining Initial Purchasers
         (incorporated by reference to Exhibit 10.22 of the Registrant's Annual
         Report on Form 10-K for the year ended October 31, 2002 (SEC File No.
         001-12803)).


    13.  Registration Rights Agreement dated as of May 29, 2003 by and between
         the Company and Ferris, Baker Watts, Incorporated.




                                       16



                                    SIGNATURE


         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment no. 1 to registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.

Dated:  September 17, 2003



                                        URSTADT BIDDLE PROPERTIES INC.




                                        By: /s/ James R. Moore
                                           -----------------------
                                           James R. Moore
                                           Executive Vice President




                                       17





                                  EXHIBIT INDEX



EXHIBIT NO.                                                                PAGE
================================================================================

1.       Amended Articles of Incorporation of the Company (incorporated by
         reference to Exhibit C of Amendment No. 1 to the Registrant's Statement
         on Form S-4 (SEC File No. 333-19113)).

2.       Articles Supplementary of the Company (incorporated by reference to
         Annex A of Exhibit 4.1 of the Registrant's Current Report on Form 8-K
         dated August 3, 1998 (SEC File No. 001-12803)).

3.       Articles Supplementary of the Company (incorporated by reference to
         Exhibit 4.1 of the Registrant's Current Report on Form 8-K dated
         January 8, 1998 (SEC File No. 001-12803)).

4.       Articles Supplementary of the Company (incorporated by reference to
         Exhibit A of Exhibit 4.1 of the Registrant's Current Report on Form 8-K
         dated March 12, 1997 (SEC File No. 001-12803)).

5.       Articles Supplementary of the Company.*

6.       By-laws of the Company (incorporated by reference to Exhibit D of
         Amendment No. 1 to the Registrant's Registration Statement on Form S-4
         (SEC File No. 333-19113)).

7.       Amended and Restated Rights Agreement between the Company and The Bank
         of New York, as Rights Agent, dated as of July 31, 1998 (incorporated
         by reference to Exhibit 10-1 of the Registrant's Current Report on Form
         8-K dated November 5, 1998 (SEC File No. 001-12803)).

8.       Subscription Agreement, dated January 8, 1998, by and among the Company
         and the Initial Purchasers (incorporated by reference to Exhibit 4.2 of
         the Registrant's Current Report on Form 8-K dated January 8, 1998 (SEC
         File No. 001-12803)).

9.       Registration Rights Agreement, dated January 8, 1998, by and among the
         Company and the Initial Purchasers (incorporated by reference to
         Exhibit 4.3 of the Registrant's Current Report on Form 8-K dated
         January 8, 1998 (SEC File No. 001-12803)).

10.      Waiver and Amendment of Registration Rights Agreement dated as of April
         16, 1999, by and among the Company and the Initial Purchasers
         (incorporated by reference to Exhibit 10.15 of the Registrant's Annual
         Report on Form 10-K for the year ended October 31, 1999 (SEC File No.
         001-12803)).

11.      Waiver and Amendment of Registration Rights Agreement dated as of
         September 14, 2001 by and among the Company and the Initial Purchasers
         (incorporated by reference to Exhibit 10.17 of the Registrant's Annual
         Report on Form 10-K for the year ended October 31, 2001 (SEC File No.
         001-12803)).

12.      Amendment to Registration Rights Agreement dated as of December 31,
         2001 by and among the Company and the Remaining Initial Purchasers
         (incorporated by reference to Exhibit 10.22 of the Registrant's Annual
         Report on Form 10-K for the year ended October 31, 2002 (SEC File No.
         001-12803)).




13.      Registration Rights Agreement dated as of May 29, 2003 by and between
         the Company and Ferris, Baker Watts, Incorporated.*

*Filed herewith.

EX-5

                                                                     Exhibit 5

                             ARTICLES SUPPLEMENTARY

                                       OF

                         URSTADT BIDDLE PROPERTIES INC.

         Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"),
hereby certifies to the State Department of Assessments and Taxation of the
State of Maryland that:

         FIRST: Pursuant to authority contained in Article 7 of the Charter of
the Company (the "Charter"), 400,000 shares of authorized but unissued shares of
the Company's preferred stock have been duly classified by the Board of
Directors of the Company on May 28, 2003, as authorized but unissued shares of
the Company's 8.5% Series C Senior Cumulative Preferred Stock and the Board of
Directors of the Company has set the preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends, qualifications, and
terms and conditions of redemption thereof.

         SECOND: A description of the 8.5% Series C Senior Cumulative Preferred
Stock including the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption, as set by the Board of Directors of the Company is as
follows:

              1. Designation and Number. A series of preferred stock, designated
the 8.5% Series C Senior Cumulative Preferred Stock, par value $.01 per share
(the "Series C Preferred Stock"), is hereby established. The number of shares
constituting the Series C Preferred Stock shall be 400,000.

              2. Defined Terms. The terms defined in this Section, whenever used
herein, shall, unless the context otherwise requires, have the respective
meanings hereinafter specified:

         "Calculation Period" means, as of any date of determination, the period
comprised of the two most recently completed fiscal quarters of the Company
immediately preceding the fiscal quarter of the Company in which such date of
determination occurs.

         "Capitalization Ratio" means, as of any date of determination, the
ratio obtained by dividing (i) the sum of (A) the aggregate amount of Debt of
the Company and (B) the aggregate amount of Preferred Stock of the Company by
(ii) the sum of (A) the aggregate amount of Debt of the Company, (B) the
aggregate amount of Preferred Stock of the Company, (C) the aggregate amount of
capital (including additional paid in capital) which in accordance with
generally accepted accounting principles would be reflected on a balance sheet
of the Company in connection with the Common Stock of the Company as of the end
of the quarter immediately preceding the fiscal quarter of the Company in which
such date of determination occurs and (D) accumulated depreciation of the
Company as set forth on the Company's balance sheet as of the end of the quarter
immediately preceding the fiscal quarter of the Company in which such date of
determination occurs.




         "Capitalized Lease Obligations" of a person means any obligation that
is required to be classified and accounted for as a capital lease on the face of
a balance sheet of such person prepared in accordance with generally accepted
accounting principles; the amount of such obligation shall be the capitalized
amount thereof determined in accordance with generally accepted accounting
principles; and the Stated Maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease.

         "Change of Control" means either (i) the occurrence of any merger or
other acquisition with or by any person, entity or group as a consequence of
which a majority of the outstanding shares of Common Stock of the Company shall
be owned or acquired by such person, entity or group or (ii) the occurrence of
any event or transaction as a consequence of which the persons, entities or
organizations set forth in (A), (B) and (C), below, shall, in the aggregate,
cease to own, beneficially or of record, or cease to control the voting or
disposition or the power to direct the voting or disposition of, at least 75% of
the number of shares of Common Stock of the Company which the persons, entities
or organizations set forth in (A), (B) or (C), below, in the aggregate, own,
beneficially or of record, or control the voting or disposition or have the
power to direct the voting or disposition of, as of the date hereof (excluding,
for the avoidance of doubt, any stock options or other stock rights which any
such person, entity or organization may now own or hereafter acquire for
purposes of this definition): (A) Charles J. Urstadt; (B) any Immediate Relative
of Charles J. Urstadt (defined as his spouse, any of his children or any of
their spouses, or any of his grandchildren or any of their spouses); or (C) any
trust, corporation, partnership, limited liability company or other entity or
organization controlled by Charles J. Urstadt or any Immediate Relative of
Charles J. Urstadt or in which Charles J. Urstadt or any Immediate Relative of
Charles J. Urstadt has any economic, beneficial or other interest.

         "Common Stock" means the common stock, par value $.01 per share, of the
Company, any stock into which such common stock shall have been changed or any
stock resulting from any capital reorganization or reclassification of such
common stock, the Class A common stock, par value $.01 per share, of the
Company, any stock into which such Class A common stock shall have been changed
or any stock resulting from any capital reorganization or reclassification of
such Class A common stock, and all other stock of any class or classes (however
designated) of the Company the holders of which have the right, without
limitation as to amount, either to all or to a share of the balance of current
dividends and liquidating dividends after the payment of dividends and
distributions of any shares entitled to preference.

         "De Minimis Series B Preferred Stock" means up to 100 shares of Series
B Preferred Stock to be issued at the sole discretion of the Company subsequent
to the original issuance of the Series B Preferred Stock pursuant to the consent
of the holders of the Series B Preferred Stock contained in the Series B
Subscription Agreement.

         "Debt" of the Company or any subsidiary means any indebtedness of the
Company or any subsidiary, whether or not contingent, in respect of (i) borrowed
money or evidenced by bonds, notes, debentures or similar instruments, (ii)
indebtedness secured by any mortgage, pledge, lien, charge, encumbrance or any
security interest existing on property owned by the Company or any subsidiary,
(iii) reimbursement obligations, contingent or otherwise, in connection with
letters of credit or amounts representing the balance deferred and unpaid of the

                                       2


purchase price of any property except any such balance that constitutes an
accrued expense or trade payable or (iv) any lease of property by the Company or
any subsidiary as lessee which is reflected on the Company's consolidated
balance sheet as a capitalized lease in accordance with generally accepted
accounting principles, in the case of items of indebtedness under (i) through
(iii) above to the extent that any such items (other than reimbursement
obligations in connection with letters of credit) would appear as a liability on
the Company's consolidated balance sheet in accordance with generally accepted
accounting principles, and also includes, to the extent not otherwise included,
any obligation by the Company or any subsidiary to be liable for, or to pay, as
obligor, guarantor or otherwise (other than for purposes of collection in the
ordinary course of business), indebtedness of another person (other than the
Company or any subsidiary) (it being understood that Debt will be deemed to be
incurred by the Company or any subsidiary whenever the Company or such
subsidiary shall create, assume, guarantee or otherwise become liable in respect
thereof).

         "Discount Rate" means, as of any date of determination, the yield to
maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City
time) on the second business day preceding such date of determination on the
display designated as "Page 678" on the Telerate Access Service (or such other
display as may replace Page 678 on Telerate Access Service) for actively traded
U.S. Treasury securities having a 30-year maturity as of such date of
determination, or (ii) if such yields are not reported as of such time or the
yields reported as of such time are not ascertainable, the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second business day preceding the date of
determination in Federal Reserve Statistical Release H.15 (519) (or any
comparable successor publication) for actively traded U.S. Treasury securities
having a 30-year constant maturity as of such date of determination.

         "Fixed Charge Coverage Ratio" means, as of any date of determination,
the ratio obtained by dividing (i) the sum of (A) Interest Expense for the
Calculation Period and Preferred Dividends for the Calculation Period and (B)
Funds From Operations for the Calculation Period by (ii) the sum of (A) Interest
Expense for the Calculation Period and (B) Preferred Dividends for the
Calculation Period; provided, however, that (x) if the Company has issued any
Debt or Preferred Stock since the beginning of the Calculation Period that
remains outstanding or (y) if the transactions giving rise to the need to
calculate the Fixed Charge Coverage Ratio is an issuance of Debt or Preferred
Stock, or both (x) and (y), Interest Expense and Preferred Dividends for the
Calculation Period shall be calculated after giving effect on a pro forma basis
to such Debt or Preferred Stock as if such Debt or Preferred Stock had been
issued on the first day of the Calculation Period and the discharge of any other
Debt or Preferred Stock refinanced, refunded, exchanged or otherwise discharged
with the proceeds of such new Debt or Preferred Stock as if any such discharge
had occurred on the first day of the Calculation Period.

         "Funds From Operations" means, with respect to any fiscal quarter, the
net income of the Company, computed in accordance with generally accepted
accounting principles, for that quarter excluding gains or losses from sales of
properties, plus depreciation, amortization and after adjustments for
unconsolidated joint ventures.

                                       3


         "Interest Expense" means, for any period, the total interest expense of
the Company, including (i) interest expense attributable to capital leases, (ii)
amortization of debt discount and debt issuance cost, (iii) capitalized
interest, (iv) non-cash interest payments and (v) interest actually paid by the
Company under any guarantee of Debt or other obligation of any other person.

         "Lien" means any mortgage, pledge, security interest, conditional sale
or other title retention agreement or other similar lien.

         "Make-Whole Price" means, for any share of Series C Preferred Stock as
of any date of determination, the sum of (i) the present value as of such date
of determination of all remaining scheduled dividend payments of such share of
Series C Preferred Stock until the Tenth Anniversary Date, discounted by the
Discount Rate, (ii) the Liquidation Preference (as defined in Section 6) and
(iii) all accrued and unpaid dividends thereon to such date of determination.

         "Preferred Dividends" means, for any period, dividends accrued during
such period in respect of all Preferred Stock held by persons other than the
Company.

         "Preferred Stock" means, as applied to the capital stock of the
Company, capital stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of stock of any other class of the Company.

         "Regulated Person" means any bank holding company, subsidiary of a bank
holding company or other person or entity that is subject to the Bank Holding
Company Act of 1956, as amended from time to time.

         "Senior Obligation" means any (i) Debt other than accounts payable
incurred in the ordinary course of the Company's business and (ii) any equity
securities of the Company which rank senior to the Series C Preferred Stock with
respect to the payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up of the Company.

         "Series B Preferred Stock" means the 8.99% Series B Senior Cumulative
Preferred Stock, par value $.01 per share, of the Company.

         "Series B Subscription Agreement" means that certain Subscription
Agreement, by and among the Company and certain holders of the Series B
Preferred Stock, dated as of January 8, 1998, as the same may be amended,
modified or supplemented from time to time in accordance with the provisions
thereof.

         "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency).

         "Tenth Anniversary Date" means, the date which is the tenth anniversary
of the first date of issuance of any shares of Series C Preferred Stock.

                                       4


              3. Maturity. The Series C Preferred Stock has no stated maturity
and will not be subject to any sinking fund or mandatory redemption.

              4. Rank. The Series C Preferred Stock will, with respect to
dividend rights and rights upon liquidation, dissolution or winding up of the
Company, rank (i) senior to all classes or series of Common Stock of the
Company, and to all equity securities issued by the Company ranking junior to
the Series C Preferred Stock with respect to dividend rights or rights upon
liquidation, dissolution or winding up of the Company, (ii) on a parity with the
Series B Preferred Stock, and with all other equity securities issued by the
Company the terms of which specifically provide that such equity securities rank
on a parity with the Series B and Series C Preferred Stock with respect to
dividend rights or other rights upon liquidation, dissolution or winding up of
the Company, and (iii) junior to all existing and future indebtedness of the
Company. Without the affirmative vote or consent of at least two-thirds of the
outstanding shares of Series C Preferred Stock, the Company may not issue any
equity securities which rank senior to the Series C Preferred Stock with respect
to dividend rights or rights upon liquidation, dissolution or winding up of the
Company. The term "equity securities" does not include convertible debt
securities, which will rank senior to the Series C Preferred Stock prior to
conversion.

              5. Dividends.

              (a) Holders of shares of the Series C Preferred Stock are entitled
to receive, when and as declared by the Board of Directors, out of funds legally
available for the payment of dividends, preferential cumulative cash dividends
at the rate of 8.5% per annum of the Liquidation Preference (the "Initial
Dividend Yield"); provided, however, that if the Company should violate the
Fixed Charge Coverage Ratio Covenant (as defined in Section 10) or the
Capitalization Ratio Covenant (as defined in Section 10), and fails to cure such
violation on or prior to the second succeeding dividend payment date, the
Initial Dividend Yield shall be increased to 200 basis points over the Initial
Dividend Yield (the "First Default Dividend Yield") as of such second succeeding
dividend payment date. If the Company remains in violation of either the Fixed
Charge Ratio Covenant or the Capitalization Ratio Covenant on four consecutive
dividend payment dates subsequent to the initial violation of either such
covenant, the Initial Dividend Yield shall increase to the greater of (i) the
Discount Rate plus 700 basis points or (ii) 15% (the "Second Default Dividend
Yield") as of such fourth consecutive dividend payment date. The First Default
Dividend Yield and the Second Default Dividend Yield will revert back to the
Initial Dividend Yield if the Company remains in compliance with the Fixed
Charge Coverage Ratio Covenant and the Capitalization Ratio Covenant (in each
case measured at the end of the then most recently completed fiscal quarter) on
two consecutive dividend payment dates after such First Default Dividend Yield
or Second Default Dividend Yield takes effect.

              (b) Dividends on the Series C Preferred Stock shall be cumulative
from the date of original issue and shall be payable in arrears for each
quarterly period ending January 31, April 30, July 31 and October 31 on January
31, April 30, July 31 and October 31, respectively, of each year, or, if any
such date shall not be a business day, the next succeeding business day (each, a
"Dividend Payment Date"). The first dividend will be payable on July 31, 2003
with respect to the period commencing on the date of issue and ending July 31,
2003 and will be for

                                       5


less than a full quarterly period. Any dividend payable on the Series C
Preferred Stock will be computed on the basis of a 360-day year consisting of
twelve 30-day months. Dividends will be payable to holders of record as they
appear in the stock records of the Company at the close of business on the
applicable record date determined each quarter by the Board of Directors, as
provided by the Maryland General Corporation Law (the "MGCL") (each, a "Dividend
Record Date").

              (c) No dividends on shares of Series C Preferred Stock shall be
declared by the Board of Directors or paid or set apart for payment by the
Company at such time as the terms and provisions of any agreement of the
Company, including any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or provides that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration or payment shall be
restricted or prohibited by law.

              (d) Notwithstanding the foregoing, dividends on outstanding shares
of the Series C Preferred Stock will accrue whether or not the Company has
earnings, whether or not there are funds legally available for the payment of
such dividends and whether or not such dividends are declared. Accrued but
unpaid dividends on shares of the Series C Preferred Stock will not bear
interest and holders of shares of the Series C Preferred Stock will not be
entitled to any distributions in excess of full cumulative distributions
described above. Except as set forth in the next sentence, no dividends will be
declared or paid or set apart for payment on any capital stock of the Company
ranking, as to dividends, on a parity with or junior to the Series C Preferred
Stock (other than a dividend in shares of the Company's Common Stock or in
shares of any other class of stock ranking junior to the Series C Preferred
Stock as to dividends and upon liquidation) for any period unless full
cumulative dividends have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof is set apart for such
payment on outstanding shares of the Series C Preferred Stock for all past
dividend periods and the then current dividend period. When dividends are not
paid in full (or a sum sufficient for such full payment is not so set apart)
upon the Series C Preferred Stock and the shares of any other series of
preferred stock ranking on a parity as to dividends with the Series C Preferred
Stock, all dividends declared upon the Series C Preferred Stock and any other
series of preferred stock ranking on a parity as to dividends with the Series C
Preferred Stock shall be declared pro rata so that the amount of dividends
declared per share of Series C Preferred Stock and such other series of
preferred stock, shall in all cases bear to each other the same ratio that
accrued dividends per share on the Series C Preferred Stock and such other
series of preferred stock (which shall not include any in respect of unpaid
dividends for prior dividend periods if such preferred stock does not have a
cumulative dividend) bear to each other.

              (e) Except as provided in the immediately preceding paragraph (d),
unless full cumulative dividends on outstanding shares of the Series C Preferred
Stock have been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof is set apart for payment for all past
dividend periods and the then current dividend period, no dividends (other than
in shares of Common Stock or other shares of capital stock ranking junior to the
Series C Preferred Stock as to dividends and upon liquidation) shall be declared
or paid or set aside for payment nor shall any other distribution be declared or
made upon the Common Stock, or any other capital stock of the Company ranking
junior to or on a parity with

                                       6


the Series C Preferred Stock as to dividends or upon liquidation, nor shall any
shares of Common Stock, or any other shares of capital stock of the Company
ranking junior to or on a parity with the Series C Preferred Stock as to
dividends or upon liquidation be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any such shares) by the Company (except by conversion into
or exchange for other capital stock of the Company ranking junior to the Series
C Preferred Stock as to dividends and upon liquidation or redemption for the
purpose of preserving the Company's qualification as a real estate investment
trust (a "REIT") under the Internal Revenue Code of 1986, as amended (the
"Code")). Holders of shares of the Series C Preferred Stock shall not be
entitled to any dividend, whether payable in cash, property or stock, in excess
of full cumulative dividends on the Series C Preferred Stock as provided above.
Any dividend payment made on shares of the Series C Preferred Stock shall first
be credited against the earliest accrued but unpaid dividend due with respect to
such shares which remains payable. So long as no dividends are in arrears, the
Company shall be entitled at any time and from time to time to repurchase shares
of Series C Preferred Stock in open-market transactions duly authorized by the
Board of Directors and effected in compliance with applicable laws.

              6. Liquidation Preference.

              (a) Upon any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Company, the holders of shares of Series C
Preferred Stock are entitled to be paid out of the assets of the Company legally
available for distribution to its stockholders a liquidation preference of $100
per share (the "Liquidation Preference"), plus an amount equal to any accrued
and unpaid dividends to the date of payment, but without interest, before any
distribution of assets is made to holders of Common Stock or any other class or
series of capital stock of the Company that ranks junior to the Series C
Preferred Stock as to liquidation rights, but the holders of the shares of
Series C Preferred Stock will not be entitled to receive the Liquidation
Preference, plus any accrued and unpaid dividends, of such shares until the
liquidation preference of any other series or class of the Company's capital
stock hereafter issued which ranks senior as to liquidation rights to the Series
C Preferred Stock has been paid in full. The holders of Series C Preferred Stock
and all series or classes of the Company's capital stock which rank on a parity
as to liquidation rights with the Series C Preferred Stock are entitled to share
ratably, in accordance with the respective preferential amounts payable on such
capital stock, in any distribution (after payment of the liquidation preference
of any capital stock of the Company that ranks senior to the Series C Preferred
Stock as to liquidation rights) which is not sufficient to pay in full the
aggregate of the amounts payable thereon. Holders of Series C Preferred Stock
will be entitled to written notice of any event triggering the right to receive
such Liquidation Preference. After payment of the full amount of the Liquidation
Preference, plus any accrued and unpaid dividends to which they are entitled,
the holders of Series C Preferred Stock will have no right or claim to any of
the remaining assets of the Company. The consolidation or merger of the Company
with or into any other corporation, trust or entity or of any other corporation
with or into the Company, or the sale, lease or conveyance of all or
substantially all of the property or business of the Company, shall not be
deemed to constitute a liquidation, dissolution or winding up of the Company.

                                       7


              (b) In determining whether a distribution to holders of Series C
Preferred Stock (other than upon voluntary or involuntary liquidation) by
dividend, redemption or other acquisition of shares of stock of the Company or
otherwise is permitted under the MGCL, no effect shall be given to amounts that
would be needed, if the Company were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon distribution of holders of
shares of stock of the Company whose preferential rights upon dissolution are
superior to those receiving the distribution.

              7. Redemption.

              (a) Subject to a redemption of shares of Series C Preferred Stock
which shall be converted to Excess Stock (as defined in Section 12 of the
Charter) pursuant to the Charter and a Change of Control, the Series C Preferred
Stock is not redeemable prior to the Tenth Anniversary Date. However, in order
to ensure that the Company will continue to meet the requirements for
qualification as a REIT under the Code, the Company will have the right to
purchase from the holder of shares of Series C Preferred Stock at any time any
shares of Series C Preferred Stock in excess of 7.5% of the value of the
outstanding capital stock of the Company. On and after the Tenth Anniversary
Date, the Company, at its option, upon not less than 30 nor more than 60 days'
written notice, may redeem shares of the Series C Preferred Stock, in whole or
in part, at any time or from time to time, for cash at a redemption price of
$100 per share, plus all accrued and unpaid dividends thereon to the date fixed
for redemption (subject to Section 7(d) and except with respect to shares of
Series C Preferred Stock which shall have been converted into shares of Excess
Stock pursuant to the Charter), without interest. Holders of Series C Preferred
Stock which is to be redeemed shall surrender such Series C Preferred Stock at
the place designated in such notice and shall be entitled to the redemption
price and any accrued and unpaid dividends payable upon such redemption
following such surrender. If notice of redemption of any shares of Series C
Preferred Stock has been given and if the funds necessary for such redemption
have been set aside by the Company in trust for the benefit of the holders of
any shares of Series C Preferred Stock so called for redemption, then from and
after the redemption date dividends will cease to accrue on such shares of
Series C Preferred Stock, such shares of Series C Preferred Stock shall no
longer be deemed outstanding and all rights of the holders of such shares will
terminate, except the right to receive the redemption price. If less than all of
the outstanding shares of Series C Preferred Stock is to be redeemed, the Series
C Preferred Stock to be redeemed shall be selected pro rata (as nearly as may be
practicable without creating fractional shares) or by any other equitable method
determined by the Company.

              (b) Unless full cumulative dividends on all shares of Series C
Preferred Stock shall have been or contemporaneously are declared and paid or
declared and a sum sufficient for the payment thereof set apart for payment for
all past dividend periods and the then current dividend period, no shares of
Series C Preferred Stock shall be redeemed unless all outstanding shares of
Series C Preferred Stock are simultaneously redeemed and the Company shall not
purchase or otherwise acquire directly or indirectly any shares of Series C
Preferred Stock (except by exchange for capital stock of the Company ranking
junior to the Series C Preferred Stock as to dividends and upon liquidation);
provided, however, that the foregoing shall not prevent the purchase by the
Company of Excess Stock in order to ensure that the Company

                                       8


continues to meet the requirements for qualification as a REIT or any purchase
or exchange offer made on the same terms to holders of all outstanding shares of
Series C Preferred Stock. So long as no dividends are in arrears, the Company
shall be entitled at any time and from time to time to repurchase shares of
Series C Preferred Stock in open-market transactions duly authorized by the
Board of Directors and effected in compliance with applicable laws.

              (c) Notice of redemption will be given by publication in a
newspaper of general circulation in the City of New York, such publication to be
made once a week for two successive weeks commencing not less than 30 nor more
than 60 days prior to the redemption date. A similar notice will be mailed by
the Company, postage prepaid, not less than 30 nor more than 60 days prior to
the redemption date, addressed to the respective holders of record of the Series
C Preferred Stock to be redeemed at their respective addresses as they appear on
the stock transfer records of the Company. No failure to give such notice or any
defect therein or in the mailing thereof shall affect the validity of the
proceedings for the redemption of any shares of Series C Preferred Stock except
as to the holder to whom notice was defective or not given. Each notice shall
state: (i) the redemption date; (ii) the redemption price; (iii) the number of
shares of Series C Preferred Stock to be redeemed; (iv) the place or places
where the Series C Preferred Stock is to be surrendered for payment of the
redemption price; and (v) that dividends on the shares to be redeemed will cease
to accrue on such redemption date. If less than all of the Series C Preferred
Stock held by any holder is to be redeemed, the notice mailed to such holder
shall also specify the number of shares of Series C Preferred Stock held by such
holder to be redeemed.

              (d) Immediately prior to any redemption of Series C Preferred
Stock, the Company shall pay, in cash, any accumulated and unpaid dividends
through the redemption date, unless a redemption date falls after a Dividend
Record Date and prior to the corresponding Dividend Payment Date, in which case
each holder of Series C Preferred Stock at the close of business on such
Dividend Record Date shall be entitled to the dividend payable on such shares on
the corresponding Dividend Payment Date notwithstanding the redemption of such
shares before such Dividend Payment Date.

              8. Change of Control.

              (a) In the event of a Change of Control of the Company, each
holder of shares of Series C Preferred Stock shall have the right, at such
holder's option, to require the Company to repurchase all or any part of such
holder's Series C Preferred Stock for cash at a repurchase price of $100 per
share, plus all accrued and unpaid dividends thereon, if any, up to the date
fixed for repurchase (except with respect to shares of Series C Preferred Stock
which shall have been converted into shares of Excess Stock pursuant to the
Charter), without interest, pursuant to the procedures described below (the
"Change of Control Put Option"), subject to the MGCL.


              (b) In connection with any Change of Control, the Company will be
required to mail to each holder of shares of Series C Preferred Stock, not later
than the date of the occurrence of such Change of Control, a notice of such
occurrence (the "Change of Control Notice"), which shall specify the purchase
price and the purchase date, which shall be no fewer than 30 business days and
no more than 40 business days from the date such notice is mailed (the

                                       9


"Put Option Payment Date"), and describe the procedure that must be followed by
such holder to tender such holder's shares of Series C Preferred Stock. The
Company will be required to deliver a copy of the Change of Control Notice to
each record and known beneficial holder of shares of Series C Preferred Stock as
of the date that is 15 days prior to the date such Change of Control Notice is
mailed. To exercise the Change of Control Put Option, a holder of shares of
Series C Preferred Stock must deliver, on or before the third business day
preceding the Put Option Payment Date, written notice to the Company (or to a
paying agent designated by the Company for such purpose) of such holder's
exercise of the Change of Control Put Option, indicating the number of shares of
Series C Preferred Stock to be repurchased by the Company. Holders of shares of
Series C Preferred Stock will be entitled to withdraw, in whole or in part, any
tender of shares of Series C Preferred Stock pursuant to an exercise of the
Change of Control Put Option by delivering to the Company (or to a paying agent
designated by the Company for such purpose), on or before the second business
day preceding the Put Option Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the holder, the number of
shares of Series C Preferred Stock initially to be delivered for purchase, and a
statement that such holder is withdrawing its exercise of the Change of Control
Put Option as to all or part of such tendered shares of Series C Preferred
Stock.

              (c) In the event of a Change of Control of the Company, the
Company shall have the right, at the Company's option, to redeem all or any part
of the shares of each holder of Series C Preferred Stock at (i) prior to the
Tenth Anniversary Date, the Make-Whole Price as of the date fixed for redemption
(except with respect to shares of Series C Preferred Stock which shall have been
converted into shares of Excess Stock pursuant to the Charter) and (ii) on or
subsequent to the Tenth Anniversary Date, the redemption price of $100 per
share, plus all accrued and unpaid dividends thereon, if any, without interest,
up to the date fixed for redemption (except with respect to shares of Series C
Preferred Stock which shall have been converted into shares of Excess Stock
pursuant to the Charter), in each case pursuant to the procedures applicable to
other redemptions of shares of Series C Preferred Stock.

              9. Voting Rights.

              (a) Holders of the Series C Preferred Stock will not have any
voting rights, except as set forth below.


              (b) Whenever dividends on any shares of Series C Preferred Stock
shall be in arrears for three or more quarterly periods within any five year
period, whether or not such quarterly periods are consecutive (a "Preferred
Dividend Default"), the number of directors then constituting the Board of
Directors shall be increased by two (if not already increased by reason of a
similar arrearage with respect to any Parity Preferred (as hereinafter
defined)), and the holders of such shares of Series C Preferred Stock (subject
to certain restrictions in case of any Regulated Person) will be entitled to
vote separately as a class with all other series of preferred stock ranking on a
parity with the Series C Preferred Stock as to dividends or upon liquidation and
upon which like voting rights have been conferred and are exercisable,
including, in that instance, the Series B Preferred Stock ("Parity Preferred"),
in order to fill the vacancies thereby created, for the election of a total of
two additional directors of the Company (the "Preferred Stock Directors") at a
special meeting called by the Company at the request of holders of record

                                       10


of at least 20% of the Series C Preferred Stock or the holders of record of at
least 20% of any series of Parity Preferred so in arrears (unless such request
is received less than 90 days before the date fixed for the next annual meeting
of stockholders) or at the next annual meeting of stockholders, and at each
subsequent annual meeting until all dividends accumulated on such shares of
Series C Preferred Stock and Parity Preferred for the past dividend periods and
the dividend for the then current dividend period shall have been fully paid or
declared and a sum sufficient for the payment thereof set aside for payment. In
the event the directors of the Company are divided into classes, each such
vacancy shall be apportioned among the classes of directors to prevent stacking
in any one class and to insure that the number of directors in each of the
classes of directors, are as nearly equal as possible. Each Preferred Stock
Director, as a qualification for election as such (and regardless of how
elected) shall submit to the Board of Directors of the Company a duly executed,
valid, binding and enforceable letter of resignation from the Board of
Directors, to be effective upon the date upon which all dividends accumulated on
such shares of Series C Preferred Stock and Parity Preferred for the past
dividend periods and the dividend for the then current dividend period shall
have been fully paid or declared and a sum sufficient for the payment thereof
set aside for payment, whereupon the terms of office of all persons elected as
Preferred Stock Directors by the holders of the Series C Preferred Stock and any
Parity Preferred shall, upon the effectiveness of their respective letters of
resignation, forthwith terminate, and the number of directors then constituting
the Board of Directors shall be reduced accordingly. A quorum for any meeting
shall exist if at least a majority of the outstanding shares of Series C
Preferred Stock and shares of Parity Preferred upon which like voting rights
have been conferred and are exercisable are represented in person or by proxy at
such meetings. Such Preferred Stock Directors shall be elected upon the
affirmative vote of a plurality of the shares of Series C Preferred Stock and
such Parity Preferred present and voting in person or by proxy at a duly called
and held meeting at which a quorum is present. If and when all accumulated
dividends and the dividend for the then current dividend period on the Series C
Preferred Stock shall have been paid in full or declared and set aside for
payment in full, the holders thereof shall be divested of the foregoing voting
rights (subject to revesting in the event of each and every Preferred Dividend
Default). Any Preferred Stock Director may be removed at any time with or
without cause by, and shall not be removed otherwise than by the vote of, the
holders of record of a majority of the outstanding shares of the Series C
Preferred Stock when they have the voting rights described above (voting
separately as a class with all series of Parity Preferred upon which like voting
rights have been conferred and are exercisable). So long as a Preferred Dividend
Default shall continue, any vacancy in the office of a Preferred Stock Director
may be filled by written consent of the Preferred Stock Director remaining in
office, or if none remains in office, by a vote of the holders of record of a
majority of the outstanding shares of Series C Preferred Stock when they have
the voting rights described above (voting separately as a class with all series
of Parity Preferred upon which like voting rights have been conferred and are
exercisable). The Preferred Stock Directors shall each be entitled to one vote
per director on any matter properly coming before the Board of Directors.

              (c) So long as any shares of Series C Preferred Stock remain
outstanding, the Company will not, without the affirmative vote or consent of
the holders of at least two-thirds of the shares of the Series C Preferred Stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (voting separately as a class):

                                       11


              (i)   voluntarily terminate the status of the company as a REIT;

              (ii)  amend, alter or repeal the provisions of the Charter or
                    these Articles Supplementary, whether by merger,
                    consolidation or otherwise (an "Event"), so as to materially
                    and adversely affect any preferences, conversion and other
                    rights, voting powers, restrictions, limitations as to
                    dividends, qualifications, and terms and conditions of
                    redemption of the Series C Preferred Stock or the holders
                    thereof; provided, however, that without the affirmative
                    vote or consent of each holder of shares of the Series C
                    Preferred Stock outstanding at the time, no amendment,
                    alteration or repeal of the provisions of the Charter or of
                    these Articles Supplementary may be made that will (w)
                    reduce the number of shares of the Series C Preferred Stock
                    required to consent to an amendment, alteration or repeal of
                    the Charter or these Articles Supplementary pursuant to this
                    Section 9(c)(ii), (x) reduce the Initial Dividend Yield or
                    the Liquidation Preference or change the method of
                    calculation of the First Default Dividend Yield, the Second
                    Default Dividend Yield, or the Make-Whole Price, (y) change
                    the payment date for payment of dividends with respect to
                    the Series C Preferred Stock or change the period with
                    respect to which such dividends are paid, or (z) alter or
                    modify the rights of any holder of Series C Preferred Stock
                    pursuant to Section 8 of these Articles Supplementary. With
                    respect to the occurrence of any Event set forth above, so
                    long as the Series C Preferred Stock (or any equivalent
                    class or series of stock issued by the surviving corporation
                    in any merger or consolidation to which the Company became a
                    party) remains outstanding with the terms thereof materially
                    unchanged, the occurrence of any such Event shall not be
                    deemed to materially and adversely affect any preferences,
                    conversion and other rights, voting powers, restrictions,
                    limitations as to dividends, qualifications, and terms and
                    conditions of redemption of holders of the Series C
                    Preferred Stock. Any increase in the amount of the
                    authorized Preferred Stock or the creation or issuance of
                    any other series of Preferred Stock, or any increase in the
                    amount of the authorized shares of such series, in each case
                    ranking on a parity with, or junior to the Series C
                    Preferred Stock with respect to payment of dividends or the
                    distribution of assets upon liquidation, dissolution or
                    winding up, or the issuance of additional shares of Series C
                    Preferred Stock or De Minimis Series B Preferred Stock shall
                    not be deemed to materially and adversely affect any
                    preferences, conversion and other rights, voting power,
                    restrictions, limitations as to dividends, qualifications,
                    and terms and conditions of redemption; or

              (iii) enter into or undertake any Senior Obligations at any time
                    during which the Company is in violation of the Fixed Charge
                    Coverage Ratio Covenant or the Capitalization Ratio
                    Covenant.



                                       12


              (d) So long as any shares of Series C Preferred Stock remain
outstanding and any holder of the Series C Preferred Stock as of the date of its
issuance continues to hold, beneficially or of record, at least 75% of the
number of shares of Series C Preferred Stock which such holder owns,
beneficially or of record, as of such date, the Company will not, without the
affirmative vote or consent of the holders of at least 85% of the shares of the
Series C Preferred Stock outstanding at the time, given in person or by proxy,
either in writing or at a meeting (voting separately as a class), amend Section
10 of these Articles Supplementary.

              (e) The foregoing voting provisions will not apply if, at or prior
to the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of Series C Preferred Stock
shall have been redeemed or called for redemption upon proper notice and
sufficient funds shall have been deposited in trust to effect such redemption.

              (f) Notwithstanding Section 9(b), any and all shares of Series C
Preferred Stock owned by a Regulated Person which exceed 4.9% (the "Excess
Regulated Person Shares") of the total issued and outstanding shares of Series C
Preferred Stock shall not be entitled to vote for the election of Preferred
Stock Directors (and shall not be counted for purposes of determining the
percentage of holders of Series C Preferred Stock necessary to call the special
meeting described in Section 9(b) or whether a quorum is present at such a
meeting or for any other analogous purpose described in Section 9(b)) so long as
such Excess Regulated Person Shares are owned by a Regulated Person.

              (g) Except as expressly stated in these Articles Supplementary,
the Series C Preferred Stock will not have any relative, participating, optional
or other special voting rights and powers, and the consent of the holders
thereof shall not be required for the taking of any corporate action, including
but not limited to, any merger or consolidation involving the Company, or a sale
of all or substantially all of the assets of the Company, or the liquidation or
dissolution of the Company, irrespective of the effect that such merger,
consolidation, sale, liquidation or dissolution may have upon the rights,
preferences or voting power of the holders of the Series C Preferred Stock.

              10. Covenants.

              (a) The Company agrees that so long as any share of Series C
Preferred Stock shall remain outstanding:

                   (i) The Company shall not permit the Fixed Charge Coverage
         Ratio to be less than 1.30 (the "Fixed Charge Coverage Ratio Covenant")
         or the Capitalization Ratio to exceed 0.55 (the "Capitalization Ratio
         Covenant") measured, in each case, at the end of each fiscal quarter.

                   (ii) The Company shall not enter into or undertake any Senior
         Obligation which results in a violation of the Fixed Charge Coverage
         Ratio Covenant or the Capitalization Ratio Covenant, compliance with
         such covenants being determined (A) in the case of the Fixed Charge
         Coverage Ratio Covenant, after giving effect on a pro

                                       13


         forma basis to any such Senior Obligation as if such Senior Obligation
         had been issued on the first day of the Calculation Period and (B) in
         the case of the Capitalization Ratio Covenant, as of the end of the
         fiscal quarter of the Company immediately preceding the fiscal quarter
         of the Company in which such Senior Obligation is issued and
         undertaken, after giving effect on a pro forma basis to any such Senior
         Obligation as if such Senior Obligation had been issued on the first
         day of such immediately preceding quarter.

              (b) The covenants set forth in Section 10(a) are for the exclusive
benefit of the holders of the Series C Preferred Stock and may be waived by such
percentage of the shares of Series C Preferred Stock outstanding at the time as
may be required to amend such covenants pursuant to Section 9(d) (or, if Section
9(d) is no longer in effect, pursuant to Section 9(c)), without the consent,
approval or vote of any other class of stock of the Company.

              11. Conversion. The Series C Preferred Stock is not convertible
into or exchangeable for any other securities or property of the Company.

         THIRD: The classification of authorized but unissued shares as set
forth in these Articles Supplementary does not increase the authorized capital
of the Company or the aggregate par value thereof.

         FOURTH: These Articles Supplementary have been approved by the majority
of the Board of Directors of the Company in the manner prescribed by the MGCL.

         IN WITNESS WHEREOF, the undersigned, the President of the Company
Acknowledges these Articles Supplementary to be the corporate act of the Company
and, as to all matters or facts required to be verified under oath, the
undersigned acknowledges that to the best of his knowledge, information and
belief, these matters and facts set forth herein are true in all material
respects and that this statement is made under the penalties for perjury.

         These Articles Supplementary have been executed under seal in the name
of the Company and on its behalf by its President and attested to by its
Secretary on this 29th day of May, 2003.

ATTEST                                       URSTADT BIDDLE PROPERTIES INC.



/s/ Thomas D. Myers                          By /s/ Willing L. Biddle
- --------------------------------                --------------------------------
Thomas D. Myers                                 Willing L. Biddle
Secretary                                       President





                                       14

EX-13

                                                                     Exhibit 13

                                                                  EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT, dated as of this 29th day of May, 2003
(this "Agreement"), by and among Urstadt Biddle Properties Inc., a Maryland
corporation (the "Company"), and Ferris, Baker Watts, Incorporated and Stifel,
Nicolaus & Company, Incorporated, (each individually an "Initial Purchaser" and
collectively the "Initial Purchasers") as attorneys-in-fact for and on behalf of
each person listed on Exhibit A hereto.

                              W I T N E S S E T H :
                               - - - - - - - - - -

         WHEREAS, upon the terms and subject to the conditions of the Purchase
Agreement dated as of May 28, 2003, by and among each of the Initial Purchasers
and the Company (the "Purchase Agreement"), the Company has agreed to issue and
sell to the Initial Purchasers, and the Initial Purchasers have agreed to
purchase from the Company, an aggregate of 400,000 shares, par value $.01 per
share, of the Company's 8.5% Series C Senior Cumulative Preferred Stock (the
"Preferred Stock") on the terms and conditions set forth therein;

         WHEREAS, upon the terms and subject to the conditions of subscription
agreements (the form of which is an Exhibit to the Purchase Agreement) dated as
of May 29, 2003, by and between the Initial Purchasers, on the one hand, and the
qualified institutional buyers, on the other hand, the Initial Purchasers have
agreed to resell the preferred stock to the qualified institutional buyers in
accordance with Rule 144A of the Securities Act (the "subscription agreements");
and

         WHEREAS, in order to induce the Initial Purchasers to enter into the
Purchase Agreement and to consummate the transactions contemplated thereby, and
to induce the qualified institutional buyers to enter into the subscription
agreements and to consummate the transactions contemplated thereby, the Company
has agreed to provide the persons listed on Exhibit A hereto and the holders of
the Registrable Securities prior to the time of the filing of the Registration
Statement with certain registration rights with respect to the Preferred Stock
as more fully set forth herein.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto, intending to be legally bound,
hereby agree as follows:

         1. Definitions.

         As used in this Agreement, the following terms shall have the following
meanings:


                                      -1-


         (a) "Affiliate" of any specified Person means any other Person who
directly, or indirectly through one or more intermediaries, is in control of, is
controlled by, or is under common control with, such specified Person. For
purposes of this definition, control of a Person means the power, directly or
indirectly, to direct or cause the direction of the management and policies of
such Person whether by contract or otherwise; and the terms "controlling" and
"controlled" have the respective meanings correlative to the foregoing.

         (b) "Commission" means the Securities and Exchange Commission.

         (c) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder, or any
similar successor statute.

         (d) "Purchasers" mean the persons listed on Exhibit A hereto and any
transferee or assignee of the Registrable Securities who holds such Registrable
Securities immediately prior to the effective date of the Registration
Statement.

         (e) "Person" means any individual, partnership, corporation, limited
liability company, joint stock company, association, trust, unincorporated
organization, or a government or agency or political subdivision thereof.

         (f) "Prospectus" means the prospectus (including, without limitation,
any preliminary prospectus and any final prospectus filed pursuant to Rule
424(b) under the Securities Act, including any prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance on Rule 430A under the Securities Act)
included in the Registration Statement, as amended or supplemented by any
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by the Registration Statement and by all
other amendments and supplements to such prospectus, including all material
incorporated by reference in such prospectus and all documents filed after the
date of such prospectus by the Company under the Exchange Act and incorporated
by reference therein.

         (g) "Registrable Securities" mean the shares of Preferred Stock, or any
other securities issued in respect of such securities upon any stock split,
stock dividend, recapitalization, merger or other reorganization, issued to or
held by each Purchaser; provided, however, that a share of Preferred Stock, or
of such other securities issued in respect thereof, shall cease to be a
Registrable Security for purposes of this Agreement when it no longer is a
Restricted Security.

         (h) "Registration Statement" means a registration statement of the
Company filed on an appropriate form under the Securities Act providing for the
registration of, and the sale on a continuous or delayed basis by the holders
of, all of the Registrable Securities pursuant to Rule 415 under the Securities
Act, including the Prospectus contained therein and forming a part thereof, any
amendments to such registration statement and supplements to such Prospectus,
and all exhibits and other material incorporated by reference in such
registration statement.


                                      -2-


         (i) "Restricted Security" means any share of Preferred Stock, or any
other security issued in respect of such security upon any stock split, stock
dividend, recapitalization, merger or other reorganization, except any such
share that (i) has been registered pursuant to an effective registration
statement under the Securities Act and sold in a manner contemplated by the
Prospectus included in the Registration Statement, (ii) has been transferred in
compliance with the resale provisions of Rule 144 under the Securities Act (or
any successor provision thereto) or is transferable pursuant to paragraph (k) of
Rule 144 under the Securities Act (or any successor provision thereto), or (iii)
otherwise has been transferred and a new share of Preferred Stock not subject to
transfer restrictions under the Securities Act has been delivered by or on
behalf of the Company.

         (j) "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder, or any similar successor
statute.

         2. Registration. Subject to the receipt of necessary information from
the Purchasers, the Company shall use its reasonable efforts to prepare and file
with the Commission as soon as reasonably practicable after the date hereof, a
Registration Statement under the Securities Act relating to the offer and sale
of the Registrable Securities and shall use its reasonable efforts to cause the
Commission to declare such Registration Statement to be effective under the
Securities Act as soon as reasonably practicable after filing, all in accordance
with the terms of this Agreement.

         3. Obligations of the Company. In connection with the registration of
the Registrable Securities, the Company shall:

         (a) promptly (i) prepare and file with the Commission such amendments
(including post-effective amendments) to the Registration Statement and
supplements to the Prospectus as may be necessary to keep the Registration
Statement continuously effective and in compliance with the provisions of the
Securities Act applicable thereto so as to permit the Prospectus forming a part
thereof to be current and useable by Purchasers for resales of the Registrable
Securities for a period of two years from the date on which the Registration
Statement is first declared effective by the Commission (the "Effective Time")
or such shorter period that will terminate when all the Registrable Securities
covered by the Registration Statement have been (A) sold pursuant thereto in
accordance with the plan of distribution provided in the Prospectus, (B)
transferred pursuant to Rule 144 under the Securities Act or (C) otherwise
transferred in a manner that results in the delivery of new securities not
subject to transfer restrictions under the Securities Act (the "Registration
Period"), and (ii) take all lawful action such that each of (A) the Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, not
misleading, and (B) the Prospectus forming part of the Registration Statement,
and any amendment or supplement thereto, does not at any time during the
Registration Period include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the

                                      -3-


circumstances under which they were made, not misleading. Notwithstanding the
foregoing provisions of this Section 3(a), the Company may, during the
Registration Period, suspend the use of the Prospectus for a period not to
exceed 60 days (whether or not consecutive) in any 12-month period if the Board
of Directors of the Company determines in good faith that because of valid
business reasons, including pending mergers or other business combination
transactions, planned acquisitions or divestitures of assets, or pending
material corporate developments and similar events, it is in the best interests
of the Company to suspend such use, and prior to or contemporaneously with
suspending such use the Company provides the Purchasers with written notice of
such suspension, which notice need not specify the nature of the event giving
rise to such suspension. At the end of any such suspension period, the Company
shall provide the Purchasers with written notice of the termination of such
suspension. The Company covenants and agrees that it shall not suspend use of
any Prospectus according to the above terms unless Company employees, officers
and directors and their affiliates and any other holders of registration rights
with respect to the Company's stock would, under applicable law, also be
prohibited from effecting any public sales of shares of Company stock
beneficially owned by them for the duration of such period. The Company
represents that it has no knowledge of any circumstance that would reasonably be
expected at the time of the filing of the Registration Statement pursuant to
Section 2 to cause the Company to exercise its rights under this Section 3(a);

         (b) during the Registration Period, comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Securities of
the Company covered by the Registration Statement until such time as all of such
Registrable Securities have been disposed of in accordance with the intended
methods of disposition by the Purchasers as set forth in the Prospectus forming
part of the Registration Statement;

         (c) (i) prior to the filing with the Commission of the Registration
Statement (including any amendments thereto) and the distribution or delivery of
any Prospectus (including any supplements thereto), provide draft copies thereof
to the Purchasers and reflect in such documents all such comments as the
Purchasers (and their counsel) reasonably may propose and (ii) furnish to each
Purchaser whose Registrable Securities are included in the Registration
Statement and its legal counsel identified to the Company, (A) promptly after
the same is prepared and publicly distributed, filed with the Commission, or
received by the Company, one copy of the Registration Statement, each
Prospectus, and each amendment or supplement thereto, and (B) such number of
copies of the Prospectus and all amendments and supplements thereto, and such
other documents, as such Purchaser may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Purchaser;

         (d) (i) register and qualify the Registrable Securities covered by the
Registration Statement under such securities or "blue sky" laws of such U.S.
jurisdictions as a Purchaser who holds Registrable Securities being offered may
reasonably request as necessary or advisable in connection with the sale of such
Securities, (ii) prepare and file in such jurisdictions such amendments
(including post effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof at all
times during the Registration Period, (iii) take all such other lawful actions
as may be necessary to maintain such

                                      -4-


registrations and qualifications in effect at all times during the Registration
Period, and (iv) take all such other lawful actions as may be reasonably
necessary or advisable to qualify the Registrable Securities for sale in such
jurisdictions; provided, however, that the Company shall not be required in
connection therewith or as a condition thereto to (A) qualify to do business in
any jurisdiction where it would not otherwise be required to qualify but for
this Section 3(d), (B) subject itself to general taxation in any such
jurisdiction or (C) file a general consent to service of process in any such
jurisdiction;

         (e) as promptly as practicable after becoming aware of such event,
notify each Purchaser of the occurrence of any event, as a result of which the
Prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and
promptly prepare an amendment to the Registration Statement and supplement to
the Prospectus to correct such untrue statement or omission, and deliver such
number of copies of such supplement and amendment to each Purchaser as such
Purchaser may reasonably request;

         (f) as promptly as practicable after becoming aware of such event,
notify each Purchaser who holds Registrable Securities being sold of the
issuance by the Commission of any stop order or other suspension of the
effectiveness of the Registration Statement at the earliest possible time and
use its reasonable efforts to effect the withdrawal, recession or removal of
such stop order or other suspension;

         (g) upon the Commission declaring effective any Registration Statement
relating to the offer and sale of the Registrable Securities, use its reasonable
efforts to cause the listing of the Preferred Stock on the New York Stock
Exchange, Inc. (the "NYSE") or, if the Preferred Stock shall not then be
eligible for listing on the NYSE, to apply for listing of the Preferred Stock on
the American Stock Exchange, Inc. (the "AMEX") or, if the Preferred Stock shall
not then be eligible for listing on the AMEX, to apply for quotation of the
Preferred Stock through the National Association of Securities Dealers, Inc.
Automated Quotation System (the date of any such listing, the "Listing Date");
provided, however, that the Company, on the Listing Date, shall be entitled to
discontinue the trading of the Registrable Securities on The PortalSM Market, a
subsidiary of the Nasdaq Stock Market, Inc.;

         (h) subsequent to the Listing Date, maintain a transfer agent and
registrar, which may be a single entity, for the Preferred Stock;

         (i) cooperate with the Purchasers who hold Registrable Securities being
offered to facilitate the timely preparation and delivery of certificates for
the Registrable Securities to be offered pursuant to the Registration Statement
and enable such certificates for the Registrable Securities to be in such
denominations or amounts, as the case may be, as the Purchasers reasonably may
request and registered in such names as the Purchasers may request; and, at the
Effective Time, deliver and cause legal counsel selected by the Company to
deliver to the transfer agent for the

                                      -5-


Registrable Securities (with copies to the Purchasers whose Registrable
Securities are included in the Registration Statement) an appropriate
instruction and opinion of such counsel;

         (j) use its reasonable efforts to expedite and facilitate the
disposition by the Purchasers of their Registrable Securities in accordance with
the intended methods therefor provided in the Prospectus;

         (k) make generally available to its securityholders as soon as
practicable, but in any event not later than 18 months after (i) the effective
date (as defined in Rule 158(c) under the Securities Act) of the Registration
Statement, (ii) the effective date of each post-effective amendment to the
Registration Statement, and (iii) the date of each filing by the Company with
the Commission of its Annual Report on Form 10-K, an earnings statement of the
Company and its subsidiaries complying with Section 11(a) of the Securities Act
and the rules and regulations of the Commission thereunder (including, at the
option of the Company, Rule 158);

         (l) enter into such customary agreements and use its reasonable efforts
to expedite and facilitate the registration and disposition of the Registrable
Securities; and

         (m) (i) make reasonably available for inspection by Purchasers and any
attorney, accountant or other agent retained by such Purchasers all relevant
financial and other records, pertinent corporate documents and properties of the
Company and its subsidiaries, and (ii) cause the Company's officers, directors
and employees to supply all information reasonably requested by such Purchasers,
attorney, accountant or agent in connection with the Registration Statement, in
each case, as is customary for similar due diligence examinations; provided,
however, that all records, information and documents that are designated in
writing by the Company as confidential, proprietary or containing any material
non-public information shall be kept confidential by such Purchasers, attorney,
accountant or agent, unless such disclosure is made pursuant to judicial process
in a court proceeding (after first giving the Company an opportunity promptly to
seek a protective order or otherwise limit the scope of the information sought
to be disclosed) or is required by law, or such records, information or
documents become available to the public generally or through a third party not
in violation of an accompanying obligation of confidentiality; and provided
further that, if the foregoing inspection and information gathering would
otherwise disrupt the Company's conduct of its business, such inspection and
information gathering shall, to the maximum extent possible, be coordinated on
behalf of the Purchasers and the other parties entitled thereto by one legal
counsel designated by and on behalf of the Purchasers.

         4. Obligations of the Purchasers. In connection with the registration
of the Registrable Securities, the Purchasers shall have the following
obligations:

         (a) It shall be a condition precedent to the obligations of the Company
to use its reasonable efforts to complete the registration pursuant to this
Agreement with respect to the Registrable Securities of a holder of Registrable
Securities that such Purchaser shall furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended

                                      -6-


method of disposition of the Registrable Securities held by it as shall be
reasonably required to effect the registration of such Registrable Securities,
and shall execute such documents in connection with such registration as the
Company may reasonably request. As soon as is reasonably practicable after the
date hereof, the Company shall notify each Purchaser of the information the
Company requires from each such Purchaser (the "Requested Information"), if such
Purchaser shall elect to have any of its Registrable Securities included in the
Registration Statement. If, at least five business days prior to the anticipated
filing date of the Registration Statement, the Company has not received the
Requested Information from a Purchaser (a "Non-Responsive Purchaser"), then the
Company may file the Registration Statement without including the Registrable
Securities of such Non-Responsive Purchaser.

         (b) Each Purchaser by its acceptance of the Registrable Securities
agrees to cooperate with the Company in connection with the preparation and
filing of the Registration Statement hereunder, unless such Purchaser has
notified the Company in writing of its election to exclude all of its
Registrable Securities from the Registration Statement or is otherwise a
Non-Responsive Purchaser.

         (c) Each Purchaser agrees that, upon receipt of any notice from the
Company of the occurrence of any event of the kind described in Section 3(e) or
3(f), it shall immediately discontinue its disposition of Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities
until such Purchaser's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 3(e) and, if so directed by the Company, such
Purchaser shall deliver to the Company (at the expense of the Company) or
destroy (and deliver to the Company a certificate of destruction) all copies in
such Purchaser's possession of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice.

         5. Expenses of Registration. All expenses incurred in connection with
registrations, filings or qualifications pursuant to Section 3, including,
without limitation, all registration, listing, and qualification fees, printing
and engraving and accounting fees, the fees and disbursements of counsel for the
Company (but excluding the fees of any legal counsel selected by the
Purchasers), shall be borne by the Company.

         6. Indemnification and Contribution.

         (a) Indemnification by the Company. The Company shall indemnify and
hold harmless each Purchaser and each of their respective officers and directors
and each Person who controls such Purchaser within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act (each such Person being
sometimes hereinafter referred to as an "Indemnified Party") from and against
any losses, claims, damages or liabilities, joint or several, to which such
Indemnified Party may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or an
omission or alleged omission to state therein a material fact required to be
stated therein or

                                      -7-


necessary to make the statements therein, not misleading, or arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any Prospectus or an omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and the Company hereby agrees to reimburse such
Indemnified Party for all reasonable legal and other expenses incurred by them
in connection with investigating or defending any such action or claim as and
when such expenses are incurred; provided, however, that the Company shall not
be liable to any such Indemnified Party in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon (i) an
untrue statement or alleged untrue statement made in, or an omission or alleged
omission from, such Registration Statement or Prospectus in reliance upon and in
conformity with written information furnished to the Company by such Indemnified
Party expressly for use therein or (ii) in the case of the occurrence of an
event of the type specified in Section 3(e), the use by the Indemnified Party of
an outdated or defective Prospectus after the Company has provided to such
Indemnified Party the notice required by Section 3(e).

         (b) Indemnification by the Purchasers. Each Purchaser agrees, as a
consequence of the inclusion of any of its Registrable Securities in a
Registration Statement, severally and not jointly, to (i) indemnify and hold
harmless the Company, its directors (including any person who, with his or her
consent, is named in the Registration Statement as a director nominee of the
Company), its officers who sign the Registration Statement and each Person, if
any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any losses, claims,
damages or liabilities to which the Company or such other Persons may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in such Registration Statement or Prospectus or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein (in
light of the circumstances under which they were made, in the case of the
Prospectus), not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such holder expressly for use therein, and (ii)
reimburse the Company for any reasonable legal or other expenses incurred by the
Company in connection with investigating or defending any such action or claim
as such expenses are incurred.

         (c) Notice of Claims, etc. Promptly after receipt by an Indemnified
Party of written notice of any investigation, claim, proceeding or other action
in respect of which indemnification is being sought (each, a "Claim"), the
Indemnified Party promptly shall notify the party against whom indemnification
pursuant to this Section 6 is being sought (the "Indemnifying Party") of the
commencement thereof; but the omission to so notify the Indemnifying Party shall
not relieve the Indemnifying Party from any liability that it otherwise may have
to the Indemnified Party, except to the extent that the Indemnifying Party is
materially prejudiced and forfeits substantive rights and defenses by reason of
such omission. In connection with any Claim as to

                                      -8-


which both the Indemnifying Party and the Indemnified Party are parties, the
Indemnifying Party shall be entitled to assume the defense thereof.
Notwithstanding the assumption of the defense of any Claim by the Indemnifying
Party, the Indemnified Party shall have the right to employ separate legal
counsel and to participate in the defense of such Claim, and the Indemnifying
Party shall bear the reasonable fees, out-of-pocket costs and expenses of such
separate legal counsel to the Indemnified Party if (and only if): (x) the
Indemnifying Party shall have agreed to pay such fees, costs and expenses; (y)
the Indemnified Party and the Indemnifying Party shall reasonably have concluded
that representation of the Indemnified Party by the legal counsel to the
Indemnifying Party would not be appropriate due to actual or, as reasonably
determined by legal counsel to the Indemnified Party, potentially differing
interests between such parties in the conduct of the defense of such Claim, or
if there may be legal defenses available to the Indemnified Party that are in
addition to or disparate from those available to the Indemnifying Party; or (z)
the Indemnifying Party shall have failed to employ legal counsel reasonably
satisfactory to the Indemnified Party within a reasonable period of time after
notice of the commencement of such Claim. If the Indemnified Party employs
separate legal counsel in circumstances other than as described in clauses (x),
(y) or (z) above, the fees, costs and expenses of such legal counsel shall be
borne exclusively by the Indemnified Party. Except as provided above, the
Indemnifying Party shall not, in connection with any Claim in the same
jurisdiction, be liable for the fees and expenses of more than one legal counsel
for the Indemnified Party. The Indemnified Party shall not, without the prior
written consent of the Indemnifying Party (which consent shall not unreasonably
be withheld), settle or compromise any Claim or consent to the entry of any
judgment that does not include an unconditional release of the Indemnifying
Party from all liabilities with respect to such Claim or judgment.

         (d) Contribution. If the indemnification provided for in this Section 6
is unavailable to or insufficient to hold harmless an Indemnified Party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
Indemnifying Party shall contribute to the amount paid or payable to such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of such Indemnifying Party and
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such Indemnifying Party or by such Indemnified Party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 6(d) were determined by
pro rata allocation (even if the Purchasers were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 6(d). The amount paid or
payable by an Indemnified Party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above shall be deemed to
include any legal or other fees or expenses reasonably

                                      -9-


incurred by such Indemnified Party in connection with investigating or defending
any such action or claim. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation. The obligations of the Purchasers in this Section 6(d) to
contribute shall be several, not joint, and in proportion to the percentage of
Registrable Securities registered by the Purchasers.

         (e) Notwithstanding any other provision of this Section 6, in no event
shall any Purchaser be liable to any Person under this Section 6 for any amounts
in excess of the dollar amount of the proceeds to be received by such Purchaser
from the sale of such Purchaser's Registrable Securities (after deducting any
fees, discounts and commissions applicable thereto) pursuant to the Registration
Statement under which such Registrable Securities are to be registered under the
Securities Act.

         (f) The obligations of the Company under this Section 6 shall be in
addition to any liability which the Company may otherwise have to any
Indemnified Party and the obligations of any Purchaser under this Section 6
shall be in addition to any liability which such Purchaser may otherwise have to
any Indemnified Party. The remedies provided in this Section 6 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
an Indemnified Party at law or in equity.

         7. Rule 144. With a view to making available to the Purchasers the
benefits of Rule 144 under the Securities Act or any other similar rule or
regulation of the Commission that may at any time permit the Purchasers to sell
securities of the Company to the public without registration ("Rule 144"), the
Company agrees to:

         (a) comply with the provisions of paragraph (c)(1) of Rule 144; and

         (b) file with the Commission in a timely manner all reports and other
documents required to be filed by the Company pursuant to Section 13 or 15(d)
under the Exchange Act.

         8. Assignment. Notwithstanding anything to the contrary contained in
this Agreement, the rights to have the Company register Registrable Securities
pursuant to this Agreement will not be transferred to a transferee of
Registrable Securities unless: (a) the Purchaser agrees in writing with the
transferee or assignee to assign such rights, and a copy of such agreement is
furnished to the Company as soon as practicable after such assignment; (b) the
Company is, as soon as practicable after such transfer or assignment, furnished
with written notice of (i) the name and address of such transferee or assignee
and (ii) the securities with respect to which such registration rights are being
transferred or assigned; (c) immediately following such transfer or assignment,
the securities so transferred or assigned to the transferee or assignee
constitute Restricted Securities; and (d) at or before the time the Company
receives the written notice contemplated by clause (b) of this sentence, the
transferee or assignee signs a counterpart of this

                                      -10-


Agreement or otherwise agrees in writing with the Company to be bound by all of
the provisions contained herein.

         9. Restrictions on Transferability. Each Purchaser acknowledges and
agrees that the Registrable Securities are subject to certain transfer
restrictions set forth in the subscription agreements, and each Purchaser
further acknowledges and agrees that certificates representing shares of
Registrable Securities shall be stamped or otherwise imprinted with legends
restricting the transferability thereof, in substantially the form set forth in
such subscription agreements.

         10. Amendment and Waiver. Any provision of this Agreement may be
amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Purchasers who hold at least 66-2/3% of
the Registrable Securities. Any amendment or waiver effected in accordance with
this Section 10 shall be binding upon each Purchaser and the Company.

         11. Miscellaneous.

         (a) A Person shall be deemed to be a holder of Registrable Securities
whenever such Person owns of record such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more Persons
with respect to the same Registrable Securities, the Company shall act upon the
basis of instructions, notice or election received from the registered owner of
such Registrable Securities.

         (b) Notices required or permitted to be given hereunder shall be in
writing and shall be deemed to be sufficiently given when personally delivered
(by hand, by courier, by facsimile transmission, receipt confirmed) or sent by
certified mail, return receipt requested, properly addressed and with proper
postage pre-paid (i) if to the Company, to Urstadt Biddle Properties Inc., 321
Railroad Avenue, Greenwich Connecticut 06830 Attn: Secretary, with a copy to
Coudert Brothers, 1114 Avenue of the Americas, New York, NY 10036, Attn: Thomas
J. Drago, Esq., (ii) if to the Initial Purchasers, at the respective addresses
set forth in the Purchase Agreement and (iii) if to any other Purchaser, at such
address as such Purchaser shall have provided in writing to the Company, or at
such other address as each such party furnishes by notice given in accordance
with this Section 12(b), and shall be effective, when personally delivered, upon
receipt and, when so sent by certified mail, four calendar days after deposit
with the United States Postal Service.

         (c) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

         (d) This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New York, without regard to applicable conflict of
laws principles. Each of the parties consents to the jurisdiction of the federal
courts whose districts encompass any part of the

                                      -11-


City of New York or the state courts of the State of New York sitting in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives, to the maximum extent permitted by law, any objection including
any objection based on forum non conveniens, to the bringing of any such
proceeding in such jurisdictions. If any provision of this Agreement shall be
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction.

         (e) This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and undertakings among the parties hereto with respect to the subject
matter hereof.

         (f) Subject to all conditions herein, this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto.

         (g) All pronouns and any variations thereof refer to the masculine,
feminine or neuter, singular or plural, as the context may require.

         (h) The headings in this Agreement are for convenience of reference
only and shall not limit or otherwise affect the meaning thereof.

         (i) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same agreement.

                  [Remainder of page intentionally left blank]

                                      -12-






A facsimile transmission of this signed Agreement shall be legal and binding on
all parties hereto.

         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date first above written.


                               URSTADT BIDDLE PROPERTIES INC.


                               By: /s/ Willing L. Biddle
                                   -------------------------------
                                   Name:  Willing L. Biddle
                                   Title: President


                               FERRIS, BAKER WATTS, INCORPORATED
                               as attorney-in-fact for and on behalf
                               of the  persons specified on Exhibit A hereto

                               By: /s/ Mark O. Decker, Sr.
                                   -------------------------------
                                   Name:  Mark O. Decker, Sr.
                                   Title: Senior Vice President





                                                                       EXHIBIT A



Qualified Institutional Buyer              Number of Shares
- -----------------------------              ----------------

AEW Capital Management                         90,000
Cohen & Steers Capital Management              80,000
Kensington Investment Group                    95,000
Neuberger Berman                               60,000
RREEF Real Estate Securities Advisors          75,000
                                               ------
                                              400,000



                                      -14-