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: June 22, 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

First Real Estate Investment Trust of New Jersey ("FREIT") through its 75% owned
subsidiary, SAndA Commercial Associates LP ("SAndA"),  completed the sale of the
Olney Town Center  ("OTC") in Olney,  Maryland on June 22, 2004. The sales price
for the property was approximately $28.2 million. SAndA will utilize part of the
selling  price to repay the  approximate  $11 million  first mortage on OTC. The
property was acquired in April 2000 for approximately $15.5 million.  SandA will
recognize a gain of approximately $13 million from the sale.

SAndA has structured the sale of OTC and the purchase of The Pierre (acquisition
completed  April 16, 2004) in a manor that  qualifies as a like kind exchange of
real estate  pursuant to Section 1031 or the Internal  Revenue  Code.  This will
result in a deferral for income tax purposes of the gain from 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: June 24, 2004