SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                        PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                          Date of Report: April 9, 2004



                    FIRST REAL ESTATE INVESTMENT TRUST OF NEW
                    -----------------------------------------
          JERSEY (Exact name of registrant as specified in its charter)


           New Jersey                                             22-1697095
- -------------------------------                              -------------------
(State or other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)


 505 Main Street, P.O. Box 667, Hackensack, New Jersey                   07602
- ------------------------------------------------------                   -----
(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code   201-488-6400
                                                     ------------









Item 5. Other Events

Hackensack, N.J. - April 12, 2004 - First Real Estate Investment Trust ("FREIT")
announced  that on April 9, 2004, its 75% owned  subsidiary,  S and A Commercial
Associates Limited  Partnership ("S and A") entered into a contract for the sale
of the Olney Town Center ("OTC"), a shopping center owned by S and A and located
in Olney,  Maryland.  The sale  price for the  property  is $28.2  million.  The
property  was  acquired  in April  2000 for  approximately  $15.5  million.  The
contract  provides  that the purchaser  will have a 14-day due diligence  period
ending on April 23, 2004 in which to further  examine and evaluate the property.
If the  purchaser  elects to  proceed  with the  purchase  at the end of the due
diligence  period and other  conditions  to closing are  satisfied,  the sale is
expected to close on or about June 15, 2004.

On  February  6, 2004 S And A entered  into a contract  to  purchase  The Pierre
apartments. The Pierre is a 269-unit luxury high-rise apartment building located
in Hackensack,  N.J. The contract to purchase The Pierre is expected to close on
April 15, 2004. The contract  purchase price of The Pierre is approximately  $44
million. This amount, together with estimated transaction costs of approximately
$2  million,  will  result in total  acquisition  costs of  approximately  $46.0
million.  The  acquisition  costs will be financed in part by a mortgage loan in
the approximate amount of $29.6 million and the balance in cash.

If the sale of OTC is  completed,  S and A intends to structure  the sale of OTC
and the  purchase  of The Pierre in a manor  that  would  qualify as a like kind
exchange of real estate  pursuant to Section 1031 of the Internal  Revenue Code,
and result in a deferral of the realization of gain on the sale of OTC.




Disclosure Concerning Forward-Looking Statements
- ------------------------------------------------
Certain  Statements  in this  Form  8-K may  contain  information  that  is,  or
anticipate  certain  events  that are,  forward-looking  within  the  meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  The Registrant  cautions  readers
that forward-looking statements,  including,  without limitation, those relating
to the  Registrant's  liquidity  and capital  resources,  are subject to certain
risks and  uncertainties.  Actual  results  may  differ  materially  from  those
described in the forward-looking statements and will be affected by a variety of
risks  and  factors,  including  without  limitation,  the  Registrant's  future
financial performance;  the availability of capital;  general market conditions;
national and local economic conditions;  particularly  long-term interest rates;
the terms of federal,  state and local governmental  regulations that affect the
Registrant;  and the competitive  environment in which the Registrant  operates,
including the  availability of retail space and  residential  apartment units in
the areas where the  Registrant's  properties  are  located.  In  addition,  the
Registrant's continued  qualification as a real estate investment trust involves
the  application of highly  technical and complex rules of the Internal  Revenue
Code.  The  forward-looking  statements are made as of the date of this Form 8-K
and  the  Registrant  assumes  no  obligation  to  update  the   forward-looking
statements  or to update the  reasons  actual  results  could  differ from those
projected in such forward-looking statements.
















                                   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 hereto duly authorized.

                                              FIRST REAL ESTATE INVESTMENT TRUST
                                                                   OF NEW JERSEY

                                              By:  /s/ Robert S. Hekemian
                                                --------------------------------
                                                     Robert S. Hekemian
                                                     Chairman of the Board


DATED: April 12, 2002