S-8

As filed with the Securities and Exchange Commission on May 7, 2007

Registration No. ________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

(Exact name of registrant as specified in its charter)

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

505 Main Street, P.O. Box 667

Hackensack, New Jersey  07602

(Address, including Zip Code, of Registrant’s Principal Executive Offices)

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY EQUITY INCENTIVE PLAN

(Full Title of the Plan)

Robert S. Hekemian

Chairman of the Board and Chief Executive Officer

First Real Estate Investment Trust of New Jersey

505 Main Street, P.O. Box 667

Hackensack, New Jersey  07602

(201) 488-6400

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

John A. Aiello, Esq.

Giordano, Halleran & Ciesla

A Professional Corporation

P.O. Box 190

125 Half Mile Road

Middletown, New Jersey 07748

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (2)	Proposed maximum offering price per share (3)	Proposed maximum aggregate offering price (3)	Amount of registration fee
Shares of Beneficial Interest, without par value (1)	300,000	$      25.00	$7,500,000	$230.25
Options to purchase Shares of Beneficial Interest (1)	300,000	----	----	----
TOTAL REGISTRATION FEE				$230.25

(1) Under the First Real Estate Investment Trust of New Jersey Equity Incentive Plan, as amended (the “Equity Incentive Plan”).

(2) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers such additional indeterminate numbers of shares as may become issuable pursuant to anti-dilution provisions of the Equity Incentive Plan and to adjust for the occurrence of certain corporate transactions or events, including, without limitation, a stock split or stock dividend.

(3) Estimated solely for the purpose of calculation of the registration fee, the proposed maximum offering price per share and the proposed maximum aggregate offering price with respect to the common stock of the Registrant being registered hereunder are based upon, pursuant to Rule 457(h) of the Securities Act, the average of the bid and asked price of the Registrant’s common stock as reported on the NASDAQ Over-the-Counter Bulletin Board on May 1, 2007.

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INTRODUCTORY STATEMENT

This registration statement on Form S-8 relates to 300,000 additional shares of beneficial interest, without par value, of the registrant, now eligible for issuance under the First Real Estate Investment Trust of New Jersey Equity Incentive Plan, as amended (the “Equity Incentive Plan”).  The Equity Incentive Plan was previously reported in a registration statement on Form S-8 (File No. 333-79555) filed with the Securities and Exchange Commission on May 28, 1999.

In accordance with the provisions of General Instruction E of Form S-8, the registrant hereby incorporates by reference the contents of the registrant’s currently effective registration statement on Form S-8 (File No. 333-79555), filed with the Securities and Exchange Commission on May 28, 1999.

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PART I.

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Items 1 and 2.

The documents containing the information about the First Real Estate Investment Trust Equity Incentive Plan, as amended (the “Equity Incentive Plan”) required by Part I of Form S-8 have been or will be sent or given to the participants as specified by Rule 428(b)(1) of Regulation C under the Securities Act of 1933, as amended (the “Securities Act”), and such documents taken together with the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8 shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Certain information included in the Section 10(a) Prospectus and other filings of First Real Estate Investment Trust of New Jersey (the “Registrant”) under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), contains or may contain forward looking information that is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement as of their respective dates:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2006, as filed with the Commission on January 31, 2007.

(b) All other reports filed by the Registrant with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, since October 31, 2006, including, without limitation, the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended January 31, 2007, as filed with the Commission on March 12, 2007, Current Report on Form 8-K, as filed with the Commission on March 16, 2007 and Current Report on Form 8-K, as filed with the Commission on April 30, 2007.

(c) The description of the Registrant’s shares of beneficial interest, without par value, contained in the Registrant’s Registration Statement on Form 8-A, as filed with the Commission on November 6, 1998.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective

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amendment which indicates that all of the securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from the date of the filing of such documents.

Any statement contained in this Registration Statement or in a document incorporated by reference herein, shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.        Description of Securities.

The Registrant’s shares of beneficial interest, without par value, are registered pursuant to Section 12(g) of the Exchange Act.

Item 5.        Interest of Named Experts and Counsel.

Not applicable.

Item 6.        Indemnification of Trustees and Officers.

The following summary describes the relevant terms of the Registrant’s Amended and Restated Declaration of Trust (the “Declaration of Trust”) which provides for the limitation of liability with respect to and indemnification of an agent of the Registrant, including, without limitation, any person who is or was a Trustee, officer or employee of the Registrant.

Pursuant to Section 7.3 of Article VII of the Registrant’s Declaration of Trust, no Trustee, officer or agent of the Registrant shall be liable on account of his own acts, neglects, and defaults (including without limitation the failure to compel in any way any former or acting Trustee to redress any breach of trust) to the Registrant or to any shareholder, Trustee, officer or agent thereof except for such of his own acts, neglects, and defaults as constitute a willful breach of trust knowingly and intentionally committed in bad faith.

Pursuant to Section 7.4 of Article VII of the Declaration of Trust, the Registrant shall indemnify each of its Trustees, officers, employees and agents (including any person who serves at its written request as a director, officer, partner, trustee or the like of another organization in which it has any interest as a shareholder, creditor or otherwise) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him or in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened while acting as Trustee or as an officer, employee or agent of the Registrant or the Board of Trustees, as the case may be, or thereafter, by reason of his being or having been such a Trustee, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated to have acted in bad faith or with willful misconduct or reckless disregard of his duties or gross negligence or not to have acted in good faith in the reasonable belief that his action was in the best interests of the Registrant.

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As to any matter disposed of by a compromise payment by such Trustee, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Registrant by a majority of the disinterested Trustees or the Registrant shall have received a written opinion of independent legal counsel to the effect that such Trustee, officer, employee or agent appears to have acted in good faith in the reasonable belief that his action was in the best interests of the Registrant.

No Trustee, officer, employee or agent may satisfy any right of indemnity or reimbursement granted to him under the Declaration of Trust or to which he may be otherwise entitled except out of the Registrant’s property; and no shareholder shall be personally liable to any person with respect to any claim for indemnity or reimbursement or otherwise.

The Board of Trustees may make advance payments in connection with indemnification under the Declaration of Trust, provided that the indemnified Trustee, officer, employee or agent shall have given a written undertaking to reimburse the Registrant in the event it is subsequently determined that he is not entitled to such indemnification.

The Registrant also maintains a liability insurance policy providing coverage for the Trustees and officers of the Registrant, in an amount up to $3,000,000 for any single event, against any liability asserted against or incurred by such Trustee or officer, in any such capacity or arising from his status as such, whether or not the Registrant would have the power to indemnify the person against such liability under the Declaration of Trust.

Item 7.        Exemption from Registration Claimed.

Not applicable.

Item 8.        Exhibits.

Exhibit Number	Description
3.1	Amended and Restated Declaration of Trust of the Registrant, dated November 7, 1983, as amended, incorporated by reference to Exhibit No. 1 to the Registrant’s Registration Statement on Form 8-A, filed with the Commission on November 6, 1998.
5.1	Opinion and Consent of Giordano, Halleran & Ciesla, a Professional Corporation.
23.1	Consent of Eisner LLP.
23.2	Consent of J.H. Cohn LLP.
23.3	Consent of Giordano, Halleran & Ciesla, a Professional Corporation (filed with Exhibit 5.1).
24.1	Power of Attorney (filed with signature page to this Registration Statement).

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Item 9.        Undertakings.

The Registrant hereby undertakes:

(a)           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 such prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that (i) and (ii) herein do not apply if the information required to be included in a post-effective amendment by such provisions is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(b)           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.

(c)           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.

(d)           That, for purpose of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the 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.

(e)           That, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of 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 of 1933, the Registrant 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 Hackensack, State of New Jersey, on the 30th day of April, 2007.

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
(Registrant)
By:	/s/ Robert S. Hekemian
	Robert S. Hekemian
	Chairman of the Board and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert S. Hekemian and Donald W. Barney and each of them his true and lawful attorneys-in-fact and agents for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Robert S. Hekemian	Chairman of the Board,	April 30, 2007
Robert S. Hekemian	Chief Executive Officer and Trustee (Principal Executive Officer)
/s/ Donald W. Barney	President, Treasurer, Chief Financial	April 30, 2007
Donald W. Barney	Officer and Trustee
/s/ Herbert C. Klein,	Trustee	April 30, 2007
Herbert C. Klein, Esq.
/s/ Ronald J. Artinian	Trustee	April 30, 2007
Ronald J. Artinian
/s/ Alan L. Aufzien	Trustee	April 30, 2007
Alan L. Aufzien

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended and Restated Declaration of Trust of the Registrant, dated November 7, 1983, as amended, incorporated by reference to Exhibit No. 1 to the Registrant’s Registration Statement on Form 8-A, filed with the Commission on November 6, 1998.
5.1	Opinion and Consent of Giordano, Halleran & Ciesla, a Professional Corporation.
23.1	Consent of Eisner LLP.
23.2	Consent of J.H. Cohn LLP.
23.3	Consent of Giordano, Halleran & Ciesla, a Professional Corporation (filed with Exhibit 5.1).
24.1	Power of Attorney (filed with signature page to this Registration Statement).

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EX-5.1

GIORDANO, HALLERAN & CIESLA

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

PLEASE RESPOND TO:

U.S. POSTAL SERVICE ADDRESS:

POST OFFICE BOX 190

MIDDLETOWN, NEW JERSEY 07748

OR:

HAND DELIVERY AND OVERNIGHT SERVICE ADDRESS:

125 HALF MILE ROAD

RED BANK, NEW JERSEY 07701

(732) 741-3900

FAX: (732) 224-6599

www.ghclaw.com

DIRECT DIAL NUMBER	DIRECT EMAIL	CLIENT/MATTER NO.
		EXHIBIT 5.1

May 4, 2007

First Real Estate Investment Trust of New Jersey

505 Main Street

Hackensack, New Jersey 07602

Re: Registration Statement on Form S-8 relating to the First Real Estate Investment Trust of New Jersey Equity Incentive Plan, as Amended

Ladies and Gentlemen:

We have acted as counsel to First Real Estate Investment Trust of New Jersey (the “Company”), in connection with the preparation and filing on this date by the Company with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”).  The Registration Statement is being filed with the Commission for the registration of an additional 300,000 shares of beneficial interest, no par value, of the Company (“Shares”), which have been reserved for issuance under the First Real Estate Investment Trust of New Jersey Equity Incentive Plan, as amended (the “Plan”).  This opinion letter has been included as an exhibit to the Registration Statement.

In rendering the opinion set forth below, we have examined and relied upon the originals, specimens, or photostatic or certified copies of (a) the Registration Statement, (b) the Plan, and (c) such certificates, corporate and public records, agreements and instruments  and other information and documents as we have deemed relevant and necessary as the basis for the opinion set forth below.  In such examination, we have assumed the genuineness of all signatures, the authenticity of each document, agreement and instrument submitted to us as an original, the conformity to the original of each document, agreement and instrument submitted to us as a certified copy or photostatic copy, the conformity of the text of each document filed with the Commission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System to the printed document reviewed by us, and the accuracy of the matters set forth in the

      

      

OUR TRENTON OFFICE:  441 EAST STATE STREET, TRENTON, NEW JERSEY 08608, PHONE: (609) 695-3900

    

GIORDANO, HALLERAN & CIESLA

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

First Real Estate Investment Trust of New Jersey

May 4, 2007

Page 2

documents, agreements and instruments we reviewed.  As to any facts material to such opinion that were not known to us, we have relied upon statements and representations of officers and other representatives of the Company.

In addition, we have assumed, in rendering the opinion set forth below, that any stock certificate evidencing any Shares registered under the Registration Statement, when issued under the Plan, will have been duly executed on behalf of the Company and will have been countersigned by the Company’s transfer agent and registered by the Company’s registrar prior to its issuance.

We express no opinion concerning the laws of any jurisdiction other than those of the United States of America and the laws of the State of New Jersey.

Based upon and subject to the foregoing, we are of the opinion that the Shares registered under the Registration Statement have been duly authorized, and, when issued and delivered by the Company pursuant to the Plan, and paid for in accordance with the Plan, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the General Rules and Regulations of the Commission.

Very truly yours,

/s/ Giordano, Halleran & Ciesla, a

Professional Corporation

GIORDANO, HALLERAN & CIESLA

A Professional Corporation

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of First Real Estate Investment Trust (“FREIT”) of our report dated January 10, 2007 on our audit of the consolidated financial statements of FREIT as of October 31, 2006 and for the year then ended and our report dated January 10, 2007, relating to management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of FREIT included in its Annual Report on Form 10-K for the year ended October 31, 2006.

/s/ Eisner LLP

New York, New York

May 1, 2007

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the registration statement of First Real Estate Investment Trust of New Jersey (“FREIT”) on Form S-8 of our report dated January 10, 2006, except for Note 2 as to which the date is January 30, 2007, on our audits of the consolidated financial statements of First Real Estate Investment Trust of New Jersey and Subsidiaries as of October 31, 2005 and for each of the two years in the period ended October 31, 2005 and the financial statement schedule, which report is included in the Annual Report on Form 10-K for the fiscal year ended October 31, 2006 of First Real Estate Investment Trust of New Jersey.

/s/ J.H. Cohn, LLP

J.H. COHN LLP

Roseland, New Jersey

May 1, 2007