S-8

As filed with the Securities and Exchange Commission on March 31, 2010

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

__________________________________

URSTADT BIDDLE PROPERTIES INC.

(Exact name of registrant as specified in its charter)

State of Maryland	04-2458042
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
321 Railroad Avenue, Greenwich, CT	06830
(Address of Principal Executive Offices)	(Zip Code)

URSTADT BIDDLE PROPERTIES INC.

AMENDED AND RESTATED RESTRICTED STOCK AWARD PLAN

 (Full Title of the Plans)

Charles J. Urstadt Chairman and Chief Executive Officer Urstadt Biddle Properties Inc. 321 Railroad Avenue Greenwich, Connecticut 06830 (203) 863-8200 Willing L. Biddle President and Chief Operating Officer Urstadt Biddle Properties Inc. 321 Railroad Avenue Greenwich, Connecticut 06830 (203) 863-8200

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer þ
Non-accelerated filer o  (Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock	300,000	$ 14.98 (2)	$ 4,494,000 (2)	$321 (2)
Class A Common Stock	300,000	$16.87 (3)	$ 5,061,000 (3)	$361 (3)

(1)           Pursuant to Rule 416(a), this registration statement shall also cover any additional shares of the Registrant’s Common Stock and Class A Common Stock that become issuable under the Urstadt Biddle Properties Inc. Amended and Restated Restricted Stock Award Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction.

(2)           Estimated solely for purposes of calculating the registration fee, and pursuant to Rule 457(h) under the Securities Act of 1933, as amended, computed based upon the average of the high and low prices of the Registrant’s Common Stock reported on the New York Stock Exchange on March 24, 2010.

(3)           Estimated solely for purposes of calculating the registration fee, and pursuant to Rule 457(h) under the Securities Act of 1933, as amended, computed based upon the average of the high and low prices of the Registrant’s Class A Common Stock reported on the New York Stock Exchange on March 24, 2010.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information

Not filed as part of this registration statement pursuant to the Note to Part 1 of Form S-8.  The documents containing the information specified in this Item have been or will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”).

 Item 2.    Registrant Information and Employee Plan Annual Information

Not filed as part of this registration statement pursuant to the Note to Part 1 of Form S-8.  The documents containing the information specified in this Item have been or will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.              Incorporation of Documents by Reference

The following documents which have heretofore been filed by Urstadt Biddle Properties Inc. (the “Company”) (Commission File No. 001-12803) with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference herein and shall be deemed to be a part hereof:

(a)           The Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2009;

(b)           The Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2010;

(c)           The Company’s Current Report on Form 8-K filed on February 17, 2010;

(d)           The description of the Company’s Common Stock contained in the Company’s registration statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description; and

(e)           The description of the Company’s Class A Common Stock contained in the Company’s registration statement filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all the Common Stock and Class A Common Stock offered hereby have been sold or which deregisters all Common Stock and Class A Common Stock then remaining unsold shall be deemed to be automatically incorporated by reference in this registration statement and to be a part hereof from the date of filing such documents; provided, however, that the Company is not incorporating by reference any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K, unless, and to the extent, specified in any such current report on Form 8-K.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall only be deemed to be a part of this registration statement as so modified or superseded.

Item 4.              Description of Securities

Not applicable

Item 5.                     Interests of Named Experts and Counsel

Not applicable

Item 6.              Indemnification of Directors and Officers

Charter and bylaws.  The charter of the Company provides that the Company has the power, by its bylaws or by resolution of the board of directors, to indemnify directors, officers, employees and

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agents, provided that indemnification is consistent with applicable law.  The bylaws provide that the Company will indemnify, to the fullest extent permitted from time to time by applicable law, its directors, officers, employees and agents and any person serving at its request as a director, officer or employee of another corporation or entity, who by reason of that status or service is or is threatened to be made a party to, or is otherwise involved in, any action, suit or proceeding.  According to the Company’s bylaws, indemnification will be against all liability and loss suffered and expenses, including attorneys’ fees, judgments, fines, penalties and amounts paid in settlement, reasonably incurred by the indemnified person in connection with the proceeding.  The bylaws provide, however, that the Company will not be required to indemnify a person in connection with an action, suit or proceeding initiated by that person unless it was authorized by the board of directors.  The bylaws provide that the Company will pay or reimburse reasonable expenses in advance of final disposition of a proceeding and without requiring a preliminary determination of the ultimate entitlement to indemnification, provided that the individual seeking payment provides (a) a written affirmation of the individual’s good faith belief that the individual meets the standard of conduct necessary for indemnification under the laws of the State of Maryland, and (b) a written undertaking to repay the amount advanced if it is ultimately determined that the applicable standard of conduct has not been met.

Maryland General Corporation Law.  The Maryland General Corporation Law (the “MGCL”) permits a corporation to indemnify its directors, officers and certain other parties against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service to the corporation or at the corporation’s request, unless it is established that the act or omission of the person was material to the matter giving rise to the proceeding and (i) the act or omission was committed in bad faith or was the result of active and deliberate dishonesty, or (ii) the person actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal proceeding, the person had reasonable cause to believe that the act or omission was unlawful.  The MGCL does not permit indemnification in respect of any proceeding in which the person seeking indemnification is adjudged to be liable to the corporation.  Further, a person may not be indemnified for a proceeding brought by that person against the corporation, except (i) for a proceeding brought to enforce indemnification or (ii) if the corporation’s charter or bylaws, a resolution of the board of directors or an agreement approved by the board of directors to which the corporation is a party expressly provides otherwise.  Under the MGCL, reasonable expenses incurred by a director or officer who is a party to a proceeding may be paid or reimbursed by the corporation in advance of final disposition of the proceeding upon receipt by the corporation of (i) a written affirmation by the person of his or her good faith belief that the standard of conduct necessary for indemnification has been met and (ii) a written undertaking by or on behalf of the person to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.  The MGCL also requires a corporation (unless limited by the corporation’s charter; our charter contains no such limitation) to indemnify a director or officer who is successful, on the merits or otherwise, in the defense of any proceeding against reasonable expenses incurred by the director in connection with the proceeding in which the director or officer has been successful.

SEC Position.     Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.              Exemption from Registration Claimed

Not Applicable

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Item 8.               Exhibits

The following is a list of exhibits filed as part of this registration statement, which are incorporated herein.

4	Urstadt Biddle Properties Inc. Amended and Restated Restricted Stock Award Plan (amended as of March 9, 2010).  (Filed as Exhibit 4 to the Company’s Form S-8 (Commission File No. 333-157283) and incorporated herein by reference.)
5	Opinion of Miles & Stockbridge P.C.
23.1	Consent of PKF, Certified Public Accountants, A Professional Corporation.
23.2	Consent of Miles & Stockbridge P.C. (included in Exhibit 5).
24.1	Power of Attorney (included on the signature page to this Registration Statement).

Item 9.               Undertakings

The Company hereby undertakes:

            (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)  To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Company pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefits plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greenwich, State of Connecticut, on March 31, 2010.

URSTADT BIDDLE PROPERTIES INC.

By:           /s/ Charles J. Urstadt                                                      

Charles J. Urstadt

Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles J. Urstadt and Willing L. Biddle his or her true and lawful attorney-in-fact and agent, with power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary and requisite to be done, as fully and to all the intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Charles J. Urstadt Charles J. Urstadt	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	March 31, 2010
/s/ Willing L. Biddle Willing L. Biddle	President, Chief Operating Officer and Director	March 31, 2010
/s/ John T. Hayes John T. Hayes	Senior Vice President & Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 31, 2010

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/s/ Kevin J. Bannon Kevin J. Bannon	Director	March 31, 2010
/s/ E. Virgil Conway E. Virgil Conway	Director	March 31, 2010
/s/ Robert R. Douglass Robert R. Douglass	Director	March 31, 2010
/s/ Peter Herrick Peter Herrick	Director	March 31, 2010
/s/ George H.C. Lawrence George H. C. Lawrence	Director	March 31, 2010
/s/ Robert J. Mueller Robert J. Mueller	Director	March 31, 2010
/s/ Charles D. Urstadt Charles D. Urstadt	Director	March 31, 2010
/s/ George J. Vojta George J. Vojta	Director	March 31, 2010

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EXHIBIT INDEX

Exhibit Number	Description of Document
4	Urstadt Biddle Properties Inc. Amended and Restated Restricted Stock Award Plan.  (Amended as of March 9, 2010.)
5	Opinion of Miles & Stockbridge P.C.
23.1	Consent of PKF, Certified Public Accountants, A Professional Corporation.
23.2	Consent of Miles & Stockbridge P.C. (included in Exhibit 5).
24.1	Power of Attorney (included on the signature page to this Registration Statement).

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EX-4

EXHIBIT 4

URSTADT BIDDLE PROPERTIES INC.

AMENDED AND RESTATED RESTRICTED STOCK AWARD PLAN

(Amended as of March 9, 2010)

1.     Purposes

This Amended and Restated Restricted Stock Award Plan (the “Plan”) amends and restates the Urstadt Biddle Properties Inc. Amended and Restated Restricted Stock Award Plan dated December 9, 1999 (the “First Amended Plan”) which amended the Urstadt Biddle Properties Inc. Restricted Stock Award Plan, dated March 12, 1997 (the “Original Plan”).  The purposes of the Plan are to promote the long-term growth of Urstadt Biddle Properties Inc. (the “Company”) by attracting, retaining and motivating executive management and non-employee directors possessing outstanding ability and to further the identity of Participants’ interest with those of the shareholders of the Company through stock ownership opportunities.

2.     Definitions

The following terms shall have the following meanings:

·   “Award” means an award of Restricted Stock granted under the provisions of the Plan.

·   “Board” means the Board of Directors of Urstadt Biddle Properties Inc.

·   “Class A Common Stock” means the Class A Common Stock, par value $.01 per share, of the Company.

·   “Committee” means the Compensation Committee of the Board of Directors appointed to administer the Plan.

·   “Common Stock” means the Common Stock, par value $.01 per share, of the Company.

·   “Company” means Urstadt Biddle Properties Inc.

·   “Disability” means total and permanent disability.

·   “Participant” means an employee or non-employee Director of the Company who is selected by the Committee to participate in the Plan.

·   “Restricted Period” means the period of time during which an Award to Participant(s) remains subject to the Restrictions imposed on the Shares as determined by the Committee.

·   “Restrictions” mean the restrictions and conditions imposed on an Award as determined by the Committee, which must be satisfied in order for a Participant to become vested in an Award.

·   “Restricted Stock” means an award of Shares on which is imposed a Restriction Period.

·   “Restricted Stock Award Date” means the date on which the Committee awarded Restricted Stock to a Participant.

·   “Retirement” means, with respect to employee Participants, termination from active employment with the Company at any time after attaining the age of sixty-five (65) years and, with respect to non-employee Director Participants, expiration of the term of service on the Board by reason of the Participant’s failure to be elected to the Board pursuant to a regular election or his or her decision not to stand for re-election to the Board.

·   “Share” means a share of Common Stock or Class A Common Stock, as determined by the Committee.

3.     Effective Date Of The Plan

The effective date of the Original Plan was March 12, 1997, and the effective date of the First Amended Plan was December 9, 1999; provided, however, that the provisions of Section 5 of the First Amended Plan which increased the number of Shares which may be issued or transferred under the Plan from the number of Shares which may be issued or transferred under the Original Plan became effective on March 15, 2000. The Plan was further amended to increase the number of shares issuable under the Plan on March 10, 2004 and subsequently on March 9, 2010.

4.     Administration Of The Plan

The Plan shall be administered by the Compensation Committee of the Board, comprised of persons who are “Non-Employee Directors” as defined in Rule 16b-3 of the Securities and Exchange Commission.  If no such Committee shall be in office, the Plan shall be administered by the Board.

The Committee shall have complete and discretionary authority to (a) select Participants, (b) determine the Award to be granted to a selected Participant, (c) determine the time or times when Awards will be granted, (d) determine the time or times and the conditions subject to which Awards may become vested or Restrictions will lapse, (e) interpret and construe the Plan and the rights of a Participant to an Award and make determinations, subject to the provisions of the Plan, in the best interests of the Company and its shareholders.

The Committee may delegate nondiscretionary administrative duties under the Plan to one or more agents (e.g., attorneys, consultants, etc.) or officers as it deems necessary and advisable at the expense of the Company.

Any power which may be exercised by the Committee may also be exercised by the Board.  No member of the Committee or the Board shall be personally liable for any action taken or determination made in good faith with respect to the Plan or its administration.  All decisions made by the Committee as administrators of the Plan shall be conclusive and binding upon all persons and the Company.

5.     Shares Subject To Plan

The maximum number of shares of Restricted Stock which may be issued or transferred under the Plan is 2,650,000, of which 350,000 shares shall be Common Stock, 350,000 shares shall be Class A Common Stock and 1,950,000 shares, at the discretion of the Committee, shall be any combination of Common Stock or Class A Common Stock.  Any shares of Restricted Stock which have been awarded, but are later forfeited to the Company, will again be available for Awards under the Plan.

The Stock which may be issued or transferred under the Plan may be authorized but unissued Shares or Shares acquired by the Company and held in its Treasury as determined by the Committee.

6.     Grant Of Restricted Stock Awards

The Committee shall from time to time, in its discretion, (i) select Participants from (a) management personnel who have significant responsibility for the growth and profitability of the Company and (b) non-employee Directors of the Company, including members of the Committee, (ii) determine the number and class of Shares to be granted by each Award and (iii) establish the applicable terms of each such Award.  An Award granted to a non-employee Director of the Company shall be held by such non-employee Director for a period of at least six (6) months following the date of grant.

7.     Award Agreement

Each Restricted Stock Award shall be evidenced by a written agreement, executed by the Participant and the Company, which shall contain the terms and conditions established by the Committee.

8.     Terms Of Restricted Stock Awards

Subject to the provisions of the Plan, the Committee shall determine:

·   The terms and conditions of the Award Agreement, including whether an Award shall consist of Common Stock, Class A Common Stock, or both;

·   The Restricted Period of the Award; and

·   The Restrictions applicable to an Award, including, but not limited to employment status and director tenure rules governing forfeitures and limitations on the sale, assignment, pledge or other encumbrances during the Restricted Period.

The Committee may, in its discretion, determine that the issuance of stock certificates representing the Restricted Stock Awards be held in custody by the Company until the Restrictions lapse.

The Participant may, in the discretion of the Committee, receive any dividends, taxable at that time as ordinary income, and other distributions paid with respect to any Award(s), as declared and paid to shareholders during the Restricted Periods.

Upon the lapse of Restrictions, the value of the Restricted Stock will be taxable as ordinary income.  At the Committee’s discretion, an arrangement may be made by the Company to assist the Participant in meeting the withholding taxes required by federal, state and local authorities.

9.     Termination Of Employment During Restricted Period

In the event that during the term of the Restricted Period a Participant’s status as an employee or non-employee Director of the Company terminates:

·   for any reason other than death, Disability or Retirement, such Participant shall forfeit any and all Restricted Stock Awards whose Restrictions have not lapsed; or,

·   by reason of death or Disability, the Restrictions on any and all Awards shall lapse on the date of such termination; or,

·   by reason of Retirement, all Awards continue to vest as if Retirement had not occurred until such time as the Restrictions lapse; provided, however, that if any such retired Participant, prior to the completion of any or all Restricted Periods, accepts employment or provides services to any organization other than the Company that is engaged primarily in the ownership and/or management or brokerage of shopping centers in The New York – Northern New Jersey – Long Island, NY-NJ-CT-PA, Metropolitan Statistical Area as defined by the Bureau of Labor Statistics, the Participant will forfeit any and all Restricted Stock Awards whose Restrictions have not lapsed.

10.     Change-Of-Control

The Committee shall have the authority to accelerate the time at which the Restrictions will lapse or to remove any such restriction upon the occurrence of a “change-of-control” as defined by any one of the following events:

(a) any Person who becomes the owner of 10% or more of the Company’s total combined voting power of the total amount of outstanding Shares and, thereafter, individuals who were not Directors of the Company prior to the date such Person became such a 10% owner are elected as Directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the Directors; or

(b) there occurs a change-of-control of the Company of a nature that would be required to be reported in response to Item 5.01 of Form 8-K pursuant to Section 13 or 15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), or in any other filing by the Company with the Securities and Exchange Commission (the “Commission”); or

(c) there occurs any solicitation of proxies by or on behalf of any Person other than the Directors of the Company and thereafter individuals who were not Directors prior to the commencement of such solicitation are elected as Directors pursuant to an arrangement or understanding with, or upon the request of or nomination by, such Person and constitute at least two of the Directors; or

(d) the Company executes an agreement of acquisition, merger or consolidation which contemplates that:

(i) after the effective date provided for in the agreement, all or substantially all of the business and/or assets of the Company shall be owned, leased or otherwise controlled by another corporation or other entity; and

(ii) individuals who are Directors of the Company when such agreement is executed shall not constitute a majority of the Directors or board of directors of the survivor or successor entity immediately after the effective date provided for in such agreement; provided, however, for purposes of this paragraph (d), that if such agreement requires as a condition precedent approval by the Company’s shareholders of the agreement or transaction, a Change-of-Control shall not be deemed to have taken place unless and until such approval is secured.

11.     Compliance With Securities And Exchange Commission Requirements

No certificate for Shares distributed under the terms of the Plan shall be executed and delivered to the Participant until the Company shall have taken any action then required to comply with the provisions of the Securities Act of 1933, as amended, the Exchange Act or any other applicable laws and requirements.

12.     Amendment And Termination

The Committee and/or Board may, at any time or from time to time, modify or amend the Plan in any respect, except that without shareholder approval (subject to Section 13 hereof), the Committee and/or Board may not increase the maximum number of shares of Restricted Stock which may be Awarded under this Plan.  Any modification, amendment or termination of the Plan shall not, without the consent of a Participant, affect his/her rights under an Award previously granted to a Participant.

13.     Adjustments.

If the Company subdivides its outstanding Shares into a greater number of Shares (by stock dividend, stock split, reclassification or otherwise) or combines its outstanding Shares into a smaller number of Shares (by reverse stock split, reclassification or otherwise), or if the Committee determines that any stock dividend, extraordinary cash dividend, reclassification, recapitalization, reorganization, merger, business combination, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Shares, or other similar corporate event affects the Shares such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in its sole discretion and in such manner as the Committee may deem equitable and appropriate, make such adjustments to any or all of (i) the number and class of Shares which thereafter may be awarded under the Plan, and (ii) the number and class of Shares subject to outstanding Awards, provided, however, that the number of Shares subject to any Award shall always be a whole number.  The Committee may, if deemed appropriate, provide for a cash payment to any Participant in connection with any adjustment made pursuant to this Section 13.

EX-5

EXHIBIT 5

[MILES & STOCKBRIDGE LETTERHEAD]

March 31, 2010

Urstadt Biddle Properties Inc.

321 Railroad Avenue

Greenwich, Connecticut  06830

Re:           Registration Statement on Form S-8

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 “Securities Act”), of 300,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), and 300,000 shares of the Company’s Class A common stock, $0.01 par value per share (the “Class A Common Stock”), all of which may be issued from time to time under the Urstadt Biddle Properties Inc. Amended and Restated Restricted Stock Award Plan, amended as of March 9, 2010 (the “Plan”), pursuant to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed today with the Securities and Exchange Commission.

We have examined the Registration Statement and such corporate records, certificates and documents as we deemed necessary for the purpose of this opinion.  We have relied as to certain factual matters on information obtained from public officials and officers of the Company.  Based on that examination, it is our opinion that the shares of the Common Stock and the Class A Common Stock being registered pursuant to the Registration Statement (the “Shares”), when issued in accordance with the terms and conditions of the Plan, will be legally issued, fully paid and non-assessable.

In giving our opinion, we are assuming that, at the time of issuance of the Shares, the Company will have a sufficient number of authorized but unissued shares of its stock for the issuance.  We are also assuming that (i) the issuance of the Shares will not conflict with or violate any provisions of the charter of the Company relating to the Company’s qualifications as a real estate investment trust under the Internal Revenue Code of 1986, as amended, (ii) the granting of awards and corresponding issuance of the Shares will be authorized by the Compensation Committee of the board of directors of the Company pursuant to and in accordance with the terms of the Plan, and (iii) the Restricted Period (as defined in the Plan) imposed with respect to any of the Shares will have ended and any restrictions and conditions imposed with respect thereto under the Plan will have been satisfied.

Urstadt Biddle Properties Inc.

March 31, 2010

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We express no opinion with respect to the laws of, or the effect or applicability of the laws of, any jurisdiction other than, and our opinion expressed herein is limited to, the laws of the State of Maryland.  The opinion expressed herein is limited to the matters expressly set forth in this letter and no other opinion should be inferred beyond the matters expressly stated.

We hereby consent to the filing of this opinion with the Registration Statement as Exhibit 5 thereto.  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 Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

Miles & Stockbridge P.C.

By:  /s/ J.W. Thompson Webb

        Principal

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated January 12, 2010 relating to the consolidated financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which reports appear in the Urstadt Biddle Properties Inc. Annual Report on Form 10-K for the year ended October 31, 2009.

/s/ PKF

Certified Public Accountants

A Professional Corporation

New York, New York

March 30, 2010