8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K
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                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 7, 2005

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                         URSTADT BIDDLE PROPERTIES INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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           STATE OF MARYLAND                            1-12803                              04-2458042
           -----------------                            -------                              ----------
     (STATE OR OTHER JURISDICTION              (COMMISSION FILE NUMBER)                   (I.R.S. EMPLOYER
           OF INCORPORATION)                                                             IDENTIFICATION NO.)


               321 RAILROAD AVENUE, GREENWICH, CT                                       06830
               ----------------------------------                                       -----
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                 (ZIP CODE)


                                 (203) 863-8200
                                 --------------
                         (REGISTRANT'S TELEPHONE NUMBER,
                              INCLUDING AREA CODE)

                                       N/A
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
     (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))






ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Urstadt Biddle Properties Inc. (the "Company") entered into an Underwriting
Agreement, dated as of April 7, 2005 (the "Underwriting Agreement"), between the
Company and Deutsche Bank Securities Inc., as sole bookrunning manager for the
underwriters named therein (collectively, the "Underwriters"). Pursuant to the
Underwriting Agreement, the Company agreed to sell to the Underwriters 1,000,000
shares of its 7.5% Series D Senior Cumulative Preferred Stock, $.01 par value
per share (the "Series D Preferred Stock"), at a price of $24.2125 per share,
for resale to the public by the Underwriters at $25 per share. The Company also
gave the Underwriters an option to purchase up to 150,000 additional shares of
the Series D Preferred Stock solely to cover over-allotments. The closing of the
sale of the 1,000,000 shares of Series D Preferred Stock contemplated by the
Underwriting Agreement is expected to occur on April 12, 2005. A copy of the
Underwriting Agreement is filed as Exhibit 1.1 to this report.


ITEM 5.03         AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS.

On April 8, 2005, the Company filed with the State of Maryland Articles
Supplementary relating to the Series D Preferred Stock (the "Articles
Supplementary"), which Articles Supplementary were effective on filing. The
Articles Supplementary classify 1,150,000 authorized but unissued shares of the
Company's preferred stock into 1,150,000 shares of Series D Preferred Stock. The
Series D Preferred Stock entitles the holders thereof to cumulative cash
dividends payable quarterly in arrears on or about January 31, April 30, July 31
and October 31 of each year beginning on July 31, 2005 at the rate of 7.5% per
annum of the $25 per share liquidation preference. The Series D Preferred Stock
is not redeemable before April 12, 2010, except in limited circumstances
relating to the ownership limitation necessary to preserve the Company's
qualification as a REIT or a change in control of the Company. On and after
April 12, 2010, the Company will be able to redeem the Series D Preferred Stock
for cash, in whole or from time to time in part, at a price per share equal to
the liquidation preference plus accumulated, accrued and unpaid dividends, if
any, to the redemption date, without interest. The Series D Preferred Stock
ranks Senior to the Company's common stock and Class A common stock, and on the
same level as the Company's remaining outstanding shares of preferred stock,
with respect to the payment of dividends and the distributions upon liquidation,
dissolution or winding up. Holders of shares of the Series D Preferred Stock
generally do not have any voting rights. If, however, the Company has not paid
dividends on the Series D Preferred Stock for six or more quarterly periods,
whether or not consecutive, holders of the Series D Preferred Stock, together
with holders of other classes of preferred stock of the Company with similar
rights, will be entitled to elect two additional directors to the Company's
board of directors until all unpaid dividends on the Series D Preferred Stock
and such other series of preferred stock have been paid or declared and set
apart for payment and dividends thereon for the current quarterly period have
been declared and paid or declared and set apart for payment. Certain material
adverse changes to the terms of the Series D Preferred Stock cannot be made
without the affirmative vote of at least 66-2/3% of the outstanding shares of
Series D Preferred Stock. A copy of the Articles Supplementary is filed as
Exhibit 4.1 to this report.


ITEM 8.01         OTHER EVENTS.

On April 8, 2005, the Company issued a press release announcing the pricing of
the Series D Preferred Stock offering. A copy of the press release is filed as
Exhibit 99.1 to this report.


ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

        (c)   Exhibits.

              The following exhibits are filed herewith:

                    EXHIBIT NO.                     DESCRIPTION

                          1.1       Underwriting Agreement between Urstadt
                                    Biddle Properties Inc. and Deutsche Bank
                                    Securities Inc., dated April 7, 2005






                          4.1       Articles Supplementary relating
                                    to the 7.5% Series D Senior
                                    Cumulative Preferred Stock
                                    setting forth the powers,
                                    preferences and rights, and the
                                    qualifications, limitations and
                                    restrictions thereof

                          5.1       Opinion of Miles & Stockbridge P.C.

                          8.1       Opinion of Coudert Brothers LLP as to tax
                                    matters

                         23.1       Consent of Miles & Stockbridge P.C.
                                    (included in Exhibit 5.1)

                         23.2       Consent of Coudert Brothers LLP (included
                                    in Exhibit 8.1)

                         99.1       Press release dated April 8, 2005





                                          -2-






                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  April 8, 2005                  URSTADT BIDDLE PROPERTIES INC.
                                       (Registrant)

                                       By:      /s/ James R. Moore
                                          --------------------------------------

                                       Name:    James R. Moore
                                       Title:   Executive Vice President &
                                                Chief Financial Officer







                             URSTADT BIDDLE PROPERTIES INC.
                                    INDEX TO EXHIBITS


           EXHIBIT NO.                        DESCRIPTION

                 1.1          Underwriting Agreement between Urstadt Biddle
                              Properties Inc. and Deutsche Bank Securities Inc.,
                              dated April 7, 2005

                 4.1          Articles Supplementary relating
                              to the 7.5% Series D Senior
                              Cumulative Preferred Stock
                              setting forth the powers,
                              preferences and rights, and the
                              qualifications, limitations and
                              restrictions thereof

                 5.1          Opinion of Miles & Stockbridge P.C.

                 8.1          Opinion of Coudert Brothers LLP as to tax
                              matters

                23.1          Consent of Miles & Stockbridge P.C.
                              (included in Exhibit 5.1)

                23.2          Consent of Coudert Brothers LLP (included
                              in Exhibit 8.1)

                99.1          Press release dated April 8, 2005

EX-1.1

                                1,000,000 SHARES

                         URSTADT BIDDLE PROPERTIES INC.

                 7.5% Series D Senior Cumulative Preferred Stock

                                ($0.01 Par Value)

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                                   April 7, 2005

Deutsche Bank Securities Inc.
As Representative of the Several Underwriters
         c/o Deutsche Bank Securities Inc.
         60 Wall Street
         New York, New York  10005

Ladies and Gentlemen:

     Urstadt Biddle Properties Inc., a Maryland corporation (the "Company"),
proposes to sell to the several underwriters (the "Underwriters") named in
Schedule I hereto, for whom you are acting as representative (the
"Representative"), an aggregate of 1,000,000 shares (the "Firm Shares") of the
Company's 7.5% Series D Senior Cumulative Preferred Stock, $0.01 par value per
share (the "Series D Preferred Stock"). The respective amounts of the Firm
Shares to be so purchased by the several Underwriters are set forth opposite
their names in Schedule I hereto. The Company also proposes to sell, at the
Underwriters' option, an aggregate of up to 150,000 additional shares of the
Company's Series D Preferred Stock (the "Option Shares") as set forth below.

     As the Representative, you have advised the Company (a) that you are
authorized to enter into this Agreement on behalf of the several Underwriters,
and (b) that the Underwriters are willing to purchase, acting severally and not
jointly, the number of Firm Shares set forth opposite their respective names in
Schedule I hereto, plus their pro rata portion of the Option Shares if you elect
to exercise the over-allotment option in whole or in part for the accounts of
the several Underwriters. The Firm Shares and the Option Shares (to the extent
the aforementioned option is exercised) are herein collectively called the
"Shares."

In consideration of the mutual agreements contained herein and of the interests
of the parties in the transactions contemplated hereby, the parties hereto agree
as follows:

     1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to each of the Underwriters as follows:

          (i) A registration statement on Form S-3 (File No. 333-84774) with
     respect to the Shares has been prepared by the Company in conformity with
     the requirements of the Securities Act of 1933, as amended (the "Securities
     Act"), and the rules and regulations




     (the "Rules and Regulations") of the Securities and Exchange Commission
     (the "Commission") thereunder and has been filed with the Commission under
     the Securities Act. The Company and the transactions contemplated by this
     Agreement meet the requirements and comply with the conditions for the use
     of Form S-3. Copies of such registration statement, including any
     amendments thereto, the preliminary prospectuses (meeting the requirements
     of the Rules and Regulations) contained therein, the exhibits, financial
     statements and schedules, as finally amended and revised, and all documents
     incorporated by reference have heretofore been delivered by the Company to
     you. Such registration statement, herein referred to as the "Registration
     Statement," which shall be deemed to include all amendments to the date
     hereof and all information incorporated by reference therein, has been
     declared effective by the Commission under the Securities Act, and no
     post-effective amendment to the Registration Statement has been filed as of
     the date of this Agreement; and the Registration Statement and Prospectus
     as referred to below comply, or will comply, as the case may be, in all
     material respects with the Securities Act and the Rules and Regulations.
     The combined prospectus included in the Registration Statement, as
     supplemented by a preliminary prospectus supplement, dated April 4, 2005,
     relating to the Shares, and all prior amendments or supplements thereto
     filed with the Commission (other than amendments or supplements relating to
     securities other than the Shares), including all documents incorporated by
     reference therein, is hereinafter referred to as the "Preliminary
     Prospectus." The combined prospectus included in the Registration
     Statement, as it is to be supplemented by a prospectus supplement, dated on
     the date hereof, substantially in the form delivered to the Representative
     prior to the execution hereof, relating to the Shares, and all prior
     amendments or supplements thereto filed with the Commission (other than the
     Preliminary Prospectus and amendments or supplements relating to securities
     other than the Shares), including documents incorporated therein by
     reference, is hereinafter referred as the "Prospectus." Any reference
     herein to any Preliminary Prospectus or the Prospectus shall be deemed to
     refer to and include any supplements or amendments thereto filed with the
     Commission after the date of the filing of the Prospectus under Rule 424(b)
     or 430A and prior to the termination of the offering of the Shares by the
     Underwriters, and any reference to any amendment or supplement to any
     Preliminary Prospectus or Prospectus, as the case may be, shall be deemed
     to refer to and include any documents filed after the date of such
     Preliminary Prospectus or Prospectus, as the case may be, under the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
     incorporated by reference into such Preliminary Prospectus or Prospectus,
     as the case may be; and any reference to any amendment to the Registration
     Statement shall be deemed to refer to and include any annual report of the
     Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after
     the effective date of the Registration Statement that is incorporated by
     reference into the Registration Statement.

          (ii) Each of the Company and its subsidiaries and the Partnerships (as
     defined below) has been duly incorporated or formed, as the case may be,
     and is validly existing as a corporation or partnership, as the case may
     be, in good standing under the laws of the jurisdiction of its
     incorporation or formation, as the case may be, and has power and authority
     to own, lease and operate its properties and to conduct its business as
     described in the Registration Statement and, in the case of the Company, to
     enter into and perform its obligations under this Agreement. Each of the
     Company and its subsidiaries and the

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     Partnerships is duly qualified as a foreign corporation or partnership, as
     the case may be, to transact business and is in good standing in each other
     jurisdiction in which such qualification is required, whether by reason of
     the ownership or leasing of property or the conduct of business, except for
     such jurisdictions where the failure to so qualify or to be in good
     standing would not, individually or in the aggregate, result in (a) a
     material adverse change, or any development that could reasonably be
     expected to result in a material adverse change, in or affecting the
     condition, financial or otherwise, or the earnings, business, operations,
     management or business prospects, whether or not arising from transactions
     in the ordinary course of business, of the Company and its subsidiaries and
     the Partnerships, considered as one enterprise, (b) adversely affect the
     issuance, validity or enforceability of the Shares or (c) adversely affect
     the consummation of the transactions contemplated by this Agreement (any of
     (a), (b) or (c), a "Material Adverse Change"). All of the issued and
     outstanding equity interests of each subsidiary of the Company that is a
     corporation have been duly authorized and validly issued, are fully paid
     and nonassessable and are owned by the Company, directly or through
     subsidiaries, free and clear of any security interest, mortgage, pledge,
     lien, claim, restriction or encumbrance. All corporations, partnerships,
     associations, limited liability companies and other entities owned or
     controlled, directly or indirectly, by the Company are set forth in
     Schedule II hereto.

          (iii) Each of the Certificates and Agreements of Limited Partnership
     of the Limited Partnerships (as defined below), including any amendments
     thereto, has been duly and validly authorized, executed and delivered by
     the Company and constitutes the valid and binding agreement of the Company,
     enforceable in accordance with its terms, except as may be limited by
     bankruptcy, insolvency, reorganization, moratorium or similar laws
     affecting creditors' rights generally or by general principles of equity.

          (iv) The authorized, issued and outstanding capital stock of the
     Company as of January 31, 2005 is as set forth in the Prospectus under the
     caption "Capitalization" (other than for subsequent issuances, if any,
     pursuant to employee benefit plans described in the Registration Statement,
     upon exercise of outstanding options or warrants described in the
     Registration Statement or under the Company's current dividend reinvestment
     plan (the "DRIP")). The capital stock (including the Series D Preferred
     Stock) conforms in all material respects to the description thereof
     contained in the Registration Statement and the Prospectus. All of the
     issued and outstanding shares of capital stock of the Company have been
     duly authorized and validly issued, are fully paid and non-assessable and
     have been issued in compliance with applicable federal and state securities
     laws. None of the outstanding shares of capital stock of the Company was
     issued in violation of any preemptive rights, rights of first refusal or
     other similar rights to subscribe for or purchase securities of the
     Company. There are no authorized or outstanding options, warrants,
     preemptive rights, rights of first refusal or other rights to purchase, or
     equity or debt securities convertible into or exchangeable or exercisable
     for, any capital stock of the Company or any of its subsidiaries other than
     those described in the Registration Statement. The description of the
     Company's stock option, stock bonus and other stock plans or arrangements,
     and of the options or other rights granted thereunder, set forth in the
     Registration Statement, fairly and accurately presents the material terms
     and provisions of such plans, arrangements, options and rights. The shares
     of common stock


                                       3


     and Class A common stock of the Company are duly listed on the New York
     Stock Exchange.

          (v) The issuance and sale of the Series D Preferred Stock have been
     duly authorized by the Company; when issued and delivered against payment
     therefor as provided in this Agreement, the shares of Series D Preferred
     Stock will be validly issued, fully paid and nonassessable and the issuance
     and sale of the Series D Preferred Stock will not be subject to any
     preemptive or similar rights; no person or entity has a right of
     participation or first refusal with respect to the sale of the Series D
     Preferred Stock by the Company; the form of certificates evidencing the
     Series D Preferred Stock complies with all applicable legal requirements
     and with all applicable requirements of the articles of incorporation of
     the Company, including all amendments and supplements thereto (the
     "Articles of Incorporation") and the bylaws of the Company (the "Bylaws");

          (vi) The Commission has not issued an order preventing or suspending
     the use of any Preliminary Prospectus relating to the proposed offering of
     the Shares nor instituted proceedings for that purpose. The Registration
     Statement and the Prospectus conform to or will conform to, as the case may
     be, the requirements of the Securities Act and the Rules and Regulations of
     the Commission thereunder in all material respects. The documents
     incorporated by reference in the Prospectus, at the time they were or will
     be filed with the Commission, as the case may be, conformed or will conform
     at the time of filing in all material respects to the requirements of the
     Exchange Act or the Securities Act, as applicable, and the Rules and
     Regulations of the Commission thereunder. The Registration Statement did
     not, as of the date it became effective, contain and any amendment thereto,
     including any documents incorporated by reference therein, will not
     contain, any untrue statement of a material fact and did not omit and will
     not omit to state any material fact required to be stated therein or
     necessary to make the statements therein not misleading. The Prospectus and
     any amendments or supplements thereto, as of the date of the Prospectus,
     the date such amendment or supplement is filed with the Commission and the
     Closing Date, including any documents incorporated by reference therein, do
     not contain and will not contain, as the case may be, any untrue statement
     of a material fact and do not omit and will not omit to state any material
     fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; provided,
     however, that the Company makes no representations or warranties as to
     information contained in or omitted from the Registration Statement or the
     Prospectus, or any such amendment or supplement, or any documents
     incorporated by reference therein, in reliance upon, and in conformity
     with, written information furnished to the Company by or on behalf of the
     Underwriters through the Representative, specifically for use in the
     preparation thereof.

          (vii) There are no contracts or documents which are material to the
     Company, which are not described in the Registration Statement. The
     contracts so described in the Registration Statement to which the Company
     or any of UB Stamford, L.P., Scarborough Associates L.P. or Eastchester
     Mall Associates L.P., each a limited partnership for which the Company
     serves as sole general PARTNER (each a "Limited Partnership" and,
     collectively, the "Partnerships") is a party have been duly authorized,
     executed and delivered by the Company or one or more of the Partnerships,
     constitute valid and


                                       4


     binding agreements of the Company or one or more of the Partnerships, and
     are enforceable against and by the Company or one or more of the
     Partnerships in accordance with their respective terms, except as may be
     limited by bankruptcy, insolvency, reorganization, moratorium or similar
     laws affecting creditors' rights generally or by general principles of
     equity. Neither the Company, the Partnerships, nor, to the best of the
     Company's knowledge, any other party is in material breach of, or material
     default under, any such contracts.

          (viii) The consolidated financial statements of the Company, including
     the notes thereto, included in or incorporated by reference in the
     Registration Statement present fairly and accurately the consolidated
     financial position of the Company and its subsidiaries and the Partnerships
     as of and at the dates indicated and the results of their operations and
     cash flows for the periods specified. Any supporting schedules included in
     or incorporated by reference in the Registration Statement present fairly
     and accurately the information required to be stated therein. Such
     financial statements, the notes thereto and the supporting schedules have
     been prepared in conformity with generally accepted accounting principles
     in the United States applied on a consistent basis throughout the periods
     involved, except as may be expressly stated in the related notes thereto,
     and all adjustments necessary for a fair presentation of results for such
     periods have been made. No other financial statements or supporting
     schedules are required to be included in the Registration Statement. The
     financial data set forth or incorporated by reference in the Registration
     Statement fairly and accurately present the information set forth therein
     on a basis consistent with that of the financial statements contained in or
     incorporated by reference in the Registration Statement when read in
     conjunction with the textual information included in the related parts of
     the Registration Statement.

          (ix) There are no legal or governmental actions, suits or proceedings
     pending or, to the best of the Company's knowledge, threatened (a) against
     the Company or any of its subsidiaries or any of the Partnerships, (b)
     which has as the subject thereof any officer or director of the Company or
     any of its subsidiaries in their capacity as such, or property owned or
     leased by the Company or any of its subsidiaries or any of the Partnerships
     or (c) relating to environmental or discrimination matters, where in any
     such case (A) there is a reasonable possibility that such action, suit or
     proceeding might be determined adversely to the Company or such subsidiary
     or such Partnership and (B) such action, suit or proceeding, if so
     determined adversely, would result in a Material Adverse Change. No
     material labor dispute with the employees of the Company, any of its
     subsidiaries, or any of the Partnerships exists or, to the best of the
     Company's knowledge, is threatened or imminent.

          (x) The Company and each of its subsidiaries and each of the
     Partnerships owns or leases all such properties as are necessary to its
     operations as now conducted or as proposed to be conducted as described in
     the Registration Statement, except where the failure to so own or lease,
     individually or together with all such other failures, would not result in
     a Material Adverse Change. The Company and its subsidiaries and the
     Partnerships have good and marketable title in fee simple to all of the
     Properties (as defined below) and other assets of the Company, free and
     clear of all security interests, mortgages, pledges, liens, claims,
     restrictions or encumbrances of any kind, except such


                                       5


     as (a) are described in the Registration Statement or (b) do not,
     individually or in the aggregate, materially affect the value of such
     Property or assets and do not interfere with the use made and proposed to
     be made of such Property or assets. All security interests, mortgages,
     pledges, liens, claims, restrictions and encumbrances of any kind on or
     affecting the Properties or the other assets of the Company and its
     subsidiaries and the Partnerships that are required to be disclosed in the
     Registration Statement are disclosed therein. There is no violation by the
     Company of any municipal, state or federal law, rule or regulation
     (including, but not limited to, those pertaining to environmental matters)
     concerning the Properties or any part thereof which would result in a
     Material Adverse Change. Each of the Properties complies with all
     applicable zoning laws, ordinances, regulations and deed restrictions or
     other covenants and, if and to the extent there is a failure to comply,
     such failure would not, individually or together with all such other
     failures, result in a Material Adverse Change or result in a forfeiture or
     reversion. Neither the Company nor any of its subsidiaries nor any of the
     Partnerships has received any notice from any governmental or regulatory
     authority or agency of any condemnation of or zoning change affecting the
     Properties or any part thereof, and the Company does not know of any such
     condemnation or zoning change which is threatened. The leases, agreements
     to purchase and mortgages to which the Company or any of its subsidiaries
     or the Partnerships is a party, and the guaranties of third parties (a) are
     the legal, valid and binding obligations of the Company, its subsidiaries
     and the Partnerships, as the case may be, and, to the knowledge of the
     Company, of all other parties thereto, and the Company knows of no default
     currently existing with respect thereto which would result in a Material
     Adverse Change, and (b) conform to the descriptions thereof set forth in
     the Registration Statement. Each mortgage that the Company or any of its
     subsidiaries or the Partnerships holds on the properties described in the
     Registration Statement constitutes a valid mortgage lien for the benefit of
     the Company or its subsidiary or the Partnership, as the case may be, on
     such property.

          (xi) Except as set forth in the Registration Statement and the
     Prospectus, the mortgages and deeds of trust encumbering the Properties and
     any other assets described in the Registration Statement are not
     convertible and none of the Company, any of its subsidiaries, any of the
     Partnerships or any other person affiliated therewith holds a participating
     interest therein, and such mortgages and deeds of trust are not
     cross-defaulted or cross-collateralized to any property not owned directly
     or indirectly by the Company or any of its subsidiaries or any of the
     Partnerships.

          (xii) The Company and its subsidiaries and the Partnerships have filed
     all necessary federal, state, local and foreign income and franchise tax
     returns or have properly requested extensions thereof and have paid all
     taxes required to be paid by them and, if due and payable, any related or
     similar assessment, fine or penalty levied against any of them, except
     such, of any, that are being contested in good faith. The Company has made
     adequate charges, accruals and reserves in the applicable financial
     statements referred to in Section 1(viii) above in respect of all federal,
     state, local and foreign income and franchise taxes for all periods as to
     which the tax liability of the Company or any of its subsidiaries or any of
     the Partnerships has not been finally determined and the Company does not
     know of any actual or proposed additional material tax assessments.


                                       6


          (xiii) Except as otherwise disclosed in the Registration Statement and
     the Prospectus, subsequent to the respective dates as of which information
     is given in the Registration Statement and the Prospectus: (a) there has
     been no Material Adverse Change; (b) the Company and its subsidiaries and
     the Partnerships, considered as one enterprise, have not incurred any
     material liability or obligation, indirect, direct or contingent, not in
     the ordinary course of business, nor entered into any material transaction
     or agreement not in the ordinary course of business; (c) there has been no
     material casualty loss or condemnation or other material adverse event with
     respect to the real properties owned by the Company and its subsidiaries
     and the Partnerships (collectively, the "Properties"); and (d) there has
     been no dividend or distribution of any kind declared, paid or made by the
     Company or, except for dividends or distributions paid to the Company or
     its subsidiaries or the Partnerships, any of its subsidiaries or the
     Partnerships on any class of capital stock or other equity interests, or
     any repurchase or redemption by the Company or any of its subsidiaries or
     the Partnerships of any class of capital stock or other equity interests.

          (xiv) Neither the Company, the Partnerships nor any subsidiary is (a)
     in breach of, or in default under, nor has any event occurred which with
     notice, lapse of time, or both would constitute a breach of or default
     under ("Default"), or in the performance or observance of any obligation,
     agreement, covenant or condition contained in any license, lease,
     indenture, mortgage, deed of trust, loan or credit agreement or other
     agreement or instrument to which the Company, any Partnership or any
     subsidiary is a party or by which any of them or their respective
     properties is bound (each, an "Existing Instrument"), except for such
     Defaults which would not result in a Material Adverse Change, (b) in
     violation of its respective articles or certificate of incorporation,
     bylaws, certificate of limited partnership or partnership agreement, as the
     case may be, or (c) in violation of any law, administrative regulation or
     administrative or court decree applicable to the Company or any of its
     subsidiaries or any of the Partnerships or any of their respective
     properties or assets, except for such violations which would not result in
     a Material Adverse Change. The Company's execution, delivery and
     performance of this Agreement and consummation of the transactions
     contemplated hereby (a) have been duly authorized by all necessary
     corporate action and will not result in any violation of the provisions of
     the Articles of Incorporation, including the articles supplementary to the
     Company's Articles of Incorporation authorizing the Series D Preferred
     Stock and designating the rights, preferences and restrictions relating
     thereto, filed or to be filed prior to the Closing Date with the Department
     of Assessments and Taxation of the State of Maryland, or By-Laws or other
     organizational documents of the Company or any of its subsidiaries or any
     of the Partnerships, (b) will not conflict with or constitute a Default (as
     defined above) or Debt Repayment Triggering Event (as defined below) under,
     or result in the creation or imposition of any lien, charge or encumbrance
     upon any property or assets of the Company or any of its subsidiaries or
     any of the Partnerships pursuant to, or require the consent of any other
     party to, any Existing Instrument, and (c) will not result in any violation
     of any law, administrative regulation or administrative or court decree
     applicable to the Company or any of its subsidiaries or any of the
     Partnerships or any of their respective properties or assets. No consent,
     approval, authorization designation, declaration or other order of, or
     registration or filing with, any court or other governmental or regulatory
     authority or agency, is required for the Company's execution,


                                       7


     delivery and performance of this Agreement and consummation of the
     transactions contemplated hereby, except (a) such as have been obtained or
     made by the Company and are in full force and effect under the Securities
     Act, (b) such as may be required under applicable state securities or blue
     sky laws, (c) the filing of a final prospectus relating to the Shares with
     the SEC, (d) such approvals as may be required by the National Association
     of Securities Dealers, Inc. (the "NASD"), (e) the filing with the
     Department of Assessments and Taxation of the State of Maryland of Articles
     Supplementary of the Company's articles of incorporation, (f) the filing of
     the applicable listing application with the New York Stock Exchange and (g)
     the filing of a Registration Statement on Form 8-A with the Commission
     covering the Shares.

          As used herein, a "Debt Repayment Triggering Event" means any event or
     condition which gives, or with the giving of notice or lapse of time or
     both would give, the holder of any note, debenture or other evidence of
     indebtedness (or any person acting on such holder's behalf) the right to
     require the repurchase, redemption or repayment of all or a portion of such
     indebtedness by the Company or any of its subsidiaries or any of the
     Partnerships.

          (xv) The Company and each of its subsidiaries and each of the
     Partnerships possesses such valid and current certificates, authorizations,
     licenses, registrations and permits issued by the appropriate state,
     federal or foreign regulatory agencies or bodies necessary to conduct their
     respective businesses, and neither the Company nor any such subsidiary nor
     any such Partnership has received any notice of proceedings relating to the
     revocation or modification of, or non-compliance with, any such
     certificate, authorization, license, registration or permit which,
     individually or in the aggregate, if the subject of an unfavorable
     decision, ruling or finding, would result in a Material Adverse Change.

          (xvi) The Company and its subsidiaries and the Partnerships own or
     possess sufficient trademarks, trade names, patents, patent rights,
     copyrights, licenses, approvals, trade secrets and other similar rights
     (collectively, the "Intellectual Property Rights") reasonably necessary to
     conduct their businesses as now conducted or as proposed to be conducted as
     described in the Registration Statement and the Prospectus; and the
     expected expiration of any of such Intellectual Property Rights would not
     result in a Material Adverse Change. Neither the Company nor any of its
     subsidiaries nor any of the Partnerships has knowledge that it has
     infringed or received any notice of infringement or conflict with asserted
     Intellectual Property Rights of others, which, individually or in the
     aggregate, if the subject of an unfavorable decision, ruling or finding,
     would result in a Material Adverse Change.

          (xvii) Commencing with its taxable year ended October 31, 1970, and
     through the date hereof, the Company has been and is organized in
     conformity with the requirements for qualification as a real estate
     investment trust ("REIT") under the Internal Revenue Code of 1986, as
     amended, and the regulations and published interpretations thereunder
     (collectively, the "Code"), and its method of operation has enabled and
     will enable it to meet the requirements for qualification and taxation as a
     REIT under the Code. No transaction or other event has occurred or is
     contemplated


                                       8


     which would cause the Company to fail to qualify as a REIT for its current
     taxable year or future taxable years.

          (xviii) Ernst & Young LLP, which has expressed its opinion with
     respect to the financial statements (which term as used in this Agreement
     includes the related notes thereto) included or incorporated by reference
     in the Registration Statement, is an independent registered public
     accounting firm as required by the Securities Act, the Rules and
     Regulations, the Exchange Act and the rules and regulations thereunder and
     the rules and regulations of the Public Company Accounting Oversight Board
     ("PCAOB").

          (xix) The Company maintains a system of internal accounting controls
     sufficient to provide reasonable assurances that (a) transactions are
     executed in accordance with management's general or specific authorization;
     (b) transactions are recorded as necessary to permit preparation of
     financial statements in conformity with generally accepted accounting
     principles and to maintain accountability for assets; (c) access to assets
     is permitted only in accordance with management's general or specific
     authorization; and (d) the recorded accountability for assets is compared
     with existing assets at reasonable intervals and appropriate action is
     taken with respect to any differences.

          (xx) The Company has established and maintains disclosure controls and
     procedures (as such term is defined in Rules 13a-14 and 15d-14 under the
     Exchange Act); such disclosure controls and procedures are designed to
     ensure that material information relating to the Company, including its
     subsidiaries and the Partnerships, is made known to the Company's Chief
     Executive Officer and its Chief Financial Officer by others within those
     entities, and such disclosure controls and procedures are effective to
     perform the functions for which they were established; the Company's
     auditors and the Audit Committee of the Board of Directors of the Company
     have been advised of: (a) any significant deficiencies and material
     weaknesses in the design or operation of internal controls which could
     adversely affect the Company's ability to record, process, summarize, and
     report financial data; and (b) any fraud, whether or not material, that
     involves management or other employees who have a significant role in the
     Company's internal controls; and since the date of the most recent
     evaluation of such disclosure controls and procedures, there has been no
     change in internal controls that has materially affected or is reasonably
     likely to materially affect internal controls.

          (xxi) To the knowledge of the Company, after inquiry of its officers
     and directors, there are no affiliations or associations with the NASD
     among the Company's officers, directors, or 5% or greater stockholders,
     except as set forth in the Registration Statement or as otherwise disclosed
     in writing to the Underwriters.

          (xxii) This Agreement has been duly authorized, executed and delivered
     by the Company and is a legal, valid and binding agreement of the Company
     enforceable in accordance with its terms, except as may be limited by
     bankruptcy, insolvency, reorganization, moratorium or similar laws
     affecting creditors' rights generally, and by general principles of equity,
     and except to the extent that the indemnification and


                                       9


     contribution provisions herein and therein may be limited by federal or
     state securities laws and public policy considerations in respect thereof.

          (xxiii) Except for purchases or issuances of shares of the Company's
     common stock and Class A common stock pursuant to the DRIP, neither the
     Company nor, to the Company's knowledge, any of its affiliates has taken or
     will take, directly or indirectly, any action designed to or that might be
     reasonably expected to cause or result in stabilization or manipulation of
     the price of any security of the Company to facilitate the sale or resale
     of the Shares. None of such purchases and issuances pursuant to the DRIP
     was made by the administrator of the DRIP at the request of the Company
     with the purpose or intent of stabilizing or manipulating the price of any
     security of the Company to facilitate the sale or resale of the Shares. The
     Company acknowledges that the Underwriters may engage in transactions that
     stabilize, maintain or otherwise affect the price of the Company's Series D
     Preferred Stock, including stabilizing bids, syndicate covering
     transactions and the imposition of penalty bids and understands that any
     such transactions will be conducted in accordance with applicable laws and
     regulations.

          (xxiv) The Company has been advised of the rules and requirements
     under the Investment Company Act of 1940, as amended (the "Investment
     Company Act"), and the rules and regulations of the Commission thereunder.
     None of the Company, its subsidiaries or the Partnerships are, and after
     receipt of payment for the Shares and application of the net proceeds from
     the sale of the Shares will be, an "investment company" within the meaning
     of the Investment Company Act, and the Company, its subsidiaries and the
     Partnerships will conduct their businesses in a manner so that they will
     not become subject to the Investment Company Act.

          (xxv) The Company and each of its subsidiaries and the Partnerships is
     insured by recognized, financially sound and reputable institutions with
     policies in such amounts and with such deductibles and covering such risks
     as are generally deemed in the Company's industry to be adequate and
     customary for their businesses, including, but not limited to, policies
     covering real and personal property owned or leased by the Company and its
     subsidiaries and the Partnerships against theft, damage, destruction and
     acts of vandalism and, with respect to the Properties, defects in title.
     The Company has no reason to believe that it or any of its subsidiaries or
     any of the Partnerships will not be able (i) to renew its existing
     insurance coverage as and when such policies expire or (ii) to obtain
     comparable coverage from similar institutions as may be necessary or
     appropriate to conduct its business as now conducted or as proposed to be
     conducted as described in the Registration Statement and at a cost that
     would not result in a Material Adverse Change. Neither the Company nor any
     of its subsidiaries nor any of the Partnerships has been denied any
     insurance coverage which it has sought or for which it has applied.

          (xxvi) There are no material business relationships or related-party
     transactions involving the Company or any of its subsidiaries or any of the
     Partnerships and an affiliate of the Company which have not been described
     in the Registration Statement.

                                       10


          (xxvii) Neither the Company nor any of its subsidiaries nor any of the
     Partnerships nor, to the best of the Company's knowledge, any employee or
     agent of the Company or any subsidiary or any Partnership, has made any
     contribution or other payment to any official of, or candidate for, any
     federal, state or foreign office in violation of any law.

          (xxviii) Except as otherwise disclosed in the Registration Statement,
     or except as would not, individually or in the aggregate, result in a
     Material Adverse Change, (a) the Company and its subsidiaries and the
     Partnerships have been and are in compliance with applicable Environmental
     Laws (as defined below), (b) none of the Company, any of its subsidiaries,
     any of the Partnerships or, to the best of the Company's knowledge, any
     other owners of any of the Properties at any time or any other party, has
     at any time released (as such term is defined in CERCLA (as defined below))
     or otherwise disposed of Hazardous Materials (as defined below) on, to, in,
     under or from the Properties or any other real properties previously owned,
     leased or operated by the Company or any of its subsidiaries or any of the
     Partnerships, (c) neither the Company nor any of its subsidiaries nor any
     of the Partnerships intends to use the Properties or any subsequently
     acquired properties other than in compliance with applicable Environmental
     Laws, (d) neither the Company nor any of its subsidiaries nor any of the
     Partnerships has received any notice of, or has any knowledge of any
     occurrence or circumstance which, with notice or passage of time or both,
     would give rise to a claim under or pursuant to any Environmental Law with
     respect to the Properties, any other real properties previously owned,
     leased or operated by the Company or any of its subsidiaries or any of the
     Partnerships, or the assets described in the Registration Statement or
     arising out of the conduct of the Company or its subsidiaries or the
     Partnerships, (e) none of the Properties are included or, to the best of
     the Company's knowledge, proposed for inclusion on the National Priorities
     List issued pursuant to CERCLA by the United States Environmental
     Protection Agency or, to the best of the Company's knowledge, proposed for
     inclusion on any similar list or inventory issued pursuant to any other
     Environmental Law or issued by any other Governmental Authority (as defined
     below), (f) none of the Company, any of its subsidiaries, any of the
     Partnerships or, to the Company's knowledge, any other person or entity for
     whose conduct any of them is or may be held responsible, has generated,
     manufactured, refined, transported, treated, stored, handled, disposed,
     transferred, produced or processed any Hazardous Material at any of the
     Properties, except in compliance with all applicable Environmental Laws,
     and has not transported or arranged for the transport of any Hazardous
     Material from the Properties or any other real properties previously owned,
     leased or operated by the Company or any of its subsidiaries or any of the
     Partnerships to another property, except in compliance with all applicable
     Environmental Laws, (g) no lien has been imposed on the Properties by any
     Governmental Authority in connection with the presence on or off such
     Property of any Hazardous Material, and (h) none of the Company, any of its
     subsidiaries, any of the Partnerships or any other person or entity for
     whose conduct any of them is or may be held responsible, has entered into
     or been subject to any consent decree, compliance order, or administrative
     order with respect to the Properties or any facilities or improvements or
     any operations or activities thereon.

                                       11


          As used herein, "Hazardous Material" shall include, without
     limitation, any flammable materials, explosives, radioactive materials,
     hazardous materials, hazardous substances, hazardous wastes, toxic
     substances or related materials, asbestos, petroleum, oil, petroleum
     products and any hazardous material as defined by any federal, state or
     local environmental law, statute, bylaw, ordinance, rule or regulation,
     including, without limitation, the Comprehensive Environmental Response,
     Compensation, and Liability Act of 1980, as amended, 42 U.S.C. (S)(S)
     9601-9675 ("CERCLA"), the Hazardous Materials Transportation Act, as
     amended, 49 U.S.C. (S)(S) 1801-1819, the Resource Conservation and Recovery
     Act, as amended, 42 U.S.C. (S)(S) 6901-K, the Emergency Planning and
     Community Right-to-Know Act of 1986, 42 U.S.C. (S)(S) 1101-11050, the Toxic
     Substances Control Act, 15 U.S.C. (S)(S) 2601-2671, the Federal
     Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. (S)(S) 136-136y, the
     Clean Air Act, 42 U.S.C. (S)(S) 7401-7642, the Clean Water Act (Federal
     Water Pollution Control Act), 33 U.S.C. (S)(S) 1251-1387, the Safe Drinking
     Water Act, 42 U.S.C. (S)(S) 300f-300j-26, and the Occupational Safety and
     Health Act, 29 U.S.C. (S)(S) 651-678, and any analogous state laws, as any
     of the above may be amended from time to time and in the regulations
     promulgated pursuant to each of the foregoing (including environmental
     statutes and laws not specifically defined herein) (individually, an
     "Environmental Law" and collectively, the "Environmental Laws") or by any
     federal, state or local governmental authority having or claiming
     jurisdiction over the properties and assets of the Company and its
     subsidiaries (a "Governmental Authority").

          (xxix) The Company reasonably believes that with respect to the effect
     of Environmental Laws on the business, operations and properties of the
     Company and its subsidiaries and the Partnerships, any capital or operating
     expenditures required for clean-up or closure of properties or compliance
     with Environmental Laws or any permit, license or approval, any related
     constraints on operating activities and any potential liabilities to third
     parties would not, individually or in the aggregate, result in a Material
     Adverse Change.

          (xxx) The Company, its subsidiaries, the Partnerships and any
     "employee benefit plan" (as defined under the Employee Retirement Income
     Security Act of 1974, as amended, and the regulations and published
     interpretations thereunder (collectively, "ERISA")) established or
     maintained by the Company or its ERISA Affiliates (as defined below) are in
     compliance in all material respects with ERISA. "ERISA Affiliate" means,
     with respect to the Company, any member of any group of organizations
     described in Sections 414(b), (c), (m) or (o) of the Code of which the
     Company is a member. No "reportable event" (as defined under ERISA) has
     occurred or is reasonably expected to occur with respect to any "employee
     benefit plan" established or maintained by the Company or any of its ERISA
     Affiliates. No "employee benefit plan" established or maintained by the
     Company or any of its ERISA Affiliates, if such "employee benefit plan"
     were terminated, would have any "amount of unfunded benefit liabilities"
     (as defined under ERISA). Neither the Company nor any of its ERISA
     Affiliates has incurred or reasonably expects to incur any liability under
     (a) Title IV of ERISA with respect to termination of, or withdrawal from,
     any "employee benefit plan" or (b) Sections 412, 4971, 4975 or 4980B of the
     Code. Each "employee benefit plan" established or maintained by the Company
     or any of its ERISA Affiliates that is intended


                                       12


     to be qualified under Section 401(a) of the Code is so qualified and
     nothing has occurred, whether by action or failure to act, which would
     cause the loss of such qualification.

          (xxxi) There is and has been no failure on the part of the Company or,
     to the Company's knowledge, any of the Company's directors or officers, in
     their capacities as such, to comply in any material respects with any
     applicable provision of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley
     Act") and the rules and regulations promulgated by the Commission
     thereunder, including Section 402 related to loans and Sections 302 and 906
     related to certifications.

          (xxxii) The Company has not identified any material deficiencies that
     have not been or will not be remediated in time to meet the reporting
     deadline imposed by Section 404 of the Sarbanes-Oxley Act and the rules and
     regulations promulgated by the Commission thereunder (collectively,
     "Section 404") for compliance with the requirements of Section 404. The
     Company has not received any notice, oral or written, from its auditor,
     that the auditor believes the Company is behind schedule with respect to
     the compliance requirements of Section 404. To the Company's knowledge, the
     Company will be able to complete its required assessment under Section 404
     before the related filing deadline with the Commission and in sufficient
     time for the Company's auditor to complete its required assessment.

          (xxxiii) Any certificate signed by an officer of the Company and
     delivered to the Underwriters or to counsel for the Underwriters shall be
     deemed to be a representation and warranty by the Company to each
     Underwriter as to the matters set forth therein.

     2. PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES.

          (i) On the basis of the representations, warranties and covenants
     herein contained, and subject to the conditions herein set forth, the
     Company agrees to sell to each Underwriter, and each Underwriter, severally
     and not jointly, agrees to purchase from the Company, at a price of
     $24.2125 per Share the number of Firm Shares set forth opposite the name of
     each such Underwriter in Schedule I hereto (plus any additional number of
     Firm Shares which such Underwriter may become obligated to purchase
     pursuant to the provisions of Section 11 hereof).

          (ii) Payment for the Firm Shares to be sold hereunder is to be made by
     Federal Funds wire transfer to an account designated by the Company against
     delivery of the Firm Shares therefor to the Representative. Such payment
     and delivery are to be made at the offices of Deutsche Bank Securities
     Inc., 60 Wall Street, 3rd Floor, New York, New York, at 10:00 a.m., New
     York time, on April 12, 2005 or at such other time and date as you and the
     Company shall agree upon, such time and date being herein referred to as
     the "Closing Date." (As used herein, "business day" means a day on which
     the New York Stock Exchange is open for trading and on which banks in New
     York are open for business and not permitted by law or executive order to
     be closed). The certificates for the Firm Shares will be delivered by The
     Bank of New York (the "Transfer Agent") in such denominations and in such
     registrations as the Representative requests in writing not later than the
     second full business day prior to the Closing Date, and will be delivered


                                       13


     through book entry facilities of The Depository Trust Company ("DTC") and
     made available for inspection by the Representative at least one business
     day prior to the Closing Date at such place as the Representative, DTC and
     the Company shall agree.

          (iii) In addition, on the basis of the representations and warranties
     herein contained and subject to the terms and conditions herein set forth,
     the Company hereby grants an option to the several Underwriters to purchase
     the Option Shares at the price per share set forth in Section 2(i) above.
     The option granted hereby may be exercised in whole or in part by giving
     written notice (i) at any time before the Closing Date and (ii) only once
     thereafter within 30 days after the date of this Agreement, by you, as
     Representative of the several Underwriters, to the Company setting forth
     the number of Option Shares as to which the several Underwriters are
     exercising the option and the time and date at which such Option Shares are
     to be delivered. The time and date at which the Option Shares are to be
     delivered shall be determined by the Representative but shall not be
     earlier than three nor later than 10 full business days after the exercise
     of such option, nor in any event prior to the Closing Date (such time and
     date being herein referred to as the "Option Closing Date"). If the date of
     exercise of the option is three or more days before the Closing Date, the
     notice of exercise shall set the Closing Date as the Option Closing Date.
     The number of Option Shares to be purchased by each Underwriter shall be in
     the same proportion to the total number of Option Shares being purchased as
     the number of Firm Shares being purchased by such Underwriter bears to the
     total number of Firm Shares, adjusted by you in such manner as to avoid
     fractional shares. The option with respect to the Option Shares granted
     hereunder may be exercised only to cover over-allotments in the sale of the
     Firm Shares by the Underwriters. You, as Representative of the several
     Underwriters, may cancel such option at any time prior to its expiration by
     giving written notice of such cancellation to the Company. To the extent,
     if any, that the option is exercised, payment for the Option Shares shall
     be made on the Option Closing Date by Federal Funds wire transfer through
     the facilities of The Depository Trust Company in New York, New York drawn
     to the order of the Company.

     3. OFFERING BY THE UNDERWRITERS. It is understood that the several
Underwriters are to make a public offering of the Firm Shares as soon as the
Representative deems it advisable to do so. The Firm Shares are to be initially
offered to the public at the price and upon the terms set forth in the
Prospectus. The Representative may from time to time thereafter change the
public offering price and other selling terms.

     4. COVENANTS OF THE COMPANY. The Company covenants and agrees with the
Underwriters that:

          (i) The Company will (a) prepare and timely file with the Commission
     under Rule 424(b) of the Rules and Regulations, if the final form of the
     prospectus is not included in the Registration Statement at the time the
     Registration Statement is declared effective, a Prospectus containing
     information previously omitted at the time of effectiveness of the
     Registration Statement in reliance on Rule 430A of the Rules and
     Regulations, if applicable, (b) use its best efforts to cause the
     Registration Statement to remain in effect as to the Shares for so long as
     the Representative may deem necessary in order to complete the distribution
     of the Shares, (c) not file any amendment to the


                                       14


     Registration Statement or supplement to the Prospectus, or document
     incorporated by reference therein, of which the Representative shall not
     previously have been advised and furnished with a copy or to which the
     Representative shall have reasonably objected in writing promptly upon
     receipt of a copy or which is not in compliance with the Rules and
     Regulations for so long as the Representative may deem necessary in order
     to complete the distribution of the Shares and (d) file on a timely basis
     all reports and any definitive proxy or information statements required to
     be filed by the Company with the Commission subsequent to the date of the
     Prospectus and prior to the termination of the offering of the Shares by
     the Underwriters; provided, however, that for each such report or
     definitive proxy or information statement, the Company will not file any
     such report or definitive proxy or information statement, or amendment
     thereto, of which the Representative shall not previously have been advised
     and furnished with a copy or to which the Representative shall have
     reasonably objected in writing promptly upon receipt of a copy or which is
     not in compliance with the Rules and Regulations.

          (ii) The Company will advise the Representative promptly of any
     request of the Commission for amendment of the Registration Statement or
     for supplement to the Prospectus or for any additional information, of the
     issuance by the Commission of any stop order suspending the effectiveness
     of the Registration Statement or the use of the Prospectus or of the
     institution of any proceedings for that purpose for so long as the
     Representative may deem necessary in order to complete the distribution of
     the Shares, or of the suspension of the qualification of the Shares for
     offering or sale in any jurisdiction, and the Company will use its
     reasonable best efforts to prevent (a) the issuance of any such stop order
     preventing or suspending the use of the Prospectus, and (b) any such
     suspension of the qualification of the Shares for offering or sale in any
     jurisdiction, and to obtain as soon as possible the lifting of any such
     stop order, if issued, or such suspension of qualification.

          (iii) The Company will cooperate with the Representative in
     endeavoring to qualify the Shares for sale under the securities laws of
     such U.S. jurisdictions as the Representative may reasonably have
     designated in writing and will make such applications, file such documents,
     and furnish such information as may be reasonably required for that
     purpose, provided the Company shall not be required to qualify as a foreign
     corporation or to file a general consent to service of process in any
     jurisdiction where it is not now so qualified or required to file such a
     consent. The Company will, from time to time, prepare and file such
     statements, reports, and other documents, as are or may be required to
     continue such qualifications in effect for so long a period as the
     Representative may reasonably request for distribution of the Shares.

          (iv) Subject to the provisions of Section 4(i) above, the Company will
     deliver to, or upon the order of, the Representative, from time to time, as
     many copies of any Preliminary Prospectus as the Representative may
     reasonably request. The Company will deliver to, or upon the order of, the
     Representative, during the period when delivery of a Prospectus is required
     under the Securities Act, as many copies of the Prospectus in final form,
     or as thereafter amended or supplemented, as the Representative may
     reasonably request. The Company will deliver to the Representative at or
     before the Closing Date, one copy of the Registration Statement and all
     amendments thereto, including all exhibits


                                       15


     filed therewith, and will deliver to the Representative such number of
     copies of the Registration Statement (including such number of copies of
     the exhibits filed therewith that may reasonably be requested), including
     documents incorporated by reference therein, and of all amendments thereto,
     as the Representatives may reasonably request.

          (v) If during the period in which a prospectus is required by law to
     be delivered by an Underwriter or a dealer any event shall occur as a
     result of which, in the judgment of the Company or in the opinion of
     counsel for the Underwriters, it becomes necessary to amend or supplement
     the Prospectus in order to make the statements therein, in the light of the
     circumstances existing at the time the Prospectus is delivered to a
     purchaser, not misleading, or, if it is necessary at any time to amend or
     supplement the Prospectus to comply with any law, the Company promptly will
     either (a) prepare and file with the Commission an appropriate amendment to
     the Registration Statement or supplement to the Prospectus or (b) prepare
     and file with the Commission an appropriate filing under the Exchange Act
     which shall be incorporated by reference in the Prospectus so that the
     Prospectus as so amended or supplemented will not, in the light of the
     circumstances when it is so delivered, be misleading, or so that the
     Prospectus will comply with law.

          (vi) The Company will make generally available to security holders as
     soon as practicable, but in any event not later than 15 months after the
     date of the Prospectus, an earnings statement in conformity with Rule 158
     under the Securities Act for the purpose of, and to provide the benefits
     contemplated by, the last paragraph of Section 11(a) of the Securities Act.

          (vii) The Company will, for a period of five years from the Closing
     Date, deliver to the Representative copies of annual reports and copies of
     all other documents, reports and information furnished by the Company to
     its stockholders and copies of all reports, information and financial
     statements filed with any securities exchange pursuant to the requirements
     of such exchange or with the Commission pursuant to the Securities Act or
     the Exchange Act; provided, however, that the Company may satisfy the
     requirements of this subsection by making any such reports, communications
     or information generally available on its website or by filing such
     information with the Commission via Edgar. The Company will deliver to the
     Representative similar reports with respect to significant subsidiaries, as
     that term is defined in the Rules and Regulations, which are not
     consolidated in the Company's financial statements.

          (viii) Prior to the Closing Date, the Company will furnish to the
     Underwriters, as soon as they have been prepared by or are available to the
     Company, a copy of any unaudited interim financial statements of the
     Company for any period subsequent to the period covered by the most recent
     financial statements appearing in the Registration Statement and the
     Prospectus.

          (ix) Prior to the Closing Date, the Company will duly and validly
     authorize, by all necessary corporate action, the resolutions creating the
     Shares and designating the rights, preferences, restrictions,
     qualifications and limitations of the Shares (the "Designating
     Resolutions").


                                       16


          (x) The Company will use its commercially reasonable efforts to list
     the Shares on the New York Stock Exchange.

          (xi) The Company will not, for a period of 30 days after the date of
     this Agreement, directly or indirectly, offer, sell, contract to sell, sell
     short or otherwise dispose of any debt securities with a tenure of more
     than one year or any securities of the Company which are substantially
     similar to the Shares, or any securities convertible into or exchangeable
     or exercisable for such securities otherwise than hereunder or with the
     prior written consent of the Representative.

          (xii) The Company shall apply the net proceeds of its sale of the
     Shares as set forth in the Prospectus, and shall not invest, or otherwise
     use the proceeds received by the Company from its sale of the Shares in
     such a manner as would require the Company or any of the subsidiaries or
     the Partnerships to register as an investment company under the Investment
     Company Act.

          (xiii) The Company will not take, directly or indirectly, any action
     designed to cause or result in, or that has constituted or might reasonably
     be expected to constitute, the stabilization or manipulation of the price
     of any securities of the Company during the period in which the
     Underwriters are engaged in distribution of the Shares.

          (xiv) The Company will comply in all material respects with all
     applicable securities and other applicable laws, rules and regulations,
     including, without limitation, the Sarbanes-Oxley Act, and will use its
     commercially reasonable efforts to cause the Company's directors and
     officers, in their capacities as such, to comply with such laws, rules and
     regulations, including, without limitation, the provisions of the
     Sarbanes-Oxley Act.

     5. COSTS AND EXPENSES. The Company will pay all costs, expenses and fees
incident to the performance of its obligations under this Agreement, including,
without limiting the generality of the foregoing, the following: the fees
incident to the issuance and delivery of the Shares; accounting fees of the
Company; the fees and disbursements of counsel for the Company; the cost of
printing and delivering to, or as requested by, the Underwriters copies of the
Registration Statement, Preliminary Prospectuses, the Prospectus, this
Agreement, the applicable listing agreement for the New York Stock Exchange; the
filing fees of the Commission; the filing fees and expenses (including legal
fees and disbursements) incident to securing any required review by the NASD of
the terms of the sale of the Shares; the fees incident to the listing agreement
for the New York Stock Exchange; and the expenses, including the reasonable fees
and disbursements of counsel for the Underwriters, incurred in connection with
the qualification of the Shares under state securities or Blue Sky laws, up to a
maximum aggregate amount of $3,000 (excluding filing fees imposed by the
relevant jurisdictions). Any transfer taxes imposed on the sale of the Shares to
the several Underwriters will be paid by the Company. The Company shall not,
however, be required to pay for any of the Underwriters' expenses (other than
those related to qualification under NASD regulation and state securities or
Blue Sky laws) except that, if this Agreement shall not be consummated because
the conditions in Section 7 hereof are not satisfied, or because this Agreement
is terminated by the Representative pursuant to Section 6 hereof, or this
Agreement is terminated pursuant to Section 10(i)(a) hereof, or by


                                       17


reason of any failure, refusal or inability on the part of the Company to
perform any undertaking or satisfy any condition of this Agreement or to comply
with any of the terms hereof on its part to be performed, unless such failure,
refusal or inability is due primarily to the default or omission of any
Underwriter, then the Company shall reimburse the several Underwriters for
reasonable out-of-pocket expenses, including fees and disbursements of counsel,
reasonably incurred in connection with investigating, marketing and proposing to
market the Shares or in contemplation of performing their respective obligations
hereunder, but the Company shall not in any event be liable to any of the
several Underwriters for damages on account of loss of anticipated profits from
the sale by any of them of the Shares.

     6. CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS. The several obligations
of the Underwriters to purchase the Firm Shares on the Closing Date and the
Option Shares, if any, on the Option Closing Date are subject to the accuracy,
as of the Closing Date or the Option Closing Date, as the case may be, of the
representations and warranties of the Company contained herein, and to the
performance by the Company of its covenants and obligations hereunder and to the
following additional conditions:

          (i) The Registration Statement and all post-effective amendments
     thereto shall have become effective and any and all filings required by
     Rule 424 and Rule 430A of the Securities Act shall have been made within
     the applicable time period prescribed by, and in compliance with, the Rules
     and Regulations, and any request of the Commission for additional
     information (to be included in the Registration Statement or otherwise)
     shall have been disclosed to the Representative and complied with to their
     reasonable satisfaction.

          (ii) No stop order suspending the effectiveness of the Registration
     Statement, as amended from time to time, shall have been issued and no
     proceedings for that purpose shall have been taken or, to the knowledge of
     the Company, shall be contemplated or threatened by the Commission, and no
     injunction, restraining order or order of any nature by a federal or state
     court of competent jurisdiction shall have been issued as of the Closing
     Date which would prevent the issuance of the Shares.

          (iii) The certificate, setting forth a copy of the Designating
     Resolutions, shall have been executed on behalf of the Company, shall have
     been filed with the Department of Assessments and Taxation of the State of
     Maryland and shall have become effective.

          (iv) The Representative shall have received on the Closing Date or the
     Option Closing Date, as the case may be, the opinions of Coudert Brothers
     LLP, counsel for the Company, and Miles & Stockbridge P.C., special
     Maryland counsel for the Company, dated the Closing Date or the Option
     Closing Date, as the case may be, and addressed to the Representative, as
     representative of the several Underwriters, substantially in the forms
     attached hereto as Exhibits A and B, respectively.

          (v) The Representative shall have received from Hunton & Williams LLP,
     counsel for the Underwriters, an opinion dated the Closing Date or the
     Option Closing Date, as the case may be, in form and substance satisfactory
     to the Representative.


                                       18


          (vi) At the time of execution of this Agreement, the Representative
     shall have received from Ernst & Young LLP a signed letter, in form and
     substance satisfactory to the Representative, dated the date hereof (a)
     confirming that they are an independent registered public accounting firm
     within the meaning of the Securities Act and the rules and regulations of
     the PCAOB and are in compliance with the applicable requirements relating
     to the qualification of accountants under Rule 2-01 of Regulation S-X of
     the Commission and (b) stating, as of the date hereof (or, with respect to
     matters involving changes or developments since the respective dates as of
     which specified financial information is given in the Prospectus, as of a
     date not more than three days prior to the date hereof), the conclusions
     and findings of such firm with respect to the financial information and
     other matters ordinarily covered by accountants' "comfort letters" to
     underwriters in connection with registered public offerings.

          (vii) With respect to the letter of Ernst & Young LLP referred to in
     the preceding paragraph and delivered to the Representative concurrently
     with the execution of this Agreement (the "initial letter"), the Company
     shall have furnished to the Representative on the Closing Date and, if
     applicable, the Option Closing Date a letter, in form and substance
     satisfactory to the Representative (the "bring-down letter"), of such
     accountants, dated the Closing Date or the Option Closing Date, as the case
     may be, (a) confirming that they are independent public accountants within
     the meaning of the Securities Act and are in compliance with the applicable
     requirements relating to the qualification of accountants under Rule 2-01
     of Regulation S-X of the Commission, (b) stating, as of the date of the
     bring-down letter (or, with respect to matters involving changes or
     developments since the respective dates as of which specified financial
     information is given in the Prospectus, as of a date not more than three
     days prior to the date of the bring-down letter), the conclusions and
     findings of such firm with respect to the financial information and other
     matters covered by the initial letter and (c) confirming in all material
     respects the conclusions and findings set forth in the initial letter.

          (viii) The Representative shall have received on the Closing Date and,
     if applicable, the Option Closing Date a certificate or certificates of the
     Chairman of the Board, the Chief Executive Officer or President of the
     Company and the Chief Financial Officer of the Company to the effect that,
     as of the Closing Date or the Option Closing Date, as the case may be, each
     of them severally represents as follows:

               (a) The Registration Statement has become effective under the
          Securities Act and no stop order suspending the effectiveness of the
          Registration Statement has been issued, and no proceedings for such
          purpose have been taken or are, to his knowledge, threatened by the
          Commission.

               (b) He does not know of any litigation instituted or threatened
          against the Company of a character required to be disclosed in the
          Registration Statement which is not so disclosed; he does not know of
          any material contract required to be filed as an exhibit to the
          Registration Statement which is not so filed; and the representations
          and warranties of the Company contained in Section 1 hereof that are
          not qualified by Material Adverse Change or another materiality
          qualifier are true and correct as of the Closing Date or the Option
          Closing Date, as the case


                                       19


          may be, in all material respects; and the representations and
          warranties of the Company contained in Section 1 hereof that are
          qualified by Material Adverse Change or another materiality qualifier
          are true and correct as of the Closing Date or the Option Closing
          Date, as the case may be.

               (c) He has carefully examined the Registration Statement and the
          Prospectus and, in his opinion, (i) the Registration Statement, as of
          the date it became effective, and any amendment thereto, including any
          documents incorporated by reference therein, did not contain any
          untrue statement of a material fact and did not omit to state any
          material fact required to be stated therein or necessary in order to
          make the statements therein not misleading and (ii) the Prospectus and
          any amendments or supplements thereto, as of the date of the
          Prospectus and the date such amendment or supplement was filed with
          the Commission, including any documents incorporated by reference
          therein, did not contain any untrue statement of a material fact and
          did not omit to state any material fact necessary to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading; and since the effective date of the
          Registration Statement, no event has occurred which should have been
          set forth in a supplement to or an amendment of the Prospectus which
          has not been so set forth in such supplement or amendment.

               (d) Since the respective dates as of which information is given
          in the Registration Statement and the Prospectus, there has not been
          any Material Adverse Change.

          (ix) The Company shall have furnished to the Representative such
     further certificates and documents confirming the representations and
     warranties, covenants and conditions contained herein and related matters
     as the Representative may reasonably have requested.

          (x) The Firm Shares and the Option Shares, if any, shall have been
     duly listed, subject to notice of issuance, on the New York Stock Exchange.

     The opinions and certificates described in this Agreement shall be deemed
to be in compliance with the provisions hereof only if they are in all material
respects satisfactory to the Representative and to Hunton & Williams LLP,
counsel for the Underwriters.

     If any of the conditions hereinabove provided for in this Section 6 shall
not have been fulfilled when and as required by this Agreement to be fulfilled,
the obligations of the Underwriters hereunder may be terminated by the
Representative by notifying the Company of such termination in writing at or
prior to the Closing Date or the Option Closing Date, as the case may be. In
such event, the Company and the Underwriters shall not be under any obligation
to each other (except to the extent provided in Sections 5 and 8 hereof).

     7. CONDITIONS OF THE OBLIGATIONS OF THE COMPANY. The obligations of the
Company to sell and deliver the Shares required to be delivered as and when
specified in this Agreement are subject to the conditions that at the Closing
Date or the Option Closing Date,


                                       20


as the case may be, no stop order suspending the effectiveness of the
Registration Statement shall have been issued and in effect or proceedings
therefor initiated or threatened.

     8. INDEMNIFICATION.

          (i) The Company agrees to indemnify and hold harmless each
     Underwriter, its officers and directors, and each person, if any, who
     controls any Underwriter 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 such Underwriter or such
     controlling person may become subject under the Securities Act or
     otherwise, insofar as such losses, claims, damages or liabilities (or
     actions or proceedings in respect thereof) arise out of or are based upon
     (a) any untrue statement or alleged untrue statement of any material fact
     contained or incorporated by reference in the Registration Statement, any
     Preliminary Prospectus, the Prospectus or any amendment or supplement
     thereto, or (b) the omission or alleged omission to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading in light of the circumstances under which
     they were made, and will reimburse each such Underwriter and each such
     controlling person for any legal or other out-of-pocket expenses reasonably
     incurred by such Underwriter or such controlling person in connection with
     investigating or defending any such loss, claim, damage, liability, action
     or proceeding or in responding to a subpoena or governmental inquiry
     related to the offering of the Shares, whether or not such Underwriter or
     controlling person is a party to any action or proceeding; provided,
     however, that the Company will not be liable in any such case to the extent
     that any such loss, claim, damage or liability arises out of or is based
     upon an untrue statement or alleged untrue statement, or omission or
     alleged omission made or incorporated by reference in the Registration
     Statement, any Preliminary Prospectus, the Prospectus, or such amendment or
     supplement, in reliance upon and in conformity with written information
     furnished to the Company by or through the Representative specifically for
     use in the preparation thereof; and provided, further, that, as to any
     Preliminary Prospectus, this indemnity agreement shall not inure to the
     benefit of any Underwriter, its officers or directors, or any person
     controlling the Underwriter on account of any loss, claim, damages,
     liability or action arising from the sale of any Shares to any person by
     that Underwriter if such Underwriter failed to send or give a copy of the
     Prospectus, as the same may be amended or supplemented, to that person
     within the time required by the Securities Act, and the untrue statement or
     alleged untrue statement of a material fact or omission or alleged omission
     to state a material fact in such Preliminary Prospectus was corrected in
     such Prospectus, unless such failure resulted from non-compliance by the
     Company with its obligations under this Agreement. This indemnity agreement
     will be in addition to any liability which the Company may otherwise have.

          (ii) Each Underwriter, severally and not jointly, will indemnify and
     hold harmless the Company, each of its directors, each of its officers who
     have signed the Registration Statement, and each person, if any, who
     controls the Company within the meaning of the Securities Act, against any
     losses, claims, damages or liabilities to which the Company or any such
     director, officer or controlling person may become subject under the
     Securities Act or otherwise, insofar as such losses, claims, damages or


                                       21


     liabilities (or actions or proceedings in respect thereof) arise out of or
     are based upon any untrue statement or alleged untrue statement of any
     material fact contained or incorporated by reference in the Registration
     Statement, any Preliminary Prospectus, the Prospectus or any amendment or
     supplement thereto, or arise out of or are based upon the omission or the
     alleged omission to state therein a material fact required to be stated
     therein or necessary to make the statements therein not misleading in the
     light of the circumstances under which they were made; and will reimburse
     any legal or other expenses reasonably incurred by the Company or any such
     director, officer or controlling person in connection with investigating or
     defending any such loss, claim, damage, liability, action or proceeding;
     provided, however, that each Underwriter will be liable in each case to the
     extent, but only to the extent, that such untrue statement or alleged
     untrue statement or omission or alleged omission has been made or
     incorporated by reference in the Registration Statement, any Preliminary
     Prospectus, the Prospectus or such amendment or supplement, in reliance
     upon and in conformity with written information furnished to the Company by
     or through the Representative specifically for use in the preparation
     thereof. This indemnity agreement will be in addition to any liability
     which such Underwriter may otherwise have.

          (iii) In case any proceeding (including any governmental
     investigation) shall be instituted involving any person in respect of which
     indemnity may be sought pursuant to this Section 8, such person (the
     "indemnified party") shall promptly notify the person against whom such
     indemnity may be sought (the "indemnifying party") in writing. No
     indemnification provided for in Sections 8(i) or (ii) shall be available to
     any party who shall fail to give notice as provided in this Section 8(iii)
     if the party to whom notice was not given was unaware of the proceeding to
     which such notice would have related and was materially prejudiced by the
     failure to give such notice, but the failure to give such notice shall not
     relieve the indemnifying party or parties from any liability which it or
     they may have to the indemnified party for contribution or otherwise than
     on account of the provisions of Sections 8(i) or (ii). In case any such
     proceeding shall be brought against any indemnified party and it shall
     notify the indemnifying party of the commencement thereof, the indemnifying
     party shall be entitled to participate therein and, to the extent that it
     shall wish, jointly with any other indemnifying party similarly notified,
     to assume the defense thereof, with counsel satisfactory to such
     indemnified party and shall pay as incurred the fees and disbursements of
     such counsel related to such proceeding. In any such proceeding, any
     indemnified party shall have the right to retain its own counsel at its own
     expense. Notwithstanding the foregoing, the indemnifying party shall pay as
     incurred the fees and expenses of the counsel retained by the indemnified
     party in the event (a) the indemnifying party and the indemnified party
     shall have mutually agreed to the retention of such counsel, (b) the named
     parties to any such proceeding (including any impleaded parties) include
     both the indemnifying party and the indemnified party and representation of
     both parties by the same counsel would be inappropriate due to actual or
     potential differing interests between them, in which case the indemnifying
     party shall not be entitled to assume the defense of such suit
     notwithstanding its obligation to bear the fees and expenses of such
     counsel, or (c) the indemnifying party shall have failed to assume the
     defense and employ counsel acceptable to the indemnified party within a
     reasonable period of time after notice of commencement of the action. It is
     understood that the indemnifying party shall not, in connection with any


                                       22


     proceeding or related proceedings in the same jurisdiction, be liable for
     the reasonable fees and expenses of more than one separate firm for all
     such indemnified parties and one local counsel. Such firm shall be
     designated in writing by you in the case of parties indemnified pursuant to
     Section 8(i) and by the Company in the case of parties indemnified pursuant
     to Section 8(ii). The indemnifying party shall not be liable for any
     settlement of any proceeding effected without its written consent but if
     settled with such consent or if there be a final judgment for the
     plaintiff, the indemnifying party agrees to indemnify the indemnified party
     from and against any loss or liability by reason of such settlement or
     judgment. In addition, the indemnifying party will not, without the prior
     written consent of the indemnified party, settle or compromise or consent
     to the entry of any judgment in any pending or threatened claim, action or
     proceeding of which indemnification may be sought hereunder (whether or not
     any indemnified party is an actual or potential party to such claim, action
     or proceeding) unless such settlement, compromise or consent includes an
     unconditional release of each indemnified party from all liability arising
     out of such claim, action or proceeding and does not include a statement as
     to, or an admission of, fault, culpability or failure to act by or on
     behalf of an indemnified party.

          (iv) If the indemnification provided for in this Section 8 is
     unavailable to or insufficient to hold harmless to the extent required
     therein an indemnified party under Sections 8(i) or (ii) above in respect
     of any losses, claims, damages or liabilities (or actions or proceedings in
     respect thereof) referred to therein, then each indemnifying party shall
     contribute to the amount paid or payable by such indemnified party as a
     result of such losses, claims, damages or liabilities (or actions or
     proceedings in respect thereof) in such proportion as is appropriate to
     reflect the relative benefits received by the Company and the Underwriters
     from the offering of the Shares. If, however, the allocation provided by
     the immediately preceding sentence is not permitted by applicable law, then
     each indemnifying party shall contribute to such amount paid or payable by
     such indemnified party in such proportion as is appropriate to reflect not
     only such relative benefits but also the relative fault of the Company and
     the Underwriters in connection with the statements or omissions which
     resulted in such losses, claims, damages or liabilities (or actions or
     proceedings in respect thereof), as well as any other relevant equitable
     considerations. The relative benefits received by the Company and the
     Underwriters shall be deemed to be in the same proportion as the total net
     proceeds from the offering (before deducting expenses) received by each of
     the Company and the Underwriters bear to the total proceeds of the offering
     (the proceeds received by the Underwriters being equal to the total
     underwriting discounts and commissions received by the Underwriters), in
     each case as set forth in the table on the cover page of the Prospectus.
     The relative fault shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or the
     omission or alleged omission to state a material fact relates to
     information supplied by the Company or the Underwriters and the parties'
     relative intent, knowledge, access to information and opportunity to
     correct or prevent such statement or omission.

          The Company and the Underwriters agree that it would not be just and
     equitable if contributions pursuant to this Section 8(iv) were determined
     by pro rata allocation or by any other method of allocation which does not
     take account of the equitable considerations referred to above in this
     Section 8(iv). The amount paid or payable by an


                                       23


     indemnified party as a result of the losses, claims, damages or liabilities
     (or actions or proceedings in respect thereof) referred to above in this
     Section 8(iv) shall be deemed to include any legal or other expenses
     reasonably incurred by such indemnified party in connection with
     investigating or defending any such action or claim. Notwithstanding the
     provisions of this Section 8(iv), (a) no Underwriter shall be required to
     contribute any amount in excess of the underwriting discounts and
     commissions applicable to the Shares purchased by such Underwriter and (b)
     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
     Underwriters' obligations in this Section 8(iv) to contribute are several
     in proportion to their respective underwriting obligations and not joint.

          (v) In any proceeding relating to the Registration Statement, any
     Preliminary Prospectus, the Prospectus or any supplement or amendment
     thereto, each party against whom contribution may be sought under this
     Section 8 hereby consents to the jurisdiction of any court having
     jurisdiction over any other contributing party, agrees that process issuing
     from such court may be served upon him or it by any other contributing
     party and consents to the service of such process and agrees that any other
     contributing party may join him or it as an additional defendant in any
     such proceeding in which such other contributing party is a party.

          (vi) Any losses, claims, damages, liabilities or expenses for which an
     indemnified party is entitled to indemnification or contribution under this
     Section 8 shall be paid by the indemnifying party to the indemnified party
     as such losses, claims, damages, liabilities or expenses are incurred. The
     indemnity and contribution agreements contained in this Section 8 and the
     representations and warranties of the Company set forth in this Agreement
     shall remain operative and in full force and effect, regardless of (i) any
     investigation made by or on behalf of any Underwriter or any person
     controlling any Underwriter, the Company, its directors or officers or any
     persons controlling the Company, (ii) acceptance of any Shares and payment
     therefor hereunder, and (iii) any termination of this Agreement. A
     successor to any Underwriter, or any person controlling any Underwriter, or
     to the Company, its directors or officers, or any person controlling the
     Company, shall be entitled to the benefits of the indemnity, contribution
     and reimbursement agreements contained in this Section 8.

     9. NOTICES. All communications hereunder shall be in writing and, except as
otherwise provided herein, will be mailed, delivered or telecopied and confirmed
as follows: if to the Underwriters, to Deutsche Bank Securities Inc., 60 Wall
Street, 3rd Floor, New York, New York 10005, or via fax at (212) 797-2202,
Attention: Debt Capital Markets - Corporate Group, with a copy to the General
Counsel via fax at (212) 797-4564; if to the Company, to Urstadt Biddle
Properties Inc., 321 Railroad Avenue, Greenwich, Connecticut 06830, or via fax
at (203) 861-6755, Attention: Willing L. Biddle.

     10. TERMINATION. This Agreement may be terminated by you by notice to the
Company as follows:


                                       24


          (i) at any time prior to the Closing Date or any Option Closing Date
     (if different from the Closing Date and then only as to Option Shares) if
     any of the following has occurred: (a) since the date hereof, any Material
     Adverse Change, (b) any outbreak or escalation of hostilities involving the
     United States or declaration of war or national emergency by the United
     States after the date hereof or other national or international calamity or
     crisis or change in economic or political conditions if the effect of such
     outbreak, escalation, declaration, emergency, calamity, crisis or change on
     the financial markets of the United States would, in your reasonable
     judgment, make the offering or delivery of the Shares impracticable or
     inadvisable on the terms and in the manner contemplated by the Prospectus,
     (c) trading in securities generally on the New York Stock Exchange, the
     American Stock Exchange or NASDAQ, or in the Company's securities on the
     New York Stock Exchange, shall have been suspended or materially limited
     (other than limitations on hours or numbers of days of trading) or minimum
     prices shall have been established for securities on any such exchange, (d)
     the enactment, publication, decree or other promulgation of any federal or
     state statute, regulation, rule or order of any court or other governmental
     authority which in your opinion materially and adversely affects or may
     materially and adversely affect the business or operations of the Company,
     (e) declaration of a banking moratorium by either federal or New York State
     authorities or material disruption in securities settlement or clearance
     services in the United States, (f) any downgrading, or placement on any
     watch list for possible downgrading, in the rating of any of the Company's
     debt securities by any "nationally recognized statistical rating
     organization" (as defined for purposes of Rule 436(g) under the Exchange
     Act), (g) the taking of any action by any federal, state or local
     government or agency in respect of its monetary or fiscal affairs which in
     your reasonable opinion has a material adverse effect on the securities
     markets in the United States, or (h) any litigation or proceeding is
     pending or threatened against any Underwriter which seeks to enjoin or
     otherwise restrain, or seeks damages in connection with, or questions the
     legality or validity of this Agreement or the transactions contemplated
     hereby; or

          (ii) as provided in Sections 6 and 11 of this Agreement.

     11. DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing
Date, as the case may be, any Underwriter shall fail to purchase and pay for the
portion of the Shares which such Underwriter has agreed to purchase and pay for
on such date (otherwise than by reason of any default on the part of the
Company), you, as Representative of the Underwriters, shall use your reasonable
efforts to procure within 36 hours thereafter one or more of the other
Underwriters, or any others, to purchase from the Company such amounts as may be
agreed upon and upon the terms set forth herein, the Shares which the defaulting
Underwriter or Underwriters failed to purchase. If during such 36 hours you, as
such Representative, shall not have procured such other Underwriters, or any
others, to purchase the Shares agreed to be purchased by the defaulting
Underwriter or Underwriters, then (a) if the aggregate number of Shares with
respect to which such default shall occur does not exceed 10% of the Shares to
be purchased on the Closing Date or the Option Closing date, as the case may be,
the other Underwriters shall be obligated, severally, in proportion to the
respective numbers of Shares which they are obligated to purchase hereunder, to
purchase the Shares which such defaulting Underwriter or Underwriters failed to
purchase, or (b) if the aggregate number of Shares with respect to which such
default shall occur exceeds 10% of the Shares to be purchased on the


                                       25


Closing Date or the Option Closing Date, as the case may be, the Company or you,
as the Representative of the Underwriters, will have the right, by written
notice given within the next 36-hour period to the parties to this Agreement, to
terminate this Agreement without liability on the part of the non-defaulting
Underwriters or of the Company, except to the extent provided in Sections 5 and
8 hereof. In the event of a default by any Underwriter or Underwriters, as set
forth in this Section 11, the Closing Date or Option Closing Date, as the case
may be, may be postponed for such period, not exceeding seven days, as you, as
Representative, may determine in order that the required changes in the
Registration Statement or in the Prospectus or in any other documents or
arrangements may be effected. The term "Underwriter" includes any person
substituted for a defaulting Underwriter. Any action taken under this Section 11
shall not relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.

     12. SUCCESSORS. This Agreement has been and is made solely for the benefit
of the Underwriters and the Company and their respective successors, executors,
administrators, heirs and assigns, and the officers, directors and controlling
persons referred to herein, and no other person will have any right or
obligation hereunder. The term "successors" shall not include any purchaser of
the Shares merely because of such purchase.

     13. INFORMATION PROVIDED BY UNDERWRITERS. The Company and the Underwriters
acknowledge and agree that the only information furnished or to be furnished by
the Underwriters to the Company for inclusion in any Prospectus or the
Registration Statement consists of the information set forth in the first and
second sentences of the third paragraph, the third and fourth sentences of the
seventh paragraph and the tenth and eleventh paragraphs under the caption
"Underwriting" in the Prospectus.

     14. MISCELLANEOUS. The reimbursement, indemnification and contribution
agreements contained in this Agreement and the representations, warranties and
covenants (to the extent such covenants by their terms survive termination of
this Agreement or delivery of and payment for the Shares) in this Agreement
shall remain in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter or
controlling person thereof, or by or on behalf of the Company or its directors
or officers and (iii) delivery of and payment for the Shares under this
Agreement.

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

     This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York without regard to any conflict of law provision
that would require application of the laws of any other jurisdiction.


                                       26




     If the foregoing letter is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding agreement among the Company and the several
Underwriters in accordance with its terms.

                                Very truly yours,

                                URSTADT BIDDLE PROPERTIES INC.

                                By:      /s/ Willing L. Biddle
                                     -------------------------------------------

                                Name:   Willing L. Biddle
                                      ------------------------------------------

                                Title:    President & Chief Operating Officer
                                        ----------------------------------------

The foregoing Underwriting
Agreement is hereby confirmed
and accepted as of the date
first above written.

DEUTSCHE BANK SECURITIES INC.
As Representative of the Underwriters listed on Schedule I

By:   DEUTSCHE BANK SECURITIES INC.

      By:       /s/ Matthew J. Siracuse
               -----------------------------------
      Name:    Mathew J. Siracuse
      Title:   Director/Debt Syndicate
               Deutsche Bank Securities Inc.

      By:       /s/ Richard Grellier
               -----------------------------------
      Name:    Richard Grellier
      Title:   Director














              [Underwriting Agreement for Series D Preferred Stock]





                                   SCHEDULE I

                            SCHEDULE OF UNDERWRITERS


                                                        NUMBER OF FIRM SHARES TO
                                                              BE PURCHASED
UNDERWRITER                                             ------------------------

Deutsche Bank Securities Inc........................               380,000
Robert W. Baird & Co. Incorporated..................               380,000
Morgan Keegan & Company, Inc........................               120,000
J.J.B. Hilliard, W.L. Lyons, Inc....................               120,000

                                                       -------------------------
         Total......................................             1,000,000









                                      I-1


                                   SCHEDULE II

                           SUBSIDIARIES OF THE COMPANY


323 Railroad Corp.
UB Danbury, Inc.
UB Darien, Inc.
Scarborough Associates, L.P.
Eastchester Mall Associates, L.P.
UB Stamford, L.P.
UB Somers, Inc.
UB Dockside, LLC
UB Railside, LLC













                                    Exh. B-1

EX-4.1

                             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"), 1,150,000 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 April 7, 2005, as authorized but unissued shares of
the Company's 7.5% Series D 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 7.5% Series D 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 7.5% Series D Senior Cumulative Preferred Stock, par value $.01 per share
(the "Series D Preferred Stock"), is hereby established. The number of shares
constituting the Series D Preferred Stock shall be 1,150,000.

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

         "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 on 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.

         "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.

         "Fifth Anniversary Date" means the date which is the fifth anniversary
of the first date of issuance of any shares of Series D Preferred Stock.

         "Make-Whole Price" means, for any share of Series D 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 D Preferred Stock until the Fifth 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 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.

                                       2


         "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.

         "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.

         "Series C Preferred Stock" means the 8.5% Series C Senior Cumulative
Preferred Stock, par value $.01 per share, of the Company.

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

            4. Rank. The Series D 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 D
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, Series C 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, Series C and Series D 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 D Preferred Stock, the
Company may not issue any equity securities which rank senior to the Series D
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 D
Preferred Stock prior to conversion.

            5. Dividends.

            (a) Holders of shares of the Series D 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 7.5% per annum of the Liquidation Preference (the "Dividend
Yield").

            (b) Dividends on the Series D 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, 2005,
with

                                       3


respect to the period commencing on the date of issue and ending July 31, 2005.
Any dividend payable on the Series D 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 D 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 D 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 D Preferred Stock will not bear
interest and holders of shares of the Series D 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 D 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 D 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 D 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 D Preferred Stock and the shares of any other series of
preferred stock ranking on a parity as to dividends with the Series D Preferred
Stock, all dividends declared upon the Series D Preferred Stock and any other
series of preferred stock ranking on a parity as to dividends with the Series D
Preferred Stock shall be declared pro rata so that the amount of dividends
declared per share of Series D 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 D 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 D 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 D 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

                                       4


Common Stock, or any other capital stock of the Company ranking junior to or on
a parity with the Series D 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 D 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 D 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 D 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 D Preferred Stock as provided above.
Any dividend payment made on shares of the Series D 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 D 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 D
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 $25
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 D
Preferred Stock as to liquidation rights, but the holders of the shares of
Series D 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
D Preferred Stock has been paid in full. The holders of Series D 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 D 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 D Preferred
Stock as to liquidation rights) which is not sufficient to pay in full the
aggregate of the amounts payable thereon. Holders of Series D 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 D 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.

                                       5


            (b) In determining whether a distribution to holders of Series D
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 D 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 D Preferred
Stock is not redeemable, in whole or in part, prior to the Fifth 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 D Preferred Stock at
any time any shares of Series D Preferred Stock in excess of 7.5% of the value
of the outstanding capital stock of the Company. On and after the Fifth
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 D Preferred Stock,
in whole or in part, at any time or from time to time, for cash at a redemption
price of $25 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 D Preferred Stock which shall have been converted into shares
of Excess Stock pursuant to the Charter), without interest. Holders of Series D
Preferred Stock which is to be redeemed shall surrender such Series D 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 D 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 D Preferred Stock so called for redemption, then
from and after the redemption date dividends will cease to accrue on such shares
of Series D Preferred Stock, such shares of Series D 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 D Preferred Stock is to be redeemed, the Series
D 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 D
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 D Preferred Stock shall be redeemed unless all outstanding shares of
Series D Preferred Stock are simultaneously redeemed and the Company shall not
purchase or otherwise acquire directly or indirectly any shares of Series D
Preferred Stock (except by exchange for capital stock of the Company ranking
junior to the Series D Preferred Stock as to dividends and upon liquidation);
provided, however, that the foregoing shall not

                                       6


prevent the purchase by the Company of Excess Stock in order to ensure that the
Company 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 D 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 D 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 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 D 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 D 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
D Preferred Stock to be redeemed; (iv) the place or places where the Series D
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 D 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 D Preferred Stock held by such holder to be
redeemed.

            (d) Immediately prior to any redemption of Series D 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 D 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, 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 D Preferred Stock at (i) prior to the Fifth
Anniversary Date, the Make-Whole Price as of the date fixed for redemption
(except with respect to shares of Series D Preferred Stock which shall have been
converted into shares of Excess Stock pursuant to the Charter) and (ii) on or
subsequent to the Fifth Anniversary Date, the redemption price of $25 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 D
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 D Preferred Stock.

            9. Voting Rights.

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

                                       7


            (b) Whenever dividends on any shares of Series D Preferred Stock
shall be in arrears for six or more quarterly periods, 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 D 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 D 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 and
Series C 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 of at least 20% of the Series D
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 D 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 D 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 D 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 D 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 D Preferred Stock and such Parity Preferred (regardless of
liquidation preference) 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 D 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 D 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).

                                       8


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
D 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 D 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 D Preferred Stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting (voting separately as a class):

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

            (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 D Preferred Stock or the holders thereof; provided,
                  however, that without the affirmative vote or consent of each
                  holder of shares of the Series D 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 (x) reduce the number of shares of the
                  Series D 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), (y) reduce
                  the Dividend Yield or the Liquidation Preference or change the
                  method of calculation of the Make-Whole Price or (z) change
                  the payment date for payment of dividends with respect to the
                  Series D Preferred Stock or change the period with respect to
                  which such dividends are paid. With respect to the occurrence
                  of any Event set forth above, so long as the Series D
                  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 D 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 D Preferred Stock with respect to payment
                  of dividends or the distribution of assets upon liquidation,

                                       9


                  dissolution or winding up, or the issuance of additional
                  shares of Series D Preferred Stock, 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.

            (d) 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 D 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.

            (e) Notwithstanding Section 9(b), any and all shares of Series D
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 D
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 D 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.

            (f) Except as expressly stated in these Articles Supplementary, the
Series D 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 D Preferred Stock.

            10. Conversion. The Series D 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.

                                       10


         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
Assistant Secretary on this 7th day of April, 2005.

ATTEST                                        URSTADT BIDDLE PROPERTIES INC.


        /s/ Raymond P. Argila                 By     /s/ Willing L. Biddle
- --------------------------------------           ----------------------------
Raymond P. Argila                                Willing L. Biddle
Assistant Secretary                              President

EX-5.1

                    [Letterhead of Miles & Stockbridge P.C.]


                                                                     Exhibit 5.1

April 8, 2005


Ursdadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, Connecticut  06830


Ladies and Gentlemen:

We have acted as special Maryland counsel to Urstadt Biddle Properties Inc., a
Maryland corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), by the Company of 1,150,000
shares of its 7.5% Series D Senior Cumulative Preferred Stock, par value $0.01
per share (the "Preferred Shares"), on its Registration Statement on Form S-3
(No. 333 - 84774, as amended, the "Registration Statement").

We have examined such records, certificates and documents as we deemed necessary
for the purpose of this opinion. Based on that examination, we advise you that
in our opinion the Preferred Shares have been duly and validly authorized and,
when issued upon the terms set forth in the Registration Statement, will be
legally issued, fully paid and non-assessable.

We hereby consent to the filing of this letter as an exhibit to the Registration
Statement. In giving our consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission thereunder. We
express no opinion as to the laws of any state or jurisdiction other than, and
our opinion expressed herein is limited to, the laws of the State of Maryland.
Our opinion expressed herein is limited to the matters set forth in this letter
and no other opinion should be inferred beyond the matters expressly stated.

Very truly yours,

Miles & Stockbridge P.C.


By: /s/ J.W. Thompson Webb
   -------------------------
   Principal

EX-8.1

                        [Coudert Brothers LLP Letterhead]




April 7, 2005



Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, Connecticut  06830


                         Urstadt Biddle Properties Inc.
                         ------------------------------
                  Qualification as Real Estate Investment Trust
                  ---------------------------------------------


Ladies and Gentlemen:

         We have acted as counsel to Urstadt Biddle Properties Inc., a Maryland
corporation (the "Company"), in connection with the preparation of a Prospectus
Supplement dated April 7, 2005, with respect to the public offering and sale by
the Company of shares of the 7.5% Series D senior cumulative preferred stock
(the "Offered Shares"), par value $0.01 per share, of the Company. You have
requested our opinion regarding certain U.S. Federal income tax matters.

         In connection with the opinions rendered below, we have examined the
following:

         1)   the Company's Amended and Restated Articles of Incorporation, as
              filed with the State Department of Assessments and Taxation of
              Maryland on January 30, 1997;

         2)   the Company's Bylaws;

         3)   the Registration Statement and Prospectus Supplement;

         4)   the Partnership Agreements for each partnership (or other entity,
              such as a limited liability company, which normally is classified
              as a partnership for U.S. Federal income tax purposes) in which
              the Company has owned an interest after October 31, 1997 (the
              "Partnerships"); and

         5)   such other documents as we have deemed necessary or appropriate
              for purposes of this opinion.


April 7, 2005
Page 2 of 3

         In connection with the opinions rendered below, we have assumed
generally that:

         1.   Each of the documents referred to above has been duly authorized,
              executed and delivered; is authentic, if an original, or is
              accurate, if a copy; and has not been amended.

         2.   During the Company's fiscal year ended October 31, 2002, and
              subsequent fiscal years, the Company, the Partnerships and the
              corporations in which the Company owns an interest (the
              "Corporations") have operated and will continue to operate in such
              a manner that makes and will continue to make the representations
              contained in a certificate, dated the date hereof and executed by
              a duly appointed officer of the Company (the "Officer's
              Certificate"), true for such years.

         3.   No amendments to the organizational documents of the Company, the
              Partnerships and the Corporations will be made after the date of
              this opinion that would affect the Company's qualification as a
              real estate investment trust (a "REIT") for any taxable year.

         4.   No action will be taken by the Company, the Partnerships or the
              Corporations after the date hereof that would have the effect of
              altering the facts upon which the opinions set forth below are
              based.

         In connection with the opinions rendered below, we also have relied
upon the correctness of the representations contained in the Officer's
Certificate. We are not aware of any facts inconsistent with the representations
set forth in the Officer's Certificate. Where such factual representations
contained in the Officer's Certificate involve terms defined in the Internal
Revenue Code of 1986, as amended (the "Code"), the Treasury regulations
thereunder (the "Regulations"), published rulings of the Internal Revenue
Service (the "Service"), or other relevant authority, we have explained such
terms to the Company's representatives and are satisfied that the Company's
representatives understand such terms so as to enable them to accurately make
such factual representations.

         Based on the documents and assumptions set forth above, the
representations set forth in the Officer's Certificate, the discussion in the
Prospectus Supplement under the caption "Federal Income Tax Consequences of Our
Status as a REIT" (which is incorporated herein by reference), and without
further investigation, we are of the opinion that:

         (a)  the Company qualified to be taxed as a REIT pursuant to sections
              856 through 860 of the Code, for its fiscal years ended October
              31, 2002 through October 31, 2004, and the Company's organization
              and current and proposed method of operation will enable it to
              continue to qualify as a REIT for its fiscal year ending October
              31, 2005, and in the future;

         (b)  the Partnerships were classified as, and were treated as,
              partnerships for U.S. Federal income tax purposes for the
              Company's fiscal year ended October 31, 2002, and subsequent
              fiscal years; and



April 7, 2005
Page 3 of 3

         (c)  the description of the law and the legal conclusions contained in
              the Prospectus Supplement under the caption "Federal Income Tax
              Consequences of Our Status as a REIT" are correct in all material
              respects, and the discussion thereunder fairly summarizes the U.S.
              Federal income tax considerations that are likely to be material
              to a holder of the Offered Shares.

         Except as described herein, we have performed no further due diligence
and have made no efforts to verify the accuracy and genuineness of the documents
and assumptions set forth above, or the representations set forth in the
Officer's Certificate. We will not review on a continuing basis the Company's
compliance with the documents or assumptions set forth above, or the
representations set forth in the Officer's Certificate. Accordingly, no
assurance can be given that the actual results of the Company's operations for
its fiscal year ending October 31, 2005, and subsequent fiscal years will
satisfy the requirements for qualification and taxation as a REIT.

         The foregoing opinions are based on current provisions of the Code and
the Regulations, published administrative interpretations thereof, and published
court decisions. The Service has not issued Regulations or administrative
interpretations with respect to various provisions of the Code relating to REIT
qualification. No assurance can be given that the law will not change in a way
that will prevent the Company from qualifying as a REIT.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name as it appears under the
captions "Federal Income Tax Consequences of Our Status as a REIT" and "Legal
Opinions." In giving this consent, we do not admit that we are in the category
of persons whose consent is required by Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations promulgated thereunder by the SEC.

         The foregoing opinions are limited to the U.S. Federal income tax
matters addressed herein, and no other opinions are rendered with respect to
other U.S. Federal tax matters or to any issues arising under the tax laws of
any other country, or any state or locality. We undertake no obligation to
update the opinions expressed herein after the date of this letter. This opinion
letter is solely for the information and use of the addressee, and, except as
described above, it may not be distributed, relied upon for any purpose by any
other person, quoted in whole or in part or otherwise reproduced in any
document, or filed with any governmental agency without our express written
consent.

                                               Very truly yours,

                                               /s/ Coudert Brothers LLP

                                               Coudert Brothers LLP

EX-99.1

For Immediate Release

Contact:   James R. Moore
                    Urstadt Biddle Properties Inc.
                    203 863-8200


       URSTADT BIDDLE PROPERTIES INC. ANNOUNCES PRICING OF 7.5% CUMULATIVE
                                PREFERRED STOCK


Greenwich, Connecticut, April 8, 2005, Urstadt Biddle Properties Inc. (NYSE: UBA
and UBP), a real estate investment trust, announced today that it has priced a
public offering of 1,000,000 shares of 7.5% Series D Senior Cumulative Preferred
Stock. The shares have a liquidation value of $25.00 per share. It is
anticipated that closing and delivery will occur on or about April 12, 2005. The
preferred stock, which has no stated maturity, may be redeemed by the Company at
par on or after April 12, 2010.

Deutsche Bank Securities (sole bookrunning manager) and Robert W. Baird & Co.
were joint lead managers for the offering, and J.J.B. Hilliard, W.L. Lyons, Inc.
and Morgan Keegan & Company, Inc. served as co-managers.

Copies of the prospectus related to the offering may be obtained by contacting
Deutsche Bank Securities, Inc., 60 Wall Street, 3rd floor, New York, New York
10005 or Robert W. Baird & Co., 777 East Wisconsin Ave., Milwaukee, WI 53202.

This release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of the securities in any state in
which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such state.

UBP is a self-administered real estate investment trust providing investors with
a means of participating in the ownership of income-producing properties with
investment liquidity. UBP owns thirty-four (34) properties containing 3.7
million square feet of space.

Certain statements contained herein may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks and uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among other things, risks associated with the timing of and
costs associated with property improvements, financing commitments and general
competitive factors.