10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended April 30, 2007

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from __________________ to ____________________

Commission File No. 2-27018

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 incorporation or organization)	(I.R.S. Employer Identification No.)
505 Main Street, Hackensack, New Jersey	07601
(Address of principal executive offices)	(Zip Code)

201-488-6400

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o Accelerated Filer x Non-Accelerated Filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

As of June 11, 2007, the number of shares of beneficial interest outstanding was 6,755,652.

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

INDEX

				Page
	Item 1:	Unaudited Condensed Consolidated Financial Statements
		a.)	Consolidated Balance Sheets as at April 30, 2007 and October 31, 2006;	3
		b.)	Consolidated Statements of Income, Comprehensive Income and Undistributed Earnings for the Six and Three Months Ended April 30, 2007 and 2006;	4
		c.)	Consolidated Statements of Cash Flows for the Six Months Ended April 30, 2007 and 2006;	5
		d.)	Notes to Condensed Consolidated Financial Statements.	6
	Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations		8
	Item 3:	Quantitative and Qualitative Disclosures About Market Risk		17
	Item 4:	Controls and Procedures		17
Part II: Other Information
	Item 4:	Submission of Matters to a Vote of Security Holders		17
	Item 6:	Exhibits		18
	Signatures			19

Part I:  Financial Information

Item 1:  Unaudited Condensed Consolidated Financial Statements

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
	April 30,			October 31,
	2007			2006
	(In Thousands of Dollars)
ASSETS
Real estate, at cost, net of accumulated depreciation	$	204,220		$	204,313
Construction in progress		3,245			2,995
Cash and cash equivalents		13,978			9,616
Tenants' security accounts		2,212			2,161
Sundry receivables		3,681			3,320
Secured loans receivable		3,109			3,109
Prepaid expenses and other assets		2,641			4,201
Acquired over market leases and in-place lease costs		1,249			1,395
Deferred charges, net		3,543			3,589
Interest rate swap contract		58			87
Totals	$	237,936		$	234,786
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Mortgages payable	$	190,516		$	180,679
Accounts payable and accrued expenses		3,238			6,097
Dividends payable		2,027			3,375
Tenants' security deposits		2,914			2,823
Acquired below market value leases and deferred revenue		3,420			3,945
Total liabilities		202,115			196,919
Minority interest		12,916			12,895
Commitments and contingencies
Shareholders' equity:
Shares of beneficial interest without par value:
8,000,000 shares authorized;
6,755,652 and 6,750,652 shares issued and outstanding		23,187			23,150
(Distributions in excess of earnings) Undistributed earnings		(340	)		1,735
Accumulated other comprehensive income		58			87
Total shareholders' equity		22,905			24,972
Totals	$	237,936		$	234,786
See Notes to Condensed Consolidated Financial Statements.

Page 3

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME, COMPREHENSIVE INCOME
AND UNDISTRIBUTED EARNINGS
SIX AND THREE MONTHS ENDED APRIL 30, 2007 AND 2006
(Unaudited)
	Six Months Ended						Three Months Ended
	April 30,						April 30,
	2007			2006			2007			2006
	(In Thousands of Dollars, Except Per Share Amounts)
Revenue:				Restated						Restated
Rental income	$	17,705		$	16,242		$	8,881		$	8,108
Reimbursements		2,373			2,421			1,089			1,079
Sundry income		184			106			78			48
Totals		20,262			18,769			10,048			9,235
Expenses:
Operating expenses		5,599			4,990			2,661			2,423
Management fees		880			829			440			413
Real estate taxes		2,880			2,719			1,440			1,350
Depreciation		2,655			2,267			1,349			1,137
Totals		12,014			10,805			5,890			5,323
Operating income		8,248			7,964			4,158			3,912
Investment income		225			113			138			65
Interest expense including amortization
of deferred financing costs		(6,088	)		(5,507	)		(3,045	)		(2,772	)
Minority interest		(258	)		(157	)		(120	)		(80	)
Distribution to certain minority interests		(150	)		(90	)		-			(90	)
Net income	$	1,977		$	2,323		$	1,131		$	1,035
Earnings per share:
Basic	$	0.29		$	0.36		$	0.17		$	0.16
Diluted		0.29			0.34			0.16			0.15
Weighted average shares outstanding:
Basic		6,751			6,522			6,751			6,542
Diluted		6,916			6,753			6,915			6,889
COMPREHENSIVE INCOME
Net income	$	1,977		$	2,323		$	1,131		$	1,035
Other comprehensive income (loss):
Unrealized gain (loss) on interest
rate swap contract		(29	)		28			(22	)		23
Comprehensive income	$	1,948		$	2,351		$	1,109		$	1,058
(DISTRIBUTIONS IN EXCESS OF EARNINGS) UNDISTRIBUTED EARNINGS
Balance, beginning of period	$	1,735		$	4,890		$	556		$	4,515
Net income		1,977			2,323			1,131			1,035
Less dividends declared		(4,052	)		(3,299	)		(2,027	)		(1,636	)
Balance, end of period	$	(340	)	$	3,914		$	(340	)	$	3,914
Dividends declared per share	$	0.60		$	0.50		$	0.30		$	0.25
See Notes to Condensed Consolidated Financial Statements.

Page 4

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED APRIL 30, 2007 AND 2006
(Unaudited)
	Six Months Ended
	April 30,
	2007			2006
	(In Thousands of Dollars)
				Restated
Operating activities:
Net income	$	1,977		$	2,323
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation		2,655			2,267
Amortization		360			217
Net amortization of acquired leases		(151	)		(202	)
Deferred revenue		(298	)		(177	)
Minority interest		408			247
Changes in operating assets and liabilities:
Tenants' security accounts		(51	)		(96	)
Sundry receivables, prepaid expenses and other assets		914			(131	)
Accounts payable, accrued expenses and other liabilities		(448	)		(581	)
Tenants' security deposits		91			111
Net cash provided by operating activities		5,457			3,978
Investing activities:
Capital improvements - existing properties		(1,464	)		(1,171	)
Construction and pre development costs		(3,718	)		(7,704	)
Net cash used in investing activities		(5,182	)		(8,875	)
Financing activities:
Repayment of mortgages		(18,494	)		(976	)
Proceeds from mortgages		28,331			9,550
Proceeds from exercise of stock options		37			469
Dividends paid		(5,400	)		(4,579	)
Distribution to minority interest		(387	)		(360	)
Net cash provided by financing activities		4,087			4,104
Net increase (decrease) in cash and cash equivalents		4,362			(793	)
Cash and cash equivalents, beginning of period		9,616			5,672
Cash and cash equivalents, end of period	$	13,978		$	4,879
Supplemental disclosure of cash flow data:
Interest paid, including capitalized construction period interest
of $155 in fiscal 2006.	$	5,956		$	5,533
Income taxes paid	$	18		$	10
Supplemental schedule of non cash financing activities:
Accrued capital expenditures, construction costs and pre-development costs	$	34		$	-
Dividends declared but not paid	$	2,027		$	1,636
See Notes to Condensed Consolidated Financial Statements.

Page 5

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Basis of presentation:

The accompanying condensed consolidated financial statements have been prepared without audit, in accordance with accounting principles generally accepted in the United States of America for interim financial statements and pursuant to the rules of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnotes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements have been omitted. It is the opinion of management that all adjustments considered necessary for a fair presentation have been included, and that all such adjustments are of a normal recurring nature.

The consolidated results of operations for the six and three months ended April 30, 2007 are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended October 31, 2006 of First Real Estate Investment Trust of New Jersey (“FREIT”).

Reclassification:

Certain amounts in the 2006 financial statements have been reclassified to conform to the current presentation.

Restatement:

FREIT has restated its prior year’s financial statements in order to properly reflect the Westwood Hills minority members’ share of the Westwood Hills capital deficit. This deficit resulted from distributions to the minority members, including proceeds received on refinancing the mortgage on the residential building owned by Westwood Hills. Although there is no economic effect or cost to FREIT, under GAAP FREIT cannot record a negative minority interest in consolidated financial statements if the minority members have no obligation to restore their negative capital accounts. Accordingly, FREIT’s 2006 quarterly financial statements, as reported herein, have been restated by reducing undistributed earnings and increasing minority interest as of October 31, 2005 by $2,458,000. In addition, net income for the current six and three month periods ended April 30, 2007, has been decreased by $40,000, from amounts previously reported. (See Note 2 in FREIT’s Annual Report on Form 10-K for the year ended October 31, 2006 for additional information.)

Note 2 - Earnings per share:

FREIT has presented "basic" and "diluted" earnings per share in the accompanying condensed consolidated statements of income in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings per Share” ("SFAS 128"). Basic earnings per share is calculated by dividing net income by the weighted average number of shares outstanding during each period. The calculation of diluted earnings per share is similar to that of basic earnings per share, except that the denominator is increased to include the number of additional shares that would have been outstanding if all potentially dilutive shares, such as those issuable upon the exercise of stock options and warrants, were issued during the period.

In computing diluted earnings per share for each of the six and three month periods ended April 30, 2007 and 2006, the assumed exercise of all of FREIT’s outstanding stock options, adjusted for application of the treasury stock method, would have increased the weighted average number of shares outstanding as shown in the table below.

	Six Months Ended				Three Months Ended
	April 30,				April 30,
	2007		2006		2007		2006
Basic weighted average shares outstanding		6,750,873		6,521,985		6,751,101		6,542,402
Shares arising from assumed exercise of stock options		165,091		231,151		164,016		346,726
Dilutive weighted average shares outstanding		6,915,964		6,753,136		6,915,117		6,889,128

Basic and diluted earnings per share, based on the weighted average number of shares outstanding during each period, are comprised of ordinary income.

Note 3 - Equity incentive plan:

On September 10, 1998, the Board of Trustees approved FREIT’s Equity Incentive Plan (the "Plan") which was ratified by FREIT's shareholders on April 7, 1999, whereby up to 920,000 of FREIT's shares of beneficial interest may be granted to key personnel in the form of stock options, restricted share awards and other share-based awards.

Upon ratification of the Plan on April 7, 1999, FREIT issued 754,000 stock options (adjusted for stock splits), which it had previously granted to key personnel on September 10, 1998. The fair value of the options on the date of grant was $7.50 per share. At April 30, 2007, options for 237,500 shares remain outstanding and are exercisable through September 2008.

On April 4, 2007, FREIT shareholders approved amendments to FREIT’s Equity Incentive Plan as follows: (a) reserving an additional 300,000 shares for issuance under the Plan; and (b) extending the term of the Plan until September 10, 2018.

Page 6

Note 4 - Segment information:

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information”, established standards for reporting financial information about operating segments in interim and annual financial reports and provides for a "management approach" in identifying the reportable segments.

FREIT has determined that it has two reportable segments: commercial properties and residential properties. These reportable segments offer different types of space, have different types of tenants, and are managed separately because each requires different operating strategies and management expertise. The commercial segment contains nine (9) separate properties and the residential segment contains ten (10) properties. The accounting policies of the segments are the same as those described in Note 1 in FREIT’s Annual Report on Form 10-K for the year ended October 31, 2006.

The chief operating and decision-making group of FREIT's commercial segment, residential segment and corporate/other is comprised of FREIT’s Board of Trustees.

FREIT assesses and measures segment operating results based on net operating income ("NOI"). NOI, a standard used by real estate professionals, is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes deferred rents (straight lining), lease amortization, depreciation, and financing costs. NOI is not a measure of operating results or cash flows from operating activities as measured by accounting principles generally accepted in the United States of America, and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.

Real estate rental revenue, operating expenses, NOI and recurring capital improvements for the reportable segments are summarized below and reconciled to consolidated net income for the six and three month periods ended April 30, 2007 and 2006. Asset information is not reported since FREIT does not use this measure to assess performance.

	Six Months Ended						Three Months Ended
	April 30,						April 30,
	2007				2006*		2007				2006*
	(In Thousands of Dollars)
Real estate rental revenue:
Commercial	$	10,735		$	10,500		$	5,272		$	5,125
Residential		9,262			7,896			4,642			3,962
Totals		19,997			18,396			9,914			9,087
Real estate operating expenses:
Commercial		4,303			4,096			2,138			2,021
Residential		4,253			3,916			1,990			1,884
Totals		8,556			8,012			4,128			3,905
Net operating income:
Commercial		6,432			6,404			3,134			3,104
Residential		5,009			3,980			2,652			2,078
Totals	$	11,441		$	10,384		$	5,786		$	5,182
Recurring capital improvements-residential	$	239		$	458		$	65		$	119
Reconciliation to consolidated net income:
Segment NOI	$	11,441		$	10,384		$	5,786		$	5,182
Deferred rents - straight lining		114			171			59			85
Amortization of acquired leases		151			202			75			63
Net investment income		225			113			138			65
Minority interest in earnings of subsidiaries		(258	)		(157	)		(120	)		(80	)
Distribution to certain minority interests		(150	)		(90	)		-			(90	)
General and administrative expenses		(803	)		(526	)		(413	)		(281	)
Depreciation		(2,655	)		(2,267	)		(1,349	)		(1,137	)
Financing costs		(6,088	)		(5,507	)		(3,045	)		(2,772	)
Net income	$	1,977		$	2,323		$	1,131		$	1,035
* Restated

Page 7

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Identifying Important Factors That Could Cause FREIT’s Actual Results to Differ

From Those Projected in Forward Looking Statements.

Readers of this discussion are advised that the discussion should be read in conjunction with the unaudited condensed consolidated financial statements of FREIT (including related notes thereto) appearing elsewhere in this Form 10-Q, and the consolidated financial statements included in FREIT’s most recently filed Form 10-K. Certain statements in this discussion may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect FREIT’s current expectations regarding future results of operations, economic performance, financial condition and achievements of FREIT, and do not relate strictly to historical or current facts. FREIT has tried, wherever possible, to identify these forward-looking statements by using words such as “believe,”  “expect,” “anticipate,” “intend, “ “plan,” “ estimate,” or words of similar meaning.

Although FREIT believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements are subject to risks and uncertainties, which may cause the actual results to differ materially from those projected.  Such factors include, but are not limited to the following: general economic and business conditions, which will, among other things, affect demand for rental space, the availability of prospective tenants, lease rents and the availability of financing; adverse changes in FREIT’s real estate markets, including, among other things, competition with other real estate owners, risks of real estate development and acquisitions; governmental actions and initiatives; and environmental/safety requirements.

OVERVIEW

FREIT is an equity real estate investment trust ("REIT") that owns a portfolio of residential apartment and commercial properties. Our revenues consist primarily of fixed rental income from our residential and commercial properties and additional rent in the form of expense reimbursements derived from our income producing commercial properties.  Our properties are primarily located in northern New Jersey and Maryland. We acquire existing properties for investment. We also acquire properties, which we feel have redevelopment potential, and make changes and capital improvements to these properties. We develop and construct properties on our vacant land. Our policy is to acquire and develop real property for long-term investment.

Almost all of FREIT’s income and cash flow is derived from the net rental income (revenues after expenses) from our properties. FREIT’s business and financial results are affected by the following fundamental factors:

· the national and regional economic climate;

· occupancy rates at the properties;

· tenant turn-over rates;

· rental rates;

· operating expenses;

· tenant improvement and leasing costs;

· cost of and availability of capital;

· new acquisitions and development projects; and

· governmental regulations.

A negative quality change in the above factors could potentially cause a detrimental effect in FREIT’s revenue, earnings and cash flow.

Page 8

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

Pursuant to the Securities and Exchange Commission ("SEC") disclosure guidance for "Critical Accounting Policies," the SEC defines Critical Accounting Policies as those that require the application of management's most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, the preparation of which takes into account estimates based on judgments and assumptions that affect certain amounts and disclosures. Accordingly, actual results could differ from these estimates. The accounting policies and estimates used, which are outlined in Note 1 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended October 31, 2006, have been applied consistently as at April 30, 2007 and October 31, 2006, and for the six and three month periods ended April 30, 2007 and 2006. We believe that the following accounting policies or estimates require the application of Management's most difficult, subjective, or complex judgments:

Revenue Recognition: Base rents, additional rents based on tenants' sales volume and reimbursement of the tenants' share of certain operating expenses are generally recognized when due from tenants. The straight-line basis is used to recognize base rents under leases if they provide for varying rents over the lease terms. Straight-line rents represent unbilled rents receivable to the extent straight-line rents exceed current rents billed in accordance with lease agreements. Before FREIT can recognize revenue, it is required to assess, among other things, its collectibility. If we incorrectly determine the collectibility of revenue, our net income and assets could be overstated.

Valuation of Long-Lived Assets: We periodically assess the carrying value of long-lived assets whenever we determine that events or changes in circumstances indicate that their carrying amount may not be recoverable. When FREIT determines that the carrying value of long-lived assets may be impaired, the measurement of any impairment is based on a projected discounted cash flow method determined by FREIT's management. While we believe that our discounted cash flow methods are reasonable, different assumptions regarding such cash flows may significantly affect the measurement of impairment.

All references to per share amounts are on a diluted basis unless otherwise indicated.

Page 9

Results of Operations:

Real Estate revenue for the six months ended April 30, 2007 (“Current Six Months”) increased 8.0% to $20,262,000 compared to $18,769,000 for the six months ended April 30, 2006 (“Prior Six Months”).  Real Estate revenue for the three months ended April 30, 2007 (“Current Quarter”) increased 8.8% to $10,048,000 compared to $9,235,000 for the three months ended April 30, 2006 (“Prior Year’s Quarter”).  The increase in real estate revenues was principally attributable to FREIT’s residential operations, primarily at The Boulders in Rockaway Township, NJ (“The Boulders”), which accounted for 5.7% and 6.2% of the increase for the six and three month periods, respectively. (See discussion below.)

Net income for the Current Six Months was $1,977,000 ($0.29 diluted) compared to $2,323,000 ($0.34 diluted) for the Prior Six Months. Net income for the Current Quarter was $1,131,000 ($0.16 diluted) compared to $1,035,000 ($0.15 diluted) for the Prior Year’s Quarter. Refer to the schedule below for a detailed analysis of the major changes that impacted revenue and net income for the six and three months ended April 30, 2007 and 2006:

NET INCOME COMPONENTS
	Six Months Ended									Three Months Ended
	April 30,									April 30,
	2007				2006*		Change			2007				2006*		Change
	(thousands of dollars)
Commercial Properties
Same Properties (1)	$	6,504		$	6,397		$	107		$	3,186		$	3,073		$	113
Damascus Center - undergoing renovation		193			380			(187	)		82			179			(97	)
Total Commercial Properties		6,697			6,777			(80	)		3,268			3,252			16
Residential Properties
Same Properties (1)		4,409			3,988			421			2,338			2,085			253
Boulders at Rockaway		600			(8	)		608			314			(7	)		321
Total Residential Properties		5,009			3,980			1,029			2,652			2,078			574
Total income from real estate operations		11,706			10,757			949			5,920			5,330			590
Financing costs:
Fixed rate mortgages
Same Properties (1)		(4,535	)		(4,689	)		154			(2,220	)		(2,337	)		117
Boulders at Rockaway		(540	)		(6	)		(534	)		(284	)		(6	)		(278	)
Floating Rate - Rotunda		(817	)		(702	)		(115	)		(398	)		(358	)		(40	)
Corporate interest - Line / Floating		(196	)		(110	)		(86	)		(143	)		(71	)		(72	)
Total financing costs		(6,088	)		(5,507	)		(581	)		(3,045	)		(2,772	)		(273	)
Investment income		225			113			112			138			65			73
Corporate expenses		(461	)		(405	)		(56	)		(301	)		(219	)		(82	)
Accounting		(342	)		(121	)		(221	)		(112	)		(62	)		(50	)
Minority interest in earnings of subsidiaries		(258	)		(157	)		(101	)		(120	)		(80	)		(40	)
Distribution to Westwood Hills minority interests		(150	)		(90	)		(60	)		-			(90	)		90
Depreciation:
Same Properties (1)		(2,386	)		(2,267	)		(119	)		(1,203	)		(1,137	)		(66	)
Boulders at Rockaway		(269	)					(269	)		(146	)					(146	)
Total depreciation		(2,655	)		(2,267	)		(388	)		(1,349	)		(1,137	)		(212	)
Net Income	$	1,977		$	2,323		$	(346	)	$	1,131		$	1,035		$	96
(1) Properties operated since the beginning of fiscal 2006.
* Restated

The consolidated results of operations for the Current Six Months and Current Quarter are not necessarily indicative of the results to be expected for the full year.

Page 10

SEGMENT INFORMATION

The following tables set forth comparative NOI data for FREIT’s real estate segments and reconciles the NOI to consolidated net income for the Current Six Months and Current Quarter, as compared to the Prior Six Months and Prior Year’s Quarter:

 

Six Months Ended April 30:
	Commercial												Residential												Combined
	Six Months Ended												Six Months Ended												Six Months Ended
	April 30,						Increase (Decrease)						April 30,						Increase (Decrease)						April 30,
	2007			2006			$			%			2007			2006			$			%			2007		2006*
	(in thousands)												(in thousands)												(in thousands)
Rental income	$	8,262		$	8,058		$	204			2.5	%	$	9,178		$	7,811		$	1,367			17.5	%	$	17,440	$	15,869
Reimbursements		2,373			2,421			(48	)		-2.0	%								-						2,373		2,421
Other		100			21			79			376.2	%		84			85			(1	)		-1.2	%		184		106
Total Revenue		10,735			10,500			235			2.2	%		9,262			7,896			1,366			17.3	%		19,997		18,396
Operating expenses		4,303			4,096			207			5.1	%		4,253			3,916			337			8.6	%		8,556		8,012
Net operating income	$	6,432		$	6,404		$	28			0.4	%	$	5,009		$	3,980		$	1,029			25.9	%		11,441		10,384
Average
Occupancy %		89.7	%		90.6	%					-0.9	%		94.3	%		95.0	%					-0.7	%

	Reconciliation to consolidated net income:
	Deferred rents - straight lining			114			171
	Amortization of acquired leases			151			202
	Net investment income			225			113
	General and administrative expenses			(803	)		(526	)
	Depreciation			(2,655	)		(2,267	)
	Financing costs			(6,088	)		(5,507	)
	Distributions to certain minority interests			(150	)		(90	)
	Minority interest			(258	)		(157	)
* Restated		Net income	$	1,977		$	2,323

Three Months Ended April 30:
	Commercial											Residential												Combined
	Three Months Ended											Three Months Ended												Three Months Ended
	April 30,						Increase (Decrease)					April 30,						Increase (Decrease)						April 30,
	2007			2006			$		%			2007			2006			$			%			2007		2006*
	(in thousands)											(in thousands)												(in thousands)
Rental income	$	4,126		$	4,039		$	87		2.2	%	$	4,621		$	3,921		$	700			17.9	%	$	8,747	$	7,960
Reimbursements		1,089			1,079			10		0.9	%								-						1,089		1,079
Other		57			7			50		714.3	%		21			41			(20	)		-48.8	%		78		48
Total Revenue		5,272			5,125			147		2.9	%		4,642			3,962			680			17.2	%		9,914		9,087
Operating expenses		2,138			2,021			117		5.8	%		1,990			1,884			106			5.6	%		4,128		3,905
Net operating income	$	3,134		$	3,104		$	30		1.0	%	$	2,652		$	2,078		$	574			27.6	%		5,786		5,182
Average
Occupancy %		89.9	%		90.3	%				-0.4	%		94.7	%		95.1	%					-0.4	%

	Reconciliation to consolidated net income:
	Deferred rents - straight lining			59			85
	Amortization of acquired leases			75			63
	Net investment income			138			65
	General and administrative expenses			(413	)		(281	)
	Depreciation			(1,349	)		(1,137	)
	Financing costs			(3,045	)		(2,772	)
	Distributions to certain minority interests			-			(90	)
	Minority interest			(120	)		(80	)
		Net income	$	1,131		$	1,035
* Restated

NOI is based on operating revenue and expenses directly associated with the operations of the real estate properties, but excludes deferred rents (straight lining), lease amortization, depreciation, and financing costs. FREIT assesses and measures segment operating results based on NOI. NOI is not a measure of operating results or cash flow as measured by generally accepted accounting principles, and is not necessarily indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity.

Page 11

COMMERCIAL SEGMENT

FREIT’s commercial properties consist of nine (9) properties totaling approximately 1,100,000 sq. ft. of retail space and 138,000 sq. ft. of office space.  Seven (7) are multi-tenanted retail or office centers, and one is a single tenanted store. In addition, FREIT has leased land and receives rental income from a tenant who has built and operates a bank branch on land FREIT owns in Rockaway, NJ.

As indicated in the above Segment information table, revenue from FREIT’s commercial segment for the Current Six Months and Current Quarter increased by 2.2% and 2.9%, respectively, over the comparable prior year’s periods. NOI for the Current Six Months and Current Quarter increased by 0.4% and 1.0%, over the comparable prior year’s periods. Revenues and NOI for the Current Six Months and Current Quarter were adversely affected by the anticipated planned renovation at our Damascus Shopping Center property located in Damascus, MD (the “Damascus Center”), which caused a temporary decline in occupancy levels. Average occupancy rates for FREIT’s commercial segment for the Current Six Months was at 93.8%, exclusive of the Damascus Center, compared to 93.0% for the prior year’s period. As a result of this renovation, temporary declines in both revenue and NOI were experienced at the Damascus Center of $183,000 and $187,000, respectively for the Current Six Month period and $86,000 and $97,000, respectively for the Current Quarter. (See discussion below).

Development Activities:

The Rotunda, Baltimore, MD: Acquired in July 2005, the property is on 11.5 acres of land and is currently configured into about 138,000 sq. ft. of office space and 78,000 sq. ft. of retail space on the lower level of the main building. We are planning a modernization and expansion of the retail space, as well as the development of residential apartment units as allowed by the current zoning. Final development plans, however, are subject to approval by local governmental authorities.

Damascus Center, Damascus, MD: FREIT is planning a redevelopment of the Damascus Center. Building plans for Phase I have been completed and have been approved by governmental agencies. It is anticipated that Phase I construction will begin in 2007. Because of this redevelopment, current leases for certain tenants are being allowed to expire and are not being renewed. This has caused occupancy to decline, on a temporary basis, during the construction phase.

RESIDENTIAL SEGMENT

With the completion of the 129-unit apartment community at The Boulders, FREIT now operates ten (10) multi-family apartment communities totaling 1,115 apartment units. As indicated in the table above, revenue from our residential segment for the Current Six Months increased 17.3% to $9,262,000 and NOI for the same period is also up 25.9% to $5,009,000. For the Current Quarter, revenue increased 17.2% to $4,642,000 and NOI is also up 27.6% to $2,652,000. Fiscal 2007 will be the first full year of operation for The Boulders. (See discussion below.) The contribution made by The Boulders to the Current Six Months and Current Quarter’s revenue and NOI, as compared to the Prior Year’s revenue and NOI is reflected in the following chart:

	Six Months Ended April 30,
	2007						2006
	Residential		The		Same		Same
$(000)	Properties		Boulders		Properties		Properties
Revenues	$	9,262	$	1,068	$	8,194	$	7,896
Expenses		4,253		468		3,785		3,916
NOI	$	5,009	$	600	$	4,409	$	3,980
	Three Months Ended April 30,
	2007						2006
	Residential		The		Same		Same
$(000)	Properties		Boulders		Properties		Properties
Revenues	$	4,642	$	572	$	4,070	$	3,962
Expenses		1,990		258		1,732		1,884
NOI	$	2,652	$	314	$	2,338	$	2,078

Revenues from FREIT’s residential properties continue to increase. Average occupancy rates for the Current Six Months and Current Quarter, exclusive of The Boulders property, which was not completed until late fiscal 2006, increased to 95.8% and 95.5%, respectively, compared to 95% and 95.1% for the prior year’s periods. The occupancy level at The Boulders was in excess of 96% at the end of April 2007, and averaged 82% during the Current Six Month period.

Page 12

Our residential revenue is principally composed of monthly apartment rental income. Total rental income is a factor of occupancy and monthly apartment rents. Monthly average residential rents at the end of the Current Six Months and the Prior Six Month period were $1,452 and $1,377, respectively. A 1% decline in annual average occupancy, or a 1% decline in average rents from current levels, results in an annual revenue decline of approximately $194,000 and $185,000, respectively.

Capital expenditures: Since all of our apartment communities, with the exception of The Boulders, were constructed more than 25 years ago, we tend to spend more in any given year on maintenance and capital improvements than may be spent on newer properties. A major renovation program has been started at The Pierre Towers apartment complex (“The Pierre”). We intend to modernize, where required, all apartments and modernize some of the buildings’ mechanical services. This renovation is expected to cost approximately $2 - 4 million and take, at least, several years to complete. These costs will be financed from operating cash flow and cash reserves. Through April 30, 2007, we expended $2.5 million in capital improvements at The Pierre, including approximately $675,000 during the first six months of the year.

The Boulders, Rockaway Township, NJ

Construction started on this 129-unit garden apartment community in July 2005 and was completed during August 2006. Development costs have been financed from construction financing and from funds available from our cash and cash equivalents. Certificates of Occupancy for all of the buildings have been received, and tenants started taking occupancy during June 2006. As of May 18, 2007 occupancy was in excess of 96%. The Boulders is expected to add to future earnings, cash flow and shareholder value.

FINANCING COSTS

	Six Months Ended					Three Months Ended
	April 30,					April 30,
	2007		2006			2007		2006
	($ in thousands)
1st Mortgages
Existing	$	4,072	$	4,336		$	1,527	$	2,164
New (1) - Boulders		370		672			278		343
Construction Loan (1) - Boulders		161		155			-		134
2nd Mortgages
Existing		1,168		272			1,035		136
Other		185		98			138		65
		5,956		5,533			2,978		2,842
Amortization of Mortgage Costs		132		129			67		64
Total Financing Costs		6,088		5,662			3,045		2,906
Less amount capitalized				(155	)		-		(134	)
Financing costs expensed	$	6,088	$	5,507		$	3,045	$	2,772
(1) Mortgages not in place at beginning of fiscal 2006.

Financing costs before capitalized amounts for the Current Six Months and Current Quarter increased 7.5% and 4.8%, over the prior year’s reporting periods.

Increased financing levels at The Boulders (construction and permanent loans) resulted in increased financing costs of $531,000 for the Current Six Months. Our acquisition loan for The Rotunda property of $22.5 million bears a floating interest rate. Higher interest rates over the course of the last year raised the level of interest expense for the Rotunda by $115,000, to $788,000 for the Current Six Month period.

CERTAIN MINORITY DISTRIBUTIONS

Westwood Hills, LLC (“WH”), our 40% owned subsidiary, has a capital deficit. This deficit resulted primarily from distributions to WH’s members, of proceeds from mortgage financings, which were in excess of the carrying basis of WH’s assets. The higher mortgage amounts provided by lenders reflected the increased value of WH’s property.

During the Prior Year’s Quarter, WH made a $150,000 distribution to its members. FREIT received $60,000 and the members owning 60% (“Minority”) received $90,000. Since WH has a capital deficit and its members are under no obligation to restore their negative capital accounts, under GAAP FREIT is required to charge its income statement for $90,000, the amount of the distribution received by the Minority. During the first quarter of fiscal 2007, WH made a $250,000 distribution to its members, of which the Minority received $150,000. FREIT reflected this distribution as a charge to its income statement for $150,000. These charges had no economic effect or cost to FREIT. No such distributions were made during the Current Quarter.

Page 13

NET INVESTMENT INCOME

Net investment income for the Current Six Months and Current Quarter increased 99% and 112% to $225,000 and $138,000, respectively, over the comparable prior year’s periods. Net investment income is principally derived from interest earned from cash on deposit in institutional money market funds and interest earned from secured loans receivable (loans made to Hekemian employees for their equity investment in Grande Rotunda, LLC, a limited liability company, in which FREIT owns a 60% equity interest and Damascus Center, LLC, a limited liability company, in which FREIT owns a 70% equity interest). The increase in net investment income for the current year was primarily attributable to interest income relative to secured loans made in connection with the sale of an equity interest in the Damascus Center, effective October 31, 2006.

GENERAL AND ADMINISTRATIVE EXPENSES (“G & A”)

During the Current Six Months and Current Quarter, G & A was $803,000 and $413,000, respectively, as compared to $526,000 and $281,000 for the prior year’s periods. The increases for the Current Six Month and Current Quarter periods were primarily attributable to increases in auditing fees of $220,000 and $50,000, respectively.

DEPRECIATION

Depreciation expense for the Current Six Months and Current Quarter was $2,655,000 and $1,349,000, respectively, an increase of $388,000 and $212,000 over the prior year’s comparable periods. The increase was primarily attributable to depreciation related to The Boulders property, completed in August 2006.

LIQUIDITY AND CAPITAL RESOURCES

Our financial condition remains strong. Net Cash Provided By Operating Activities was $5.5 million for the Current Six Months compared to $4.0 million for the Prior Six Months. We expect that cash provided by operating activities will be adequate to cover mandatory debt service payments, recurring capital improvements and dividends necessary to retain qualification as a REIT (90% of taxable income).

Credit Line:

FREIT has an $18 million line of credit provided by the Provident Bank. The line of credit is for three years but can be cancelled by the bank, at its will, at each anniversary date. Draws against the credit line can be used for general corporate purposes, for property acquisitions, construction activities, and letters of credit. Draws against the credit line are secured by mortgages on FREIT’s Franklin Crossing Shopping Center, Franklin Lakes, NJ, retail space in Glen Rock, NJ, Lakewood Apartments, Lakewood, NJ, Palisades Manor Apartments, Palisades Park, NJ, and Grandview Apartments, Hasbrouck Heights, NJ. .Interest rates on draws will be set at the time of each draw for 30, 60, or 90-day periods, based on our choice of the prime rate or at 175 basis points over the 30, 60, or 90-day LIBOR rates at the time of the draws.

In connection with its construction activities in Rockaway, NJ, FREIT had drawn down $1.5 million and further utilized the credit line for the issuance of a $2 million Letter of Credit (“LoC”). The $1.5 million was repaid during our 1^st Quarter and the $2 million LoC was retired on May 16, 2007. During the Current Quarter, FREIT utilized $15.8 million of its credit line to repay currently maturing mortgage debt secured by Westridge Square. The $15.8 million utilized under the credit line was subsequently repaid on April 25, 2007 using proceeds from the refinancing of the Westridge Square debt. (See discussion below under “Refinancing of debt obligation” for additional information.) $18 million is currently available under the line of credit.

As described in the segment analysis above, construction of The Boulders in Rockaway Township, NJ has been completed. Construction costs were funded from draws against a construction loan. Upon completion of construction, the construction loan of approximately $14 million was converted to a permanent loan with additional funding to bring the permanent loan balance up to $20.7 million. We also are planning a redevelopment of the Damascus Center, in Damascus, MD, and an expansion and redevelopment of The Rotunda in Baltimore, MD.  The total capital required for these projects is estimated at $19 million, and $145 million, respectively. We expect to finance these costs, in part, from construction and mortgage financing and, in part, from available cash.  We expect these redevelopment projects to add to revenues, income, cash flow, and shareholder value.

Page 14

At April 30, 2007, FREIT’s aggregate outstanding mortgage debt was $190.5 million and bears a weighted average interest rate of 5.8%, and an average life of approximately 6.6 years. These fixed rate mortgages are subject to amortization schedules that are longer than the term of the mortgages. As such, balloon payments (unpaid principal amounts at mortgage due date) for all mortgage debt will be required as follows:

Fiscal Year	2008	2010	2013	2014	2016	2017	2019	2022
($ in millions)
Mortgage "Balloon" Payments	$28.4	$12.3	$8.0	$26.1	$24.7	$22.0	$28.3	$14.4

The following table shows the estimated fair value and carrying value of our long-term debt at April 30, 2007 and October 31, 2006:

	April 30,	October 31,
(In Millions)	2007	2006
Fair Value	$193.8	$184.4
Carrying Value	$190.5	$180.7

Fair values are estimated based on market interest rates at April 30, 2007 and October 31, 2006 and on discounted cash flow analysis. Changes in assumptions or estimation methods may significantly affect these fair value estimates.

FREIT expects to re-finance the individual mortgages with new mortgages when their terms expire. To this extent we have exposure to interest rate risk on our fixed rate debt obligations. If interest rates, at the time any individual mortgage note is due, are higher than the current fixed interest rate, higher debt service may be required, and/or re-financing proceeds may be less than the amount of mortgage debt being retired. For example, at April 30, 2007 a 1% interest rate increase would reduce the fair value of our debt by $10.0 million, and a 1% decrease would increase the fair value by $10.9 million.

Refinancing of debt obligation: On April 2, 2007, FREIT repaid the outstanding principal balance with respect to its $19.2 million 8.31% mortgage note due on July 1, 2007, which was secured by it’s Westridge Square commercial property. The outstanding principal balance of $15.8 million was repaid using funds available on hand and borrowings from FREIT’s credit line. The decision to retire the debt early was made in order to take advantage of favorable interest rates relative to FREIT’s credit line. No prepayment penalty was incurred as a result of the early retirement of this debt.  On April 25, 2007, FREIT refinanced the above mentioned mortgage debt with the placement of a $22 million 5.55% mortgage note due in May 2017, also secured by FREIT’s Westridge Square commercial property. This new mortgage note will be “interest only” through the maturity date. It is FREIT’s intent to use the additional proceeds to fund existing capital projects.

FREIT also has interest rate exposure on its floating rate loans. Currently, FREIT’s only floating rate loan outstanding, is its $22.5 million acquisition loan for The Rotunda. A 1% rate fluctuation would impact earnings by $226,000.

We believe that the values of our properties will be adequate to command re-financing proceeds equal to or higher than the mortgage debt to be re-financed. We continually review our debt levels to determine if additional debt can prudently be utilized for property acquisition additions to our real estate portfolio that will increase income and cash flow to shareholders.

Interest rate swap contract: To reduce interest rate volatility, FREIT uses “pay fixed, receive floating” interest rate swaps to convert floating interest rates to fixed interest rates over the terms of certain loans. We enter into these swap contracts with a counterparty that is usually a high-quality commercial bank.

In essence, we agree to pay our counterparty a fixed rate of interest on a dollar amount of notional principal (which corresponds to our mortgage debt) over a term equal to the term of the mortgage note. Our counterparty, in return, agrees to pay us a short-term rate of interest, generally LIBOR, on that same notional amount over the same term as our mortgage note.

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” requires us to mark-to-market fixed pay interest rate swaps. As the floating interest rate varies from time-to-time over the term of the contract, the value of the contract will change upward or downward. If the floating rate is higher than the fixed rate, the value of the contract goes up and there is a gain and an asset. If the floating rate is less than the fixed rate, there is a loss and a liability. These gains or losses will not affect our income statement. Changes in the fair value of these swap contracts will be reported in other comprehensive income and appear in the equity section of our balance sheet. This gain or loss represents the economic consequence of liquidating our fixed rate swap contracts and replacing them with like-duration funding at current market rates, something we would likely never do.

Page 15

FREIT had a variable interest rate mortgage securing its Patchogue, NY property. To reduce interest rate fluctuations, FREIT entered into an interest rate swap contract. This rate swap contract effectively converted variable interest rate payments to fixed interest rate payments. The contract was initially based on a notional amount of approximately $6,769,000 ($6,034,000 at April 30, 2007). FREIT has the following derivative-related risks with its swap contract: 1) early termination risk, and 2) counterparty credit risk.

Early Termination Risk: If FREIT wants to terminate its swap contract before maturity, it has to be bought out or terminated at market value; i.e., the difference in the present value of the anticipated net cash flows from each of the swap’s parties. If current variable interest rates are below FREIT’s fixed interest rate payments, this could be costly. Conversely, if interest rates rise above FREIT’s fixed interest payments and FREIT elected early termination, FREIT would realize a gain on termination. At April 30, 2007, FREIT’s swap contract was in the money. If FREIT had terminated its contract at that date it would have realized a gain of about $58,000. This amount has been included as an asset in FREIT’s balance sheet as at April 30, 2007, and the change (gain or loss) between reporting periods included in comprehensive income.

Counterparty Credit Risk: Each party to a swap contract bears the risk that its counterparty will default on its obligation to make a periodic payment. FREIT reduces this risk by entering swap contracts only with major financial institutions that are experienced market makers in the derivatives market.

FUNDS FROM OPERATIONS (“FFO”):

Many consider FFO as the standard measurement of a REIT’s performance. We compute FFO as follows:

Funds From Operations ("FFO")
		Six Months Ended						Three Months Ended
		April 30,						April 30,
		2007				2006*		2007				2006*
		($ in thousands)
Net income		$	1,977		$	2,323		$	1,131		$	1,035
Depreciation			2,655			2,267			1,349			1,137
Amortization of deferred mortgage costs			132			129			67			64
Deferred rents (Straight lining)			(114	)		(171	)		(59	)		(85	)
Amortization of acquired leases			(151	)		(202	)		(75	)		(63	)
Capital Improvements - Apartments			(239	)		(458	)		(65	)		(119	)
Minority interests:
Equity in earnings of affiliates			408			247			120			170
Distributions to minority interests			(387	)		(360	)		(87	)		(360	)
	FFO	$	4,281		$	3,775		$	2,381		$	1,779
	Per Share - Basic	$	0.63		$	0.58		$	0.35		$	0.27
	Per Share - Diluted	$	0.62		$	0.56		$	0.34		$	0.26
	Weighted Average Shares Outstanding:
	Basic		6,751			6,522			6,751			6,542
	Diluted		6,916			6,753			6,915			6,889
*  Restated

FFO does not represent cash generated from operating activities in accordance with accounting principles generally accepted in the United States of America, and therefore should not be considered a substitute for net income as a measure of results of operations or for cash flow from operations as a measure of liquidity. Additionally, the application and calculation of FFO by certain other REITs may vary materially from that of FREIT’s, and therefore FREIT’s FFO and the FFO of other REITs may not be directly comparable.

INFLATION

Inflation can impact the financial performance of FREIT in various ways. Our commercial tenant leases normally provide that the tenants bear all or a portion of most operating expenses, which can reduce the impact of inflationary increases on FREIT. Apartment leases are normally for a one-year term, which may allow us to seek increased rents as leases renew or when new tenants are obtained.

Page 16

Item 3: Quantitative and Qualitative Disclosures About Market Risk

See “Liquidity and Capital Resources” above.

Item 4: Controls and Procedures

At the end of the period covered by this report, we carried out an evaluation of the effectiveness of the design and operation of FREIT’s disclosure controls and procedures. This evaluation was carried out under the supervision and with participation of FREIT’s management, including FREIT’s Chairman and Chief Executive Officer and Chief Financial Officer, who concluded that FREIT’s disclosure controls and procedures are effective. There has been no change in FREIT’s internal control over financial reporting during the first six months of fiscal 2007 that has materially affected, or is reasonably likely to materially affect, FREIT’s internal control over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in FREIT’s reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in FREIT’s reports filed under the Exchange Act is accumulated and communicated to management, including FREIT’s Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

Part II:  Other Information

Item 4:  Submission of Matters to a Vote of Security Holders

The following matters were submitted to a vote of security holders at FREIT’s Annual Meeting of Shareholders held on April 4, 2007:

A.  Shareholders re-elected both Mr. Ronald J. Artinian and Mr. Alan L. Aufzien to serve as Trustees for a three (3) year term. The balloting for the elections was as follows:

	Ronald J. Artinian	Alan L. Aufzien
Votes For	6,056,720	6,056,520
Votes Withheld	91,100	91,300

The other members of the Board of Trustees are as follows:

Name	Term Expires
Robert S. Hekemian	April 2008
Donald W. Barney	April 2009
Herbert C. Klein, Esq.	April 2009

B. Shareholders approved amendments to FREIT’s Equity Incentive Plan as follows: (a) reserving an additional 300,000 shares for issuance under the Plan; and (b) extending the term of the Plan until September 10, 2018. The balloting results for these amendments were as follows:

	Additional Shares	Extending Plan Term
Votes For	4,485,523	4,484,923
Votes Against	345,395	341,795
Abstain	186,928	191,128
Broker Non-Vote	1,129,974	1,129,974

Page 17

Item 6: Exhibits

Reference is made to the Exhibit index below.

Exhibit Index

	Page
Exhibit 3.1 - Amended and Restated Declaration of Trust (includes amendments through September 1998), with Amendments dated January 21, 2004 and May 15, 2007
Exhibit 31.1 - Section 302 Certification of Chief Executive Officer	20
Exhibit 31.2 - Section 302 Certification of Chief Financial Officer	21
Exhibit 32.1 - Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350	22
Exhibit 32.2 - Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350	23

Page 18

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 thereunto duly authorized.

	FIRST REAL ESTATE INVESTMENT
	TRUST OF NEW JERSEY
	(Registrant)
Date: June 11, 2007
	/s/ Robert S. Hekemian
	(Signature)
	Robert S. Hekemian
	Chairman of the Board and Chief Executive Officer
	(Principal Executive Officer)
	/s/ Donald W. Barney
	(Signature)
	Donald W. Barney
	President, Treasurer and Chief Financial Officer
	(Principal Financial/Accounting Officer)

Page 19

EX-3.1

EXHIBIT 3.1

AMENDED AND RESTATED DECLARATION OF TRUST

OF

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

This is an Amended and Restated Declaration of Trust by the First Real Estate Investment Trust of New Jersey (the "Trust"), a real estate investment trust formed under the laws of New Jersey.  It is made as of the 7^th day of November, 1983 by the persons currently serving as Trustees of the Trust, who are Garo Artinian, Donald W. Barney, Robert S. Hekemian, John G. Keuhnelian, Herbert C. Klein, Nicholas A. Laganella, and John B. Voskian (the "Trustees").

W I T N E S S E T H:

This Trust is formed for the purpose of acquiring, holding, managing, improving and dealing with property, real and personal, in any part of the United States, its possessions and foreign countries.

The Trustees hereby declare that they will hold all property of every type and description, which they now hold as Trustees or may hereafter acquire as such, together with proceeds thereof, in trust, to manage, use and dispose of the same for the benefit of holders from time to time, of certificates of shares being issued or to be issued hereunder as hereinafter provided:

ARTICLE I

General Description of the Trust

l.1           (a)           Name

The name of the Trust is "First Real Estate Investment Trust of New Jersey."

(b)           Business

The business of the Trust shall be conducted, so far as feasible, under that name.  The name shall refer to the Trustees as Trustees and not personally or individually.  Under such name, the Trustees may conduct all the business of the Trust, sue and be sued.

1.2           Location

477 Main Street, Hackensack, New Jersey, or such other place as the Trustees may designate.

1.3           Nature

The Trust shall be of the type known as a business trust, and shall not be a general or limited partnership or corporation.

(Proviso:   In the event that there is a federal legislation extending the advantages of Part II,  Subchapter M of Chapter 1, of the Internal Revenue Code of 1954, the Trustees

reserve the right, in their discretion, to Convert the Trust into a corporation, taking all necessary steps for such conversion.)

1.4           Purpose

The purpose of the Trust is to conduct its business as a "Real Estate Investment Trust" and to qualify as such under the Act mentioned in 1.3 above; but, in their discretion, the Trustees may conduct the business in such manner as may not so qualify, and the Trustees shall not be liable because of failure to quality.

ARTICLE II

Shares

2.1           Issuance

Beneficial interest in the Trust shall be designated as shares, evidenced by certificates of shares, in form as prescribed by the Trustees, registered in name of shareholder, and transferable.  There shall be no limit on the number of shares that may be issued.

2.2           Only One Class of Shares

There shall be only one class of shares, with equal voting power, and equal rights to dividends, distribution, liquidation and other rights.

2.3           No Limit on Number of Shares; No Pre-Emptive Rights

There shall be no limit to the number of shares that may be issued, and shares may be issued without preemptive rights, in the Trustees' discretion.

2.4           No Shareholder Title to Property or Right to Partition

The shareholders shall have no legal title to the Trust property, or any interest therein; nor any right to partition of such property during the continuance of the Trust.

2.5           Shares are Personality; Effect of Shareholder's Death

The shares issued hereunder shall be personal property giving only the rights in this instrument and in the certificates thereof specifically set forth.  The death of a shareholder during the continuance of this Trust shall not terminate the Trust nor give his or her legal representatives a right to an accounting or to take any action in the courts or otherwise against other shareholders or the Trustees or the property held hereunder, but shall simply entitle the legal representative of the deceased shareholder to demand and receive a new certificate of shares in place of the certificate held by the deceased shareholder; and upon the acceptance of which such legal representatives shall succeed to all the rights of the deceased shareholder under this Trust.

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ARTICLE III

Meeting of Shareholders

3.1           Annual Meeting and Special Meetings

(a)           Shareholders' annual meeting shall be held at the principal office of the Trust, or such other place as the Trustees may designate, on any business day during the period April 1st to April 15th, inclusive, of each year.

(b)           A special meeting shall be called upon the request of a majority of the Trustees, giving shareholders not less than ten (10) days within notice of the time, place and purpose of the meeting.

3.2           Quorum

A majority of the shares in the Trust present in person or by proxy shall constitute a quorum of the shareholders' meeting, annual or special.

3.3           Voting Rights Per Share

Each shareholder shall be entitled to one vote, in person or by proxy, for each share registered in his name. In the election of Trustees, each shareholder shall be entitled to one vote per share for each Trustee to be elected, but such voting shall be on a non-cumulative basis.

3.4           Matters on Which Shareholders Can Vote

The shareholders shall be entitled to vote on the following matters and no other.

Election of Trustees.

3.5           Fixing Record Date for Voting

For the purpose of determining the shareholders who are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to participate in any dividend, the Trustees may fix a date not less than ten (10) days or more than sixty (60) days prior to the date of any meeting of shareholders or dividend  payment as a record date for the determination of shareholders entitled to vote at such meeting or any adjournment thereof or to receive such dividend.  Any shareholder who was a shareholder at the time so fixed shall be entitled to vote at such meeting or any adjournment thereof or to receive such dividend even though he or she has since that date disposed of his or her shares, and no shareholder becoming such after said date shall be entitled to vote at said meeting or any adjournment thereof or to receive such dividend.

3.6           Proxy Voting

At any meeting of the shareholders, any shareholder of shares entitled to vote thereat may vote by proxy.  Only shareholders of record of such shares shall be entitled to one vote.

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Fractional shares shall not be entitled to any vote.  When any such share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such share.  If the holder of any such share is a minor or a person of unsound mind, and subject to guardianship or to the legal control of any other person as regards the charge or  management of such share, he may vote by his guardian or such other person appointed or having such control, and such vote may be given in person or by proxy.

3.7           Trustees' Annual Report

At each annual meeting of the shareholders, the Trustees shall make a report upon the affairs of the Trust and upon its business and operations, together with the statement of its financial standing as shown by the books of account of the Trust.

3.8           Shareholders' Rights of Inspection

Shareholders shall have the right, at reasonable times during  business hours, and for proper purposes, to inspect the consolidated balance sheet, income and earned surplus statements of the Trust and the records of the meetings of shareholders.

3.9           Non-Liability of Shareholders

(a)           Shareholders shall not be liable for calls or assessments and shall not be personally liable in connection with the Trust property or the affairs of the Trust and the Trustees shall not have any power to bind the shareholders personally.  Every contract or obligation of the Trust of any nature shall contain a provision that the other party thereto shall look solely to the assets of the Trust for satisfaction of any claim  thereunder and that the shareholders and the Trustees shall not be personally liable thereunder.  Omission of such a provision, however, shall not make them so liable.  This section shall not apply to any contract or Regulatory Agreement entered into between the Trustees and the Federal Housing Commissioner and any other necessary document or  instrument executed in connection with the acquisition, maintenance, or operation of any property upon which the mortgage is insured, held, owned, or reinsured by the Federal Housing Commissioner.

(b)           If under the laws of any jurisdiction any shareholder should have personal liability for a tort claim or a contractual claim, claims for taxes or any other  statutory liabilities, which claims or liabilities are not satisfied by the Trust, upon payment of any such claim the shareholder shall be entitled to reimbursement by the Trust.

3.10         Trustees' Rights as to Acquisition or Disposition of Shares

The Trustees, or any one of them, in their individual capacity, may purchase or otherwise acquire or sell and otherwise dispose of shares issued hereunder without restriction or liability to any person, subject to restrictions contained in this Declaration of Trust pertaining to other shareholders generally.

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3.11         No Amendments to Trust to Increase Shareholders' Liability

No amendment to this Declaration of Trust shall be made increasing  the liability of the shareholders without the unanimous written consent of all shareholders.

ARTICLE IV

The Trustees

4.1           Number

The number of Trustees shall be not less than 5 and not more than 9.  The Trustees herein named at the time of the execution of the Trust shall be 7.  The said number may be increased or decreased by the Trustees by a vote of not less than a majority of the Trustees in office.

4.2           Term of Office

Except for the initial Board of Trustees, each Trustee shall be  elected for a term of 3 years and shall continue in office until qualification of his successor  elected at the annual meeting of shareholders.  The term of at least two Trustees shall expire every year.

4.3           Qualifications

(a)           The Trustees shall be individuals of full age, and no person shall qualify as a Trustee until he shall have either, signed this Declaration of Trust or agreed in writing to be bound in all respects by the Declaration.  No person shall be qualified to act as Trustee who has purchased or subscribed for less than 500 shares of the Trust.  In the event that a Trustee's shareholding shall fall below 500 shares, the Secretary shall give such Trustee 10 days written notice of his apparent disqualification and during said period of 10 days such Trustee shall have the opportunity to correct such disqualification by acquiring the necessary amount of shares.  Upon his failure to do so within the said 10 days, he shall be disqualified and shall be relieved of his duties and powers as such Trustee.  The Trustees shall be under no obligation to issue or to sell the necessary shares  to such apparently disqualified Trustee for the purpose of restoring or correcting his qualification.  No person shall serve as Trustee who has attained 76 years of age; provided however, in the event any Trustee shall reach the age of 76 during his or her term of office, the Trustee shall be permitted to complete his or her then current term.

4.4           Bonding; Compensation

(a)           No Trustee shall be required to give bond, surety, or security to secure the performance of his duties or obligations.

(b)           The Trustees shall receive such compensation, regular or special, as they shall deem reasonable and proper, but in no event shall the aggregate annual compensation of the Trustees exceed one-half of one percent of the net worth of the Trust as of the commencement of the period for which such compensation is paid.

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4.5           Resignation; Removal

Any Trustee may resign his office by instrument in writing signed by him and delivered or mailed to the President or Secretary of the Trustees; and such resignation shall take effect immediately or at the date it is received or any particular time  specified therein.  No acceptance of the resignation shall be necessary to make it effective.  Trustees may, by a vote of not less than 2/3 of all Trustees, remove any member of the Board of Trustees with or without cause.

4.6           Vacancies

The resignation, removal, incompetency, disqualification or death of any or all of the Trustees shall not terminate the Trust or affect its continuity; and any vacancy caused by the resignation, removal, incompetency, disqualification or death of any Trustee or Trustees shall not void, vitiate or invalidate any act or transactions made or done by the Trustees otherwise valid and proper.  During a vacancy, the remaining Trustee or Trustees may exercise the powers of the Trustees hereunder.  Vacancies among the Trustees may be filled by a written designation signed by a majority of the remaining Trustees and lodged among the records of the Trust.  The determination of a vacancy among the Trustees by reason of resignation, incompetency, disqualification or death, when made by a majority of the remaining Trustees and stated in the instrument filling such vacancy, shall be final and conclusive for all purposes.

4.7           Successor Trustees

Title to the property of the Trust shall vest in successor Trustees, upon written acceptance of their election or appointment, without any further act. They shall thereupon have the same powers, duties and exemptions as though originally named as Trustees in this Declaration.  Such written acceptance shall be filed with the records of the Trust, and a certificate signed by a majority of the Trustees as to who are or were  Trustees at any time shall be conclusive and binding for all purposes; provided, however, that, so long as any mortgage of any property of the Trust is insured, held, owned or reinsured by the Federal Housing Commissioner, any such successor Trustees shall assume and agree to be bound by the terms of the Regulatory Agreements then in force with the Federal Housing Commissioner by an instrument in writing satisfactory to the Federal Housing Commissioner.

4.8           Vote Required At Trustees' Meetings

The Trustees shall act as a Board.  Any action of a majority of the  Trustees in office or of a majority of them present at a duly convened meeting of the Trustees, except as greater proportion may otherwise be required herein, shall be conclusive and binding as an action of the Trustees.

4.9           Trustees' Meetings; Quorum

Meeting of the Trustees shall be held as may be called by the President of the Trustees or any two individual Trustees.  A majority of the Trustees shall constitute a quorum.

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4.10          Officers

The Trustees shall elect one of their members as Chairman. The Trustees shall annually elect one of their members as a President who shall be the  principal executive officer of the Trust.  They shall also appoint a Secretary and other offices and agents as deemed advisable.  The Chairman, the Secretary, the President and such other officers shall receive reasonable compensation as such officers and  compensation for special services as they in good faith may perform.

4.11          Advisors Committee

The Trustees may appoint a Committee of Advisors, the membership of which shall not be Trustees or officers of the Trust, but may be shareholders or retired Trustees.  The Chairman or the President may preside at meetings of the Committee of Advisors.  They shall be entitled to such compensation as the  Trustees may reasonable appropriate.  Any member of the Committee of Advisors may be removed by a majority vote of the Trustees.  The function of the Committee of Advisors is to consult with and advise Trustees as to investments of the Trust property and as to other  matters related to the business of the Trust.  The Committee of Advisors shall not have power to make contracts, or to bind the Trust, or to incur liability for the Trust.

4.12         Seal

The Trustees may adopt a seal for the Trust.

4.13         Committees of the Trustees

(a)           The Board of Trustees shall have the power to establish an Executive Committee consisting of three to five members of the Trustees as may be designated by the President and/or Chairman of the Board of Trustees.  The Board of Trustees may delegate to the Executive Committee all of the powers of the Board of Trustees, except that the Board of Trustees may not delegate any of the following powers:

(i) To make, alter or amend a by-law;

(ii) To elect, appoint or remove a Trustee;

(iii) To submit any matter to the shareholders for approval;

(iv) To establish a dividend;

(v) To sell all, or substantially all, of its assets; and

(vi) To adopt a plan of merger or dissolution.

(b)           The Board of Trustees may establish an Audit Committee and such other Committees as it may deem appropriate, which Committees shall consist of three to five members of the Board of Trustees as may be designated by the President and/or Chairman of the Board of Trustees.  The Board of Trustees may delegate to such Committees such powers as the Board of Trustees may deem appropriate and which are not inconsistent with law and with the provisions of Sub Section 4.13(a).

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ARTICLE V

Powers of the Trustees

5.1           Management of the Trust

(a)           The legal title of all property belonging to the Trust shall rest in the Trustees and they shall have absolute and exclusive control, management and  disposition thereof, and shall have absolute control and management of the business and  affairs of the Trust, free from any power or control by the shareholders, in the same manner as if they were absolute owners thereof, subject to terms and limitations contained  in this Declaration of Trust.

(b)           The Trustees are specifically authorized to execute a Regulatory Agreement in connection with any property upon which the mortgage is insured, held, owned or reinsured by the Federal Housing Commissioner and the Trust, the Trust property covered by any such mortgage, and all Trustees, officers and shareholders  and beneficiaries, so far as such agreements shall apply to them, shall be bound thereby.

5.2           General Powers

The Trustees shall have all power necessary or convenient for transaction of the business of the Trust.

5.3           Discretion as to Investments

No investment or reinvestment of Trust property shall be deemed improper because of the speculative character of such investment, or because of excessive or unusual proportion of total property so invested.

5.4           No Duty of Inquiry by Third Parties

No person, individual, association, partnership, or corporation shall be bound to see to the application of any monies or property paid to or delivered to the Trustee or to their authorized representative.

5.5           Enumeration of Certain Specified Powers

Without restricting or limiting the above-stated provisions, the  powers of the Trustees shall include, among other powers incidental to their office, the powers herein enumerated under this Article, namely:

(a)           The power as principal, agent or otherwise, for such consideration and on such terms as they deem proper, to purchase, acquire for cash, for shares representing beneficial interest in the Trust property, for notes, debentures, bonds or other obligations of the Trust, through exchange of property held by the Trust, or otherwise, acquire, hold, manage, improve, lease, for terms beyond the termination of the Trust or lesser term, rent, convey, sell, transfer, exchange, mortgage, partition, develop and otherwise deal in real and personal property of any kind or description, including any kind or type of interest in such property, located in the United

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States or any of its possessions or territories; to erect, construct, alter, improve, or otherwise alter or affect any building, structure or improvement on such properties in any part of the United States, its possessions and territories.

(b)           To enter into all sorts of contracts incidental to their ownership, control, and operation of the Trust properties.

(c)           To borrow money, unsecured or secured, on notes, debentures, bonds, any negotiable or non-negotiable instrument; to pledge its real or personal property for such loans; to assume judgment of mortgages on properties purchased; to pledge the general assets of the property of the Trust as security for debentures and other loans; to maintain short-term or long-term loan accounts with banks and other lending institutions.

(d)           To purchase shares and obligations of the Trust.

(e)           To lend money on behalf of the Trust and to invest the funds of the Trust.  To create reserve funds for such purposes as they deem advisable.  To deposit funds of the Trust in banks and other depositories without regard to whether such accounts will draw interest.

(f)           To adopt and from time to time amend Trustees' Regulations which may include but shall not be limited to provisions relating to the time, place and notice of meetings of the Trustees and of the Beneficiaries; record dates and other matters  relating to voting and the use of proxies; designation, appointment and compensation of  representatives and agents and their number, duties and qualifications; the form of Certificates of Beneficial Interest and the conditions for replacing lost, mutilated or stolen certificates; and the procedure for amendment of the Trustees' Regulations.

(g)           To exercise with respect to property of the Trust, assent,  subscribe or convert, or of any other nature; to grant proxies, and to participate in and accept securities issued under any voting trust agreement.

(h)           To participate in any reorganization, readjustment, consolidation, merger, dissolution, sale or purchase of assets, or similar proceedings of any corporation, partnership or other organization in which the Trust shall have an interest and in connection therewith to delegate discretionary powers to any reorganization, protective or similar committee and to pay assessments and other expenses in connection therewith.

(i)           To engage independent contractors for the management of the  properties of the Trust, in such terms and conditions and for such consideration as deemed advisable.

(j)           The power to delegate to such one or more of the Trustees or to such other persons as the Trustees may choose, the doing of such things and the execution of such deeds and instruments either in the name of the Trustees or as their agent or attorney, or otherwise, as the Trustees may deem proper and expedient.

(k)           Power to collect, sue for, receive, adjust and settle claims for all sums of money and other property due to the Trustees.

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(l)           To endorse or guarantee the payment of bonds, notes or other obligations of third parties; to make contracts of guaranty or suretyship, or to enter into other obligations therefore; and to mortgage or pledge the real or personal property of the Trust to secure any of the foregoing.

(m)           To determine conclusively the allocation between capital and income of the receipts, holdings, expenses and disbursements of the Trust, regardless of the allocation which might be considered appropriate in the absence of this provision.

(n)           To determine conclusively the value from time to time and to revalue the real estate, securities and other property of the Trust, in accordance with such appraisals or other information as they deem satisfactory.

(o)           To solicit proxies of the Beneficiaries.

(p)           To adopt a fiscal year for the Trust and to amend or change such fiscal year.

(q)           To pay taxes and assessments imposed upon or chargeable  against the Trust or the Trustees by virtue of or arising out of the existence, property, business or activities of the Trust.

(r)           To organize or cause to be organized a corporation or corporations under the laws of any jurisdiction, or any other trust, association or other  organization to take over Trust property or any part or parts thereof or to carry on any business in which the Trust shall have any interest; and to sell, convey and transfer Trust  property or any part thereof to such corporation, trust, association or organization in exchange for the shares, securities or obligations thereof, and to lend money to, subscribe  for the shares or securities of any such corporation, trust, association or organization and to enter into contracts with such corporation, trust, or organization.

(s)           The power to fix the number and the price of the shares of the Trust to be issued or to be sold and the terms and conditions for payment of such price or consideration.

(t)           The power to invest in the shares, securities and obligations of other real estate investment trusts organized in this or in any other jurisdiction within  the United States or any of its territories or possessions.

(u)           The Trust shall not have the power to issue face amount  certificates which may bring or subject the Trust to and under the Investment Company Act of 1940.

(v)           The Trustees shall have the power to authorize the issuance of warrants or options to purchase shares from time to time to such persons including  themselves on such terms and for such conditions as they deem advisable, provided that the issuance of such warrants and the exercise of such option shall not disqualify the Trust as a Real Estate Investment Trust.

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(w)           The Trustees shall have power to declare dividends and make distribution from time to time from capital, from depreciation reserve, from income or otherwise, in cash, in kind, or in shares.

ARTICLE VI

Certificates for the Shares

6.1           No Par Value, Non-Assessable, Non-Callable

The shares issuable hereunder by the Trustees shall be of no par value, non-assessable and non-callable.

6.2           Form of Certificate

Every shareholder shall be entitled to and shall receive a certificate in such form as the Trustees may from time to time approve, which certificate shall specify the number of shares held by the shareholder.  Such certificates shall be in form negotiable and title thereto and to the share represented thereby shall be transferable by delivery of such certificate similar in all respects to shares of capital stock of business corporations, except as set forth in 6.10.

6.3           Register of Ownership

A register shall be kept by or on behalf of the Trustees, under the direction of the Trustees, which shall contain the names and addresses of the shareholders and the number of shares held by them respectively and the numbers of the certificates representing the same and a record of all transfers thereof.  Only shareholders whose certificates are so recorded shall be entitled to vote or to receive dividends or otherwise to exercise or enjoy the rights of shareholders.  No shareholder shall be entitled to receive payment of any dividend, nor to have notice given to him as herein provided, until he has given his address to a Transfer Agent or such other officer or agent of the Trustees as shall keep the said register for entry thereon.

6.4           Transfer Agents and Registrars

The Trustees shall have power to employ a transfer agent or transfer agents and, if they so determine, a registrar or registrars.  The transfer agent or transfer agents may keep the said register and record therein the original issues and transfers,  if any, of the said shares the countersign certificates of shares issued to the persons entitled to the same.  The transfer agents and registrars shall perform the duties usually performed by transfer agents and registrars of certificates of stock in a corporation, except as modified by the Trustees.

6.5           Deposit with Transfer Agent of Certificates Signed in Blank

In accordance with the usual custom of corporations having a transfer agent, signed certificates for shares in blank may be deposited with any transfer agent of this Trust, to be used by the transfer agent in accordance with authority conferred upon it as occasion may require and, in so doing, the signers of such certificates shall not be responsible for any loss resulting therefrom.

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6.6           Transfer of Shares

Shares shall be transferable on the records of the Trust (other than by operation of law) only by the record holder thereof, or by his agent thereunto, duly authorized in writing, upon delivery to the Trustees or a transfer agent of this Trust of the certificate or certificates therefor, properly endorsed or accompanied by duly executed  instrument or instruments of transfer, together with such evidence of the genuineness of each such endorsement, execution, and authorization of other matters as may reasonably be required, except as set forth in 6.10.  Upon delivery, the transfer shall be recorded on the  register of the Trust and a new certificate for the shares so transferred shall be issued of the transferee and, in case of a transfer of only a part of the shares represented by any certificate, a new certificate for the residue thereof shall be issued to the transferor.  But until such record is made, the shareholder of record shall be deemed to be the holder of such shares for all purposes hereof and neither the Trustees nor any transfer  agent or registrar nor any officer or agent of this Trust shall be affected by any notice of the proposed transfer.

6.7           Procedures Re Shareholder's Certificate(s) Transferred by Operation of Law

Any person becoming entitled to any shares in consequence of the death, bankruptcy or insolvency of any shareholder, or otherwise by operation of law, shall be recorded as the holder of the said shares and receive a new certificate for the same upon  production of the proper evidence thereof and delivery of the existing certificate to the Trustees or a transfer agent of this Trust.  But until such record is made, the shareholder of record shall be deemed to be the holder of such shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer or agent of this Trust shall be affected by any notice of such death, bankruptcy, or insolvency.

6.8           Special Designations of Form of Ownership

The Trustees may treat two or more persons holding any share as joint tenants of the entire interest therein unless their ownership is expressly otherwise recorded on the register of the Trust, but no entry shall be made in the register or in any  certificate that any person is in any other manner entitled to any future, limited or  contingent interest in any share; provided, however, that any person recorded as a holder of any share may, subject to the provisions hereinafter contained, be described in the register or in any certificate as a fiduciary of any kind and any customary words may be added to the description of the holder to identify the nature of such fiduciary relationship.

6.9           Lost Certificates

In case of the loss, mutilation, or destruction of any certificate of shares hereunder, the Trustees may issue or cause to be issued a new certificate on such terms as they may see fit.

6.10         Sale, Transfer,  Repurchase to Preserve Qualification of the Trust as a REIT

(a)           The Trustees may refuse to sell shares or to transfer shares to persons or to entities if in their judgment such sale or transfer may endanger the  qualification of the Trust as a

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Real Estate  Investment Trust (a "REIT").  The Trustees shall also refuse to issue shares upon the exercise of an option to purchase shares when in their judgment the exercise of such option and the issuance of shares might endanger the  qualification of the Trust as a REIT.  However, in the event that the Trustees shall refuse to permit the exercise of an option, the life of the option shall be extended until such time as the Trustees may determine that the exercise of such option shall no longer endanger the qualification of the Trust as a REIT.

(b)           If in the good faith opinion of the Trustees ownership of securities of the Trust has or may become concentrated to an extent which may prevent the Trust from qualifying as a REIT, the Trustees shall also have the power, by lot or other means deemed equitable to them, to call for redemption a number of Trust Securities  sufficient, in the opinion of the Trustees, to maintain or bring the direct or indirect  ownership thereof into conformity with the requirements for qualification as such a REIT.

ARTICLE VII

Miscellaneous

7.1           Duration

The Trust shall have perpetual existence unless terminated sooner as herein provided.

7.2           Amendment of Trust

The provisions of this Declaration of Trust may be amended or altered by a two-thirds' vote of all Trustees and such amendment or alteration shall then be acknowledged and recorded in such offices as are required for the recording of the original Declaration of Trust.

7.3           Liability of Trustees, Officers or Agents

No Trustee, officer or agent of this Trust 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 this Trust 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.

7.4           Indemnification of Trustees, Officers and Agents

(a)           The Trust shall indemnify each of its Trustees, officers,  employees and agents (including any person who serves at its written request as 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 Trust or the Trustees, as the case may be, or thereafter, by reason of his being or having  been such a Trustee, officer,

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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 Trust.

(b)           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 Trust by a majority of the disinterested Trustees or the Trust 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 Trust.

(c)           The rights accruing to any Trustee, officer, employee or agent under these provisions shall not exclude any other right to which he may be lawfully entitled.

(d)           No Trustee, officer, employee or agent may satisfy any right  of  indemnity or reimbursement granted herein or to which he may be otherwise entitled except out of the Trust property; and no shareholder shall be personally liable to any  person with respect to any claim for indemnity or reimbursement or otherwise.

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

7.5           Transactions Where Trustees Have a Personal Interest

(a)           The Trust may buy or sell property or any interest therein from and to any individual Trustee, officer of the Trust, or to any firm, partnership or  corporation in which such Trustee or officer has or may have an interest, but only in the manner set forth in subparagraph 7.5(b).

(b)           Such  purchase or sale shall first be approved at a meeting of the Trustees, and all Trustees shall be given written notice at least 7 days prior to such meeting that the approval of such contemplated purchase or sale is among the items of business to be discussed at the meeting. No such sale or purchase shall be made unless all of the Trustees, who are present and voting at such meeting, shall approve such sale or purchase, and unless the number of votes in favor of such sale or purchase shall constitute at least a majority of the total number of Trustees.  No Trustee who has any direct or indirect interest in such sale or purchase may participate in the voting.

(c)           Subject to compliance with the provisions of subparagraph 7.5(d), the Trust may buy or acquire an interest in the profits and losses, and/or assets and liabilities, of a partnership (general or limited), joint venture, limited liability company or other form of business organization or entity in which a qualified real estate investment trust may participate pursuant to the applicable provisions of the Internal Revenue Code of 1986, as amended, where:  (i) a Trustee or officer of the Trust has an interest in such business organization or entity; or (ii) a

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Trustee or officer of the Trust, and/or any affiliated or related parties, has a majority or controlling interest in any corporation, partnership (general or limited), joint venture, limited liability company, or other form of business entity which has an interest in such business organization or entity.

(d)           (i)           Any purchase or acquisition subject to the provisions of subparagraph 7.5(c) shall first be approved and authorized at a meeting of the Trustees.  The Trustees shall be given written notice at least seven (7) days prior to the meeting that the contemplated purchase or acquisition is among the items of business to be discussed at the meeting.  In conjunction with such written notice, the Trustees shall also be provided with :  (A) a copy of the proposed form of any contract or agreement setting forth:  (I) the terms, provisions and conditions for the Trust’s purchase or acquisition of the interest;  (II) the rights, entitlements, responsibilities, duties and obligations of the Trust as a partner, joint venturer, member or participant in the business organization or entity, and  (III) the governance, management and operations of the business organization or entity, or (B) a detailed summary of the material terms, provisions and conditions of the transaction.

(ii)           Trustees with a direct or indirect interest in the business organization or entity in which the Trust proposes to purchase or acquire an interest may be counted in determining whether a quorum is present at such meeting.

(iii)           No such purchase or acquisition shall be made unless:  (A) a majority of the Trustees who are present and voting at such meeting shall approve of, and authorize, the purchase or acquisition; and (B) the number of votes in favor of such purchase or acquisition shall constitute a majority of the total number of Trustees then qualified, elected and serving as Trustees; and (C) one or more of the disinterested Trustees shall vote in favor of such purchase or acquisition provided, however, that the number of disinterested Trustees voting in favor of such purchase or acquisition shall exceed the number of disinterested Trustees, if any, voting against such purchase or acquisition by at least one (1).

(iv)           A Trustee who has a direct or an indirect interest in the purchase or acquisition:  (A) may abstain from the voting to approve or disapprove of the proposed transaction; or (B) may participate in the voting to approve or disapprove the proposed transaction, provided, that, in the event that a Trustee with a direct or indirect interest intends to participate in the voting, the Trustee shall disclose in writing to the other Trustees, at least seven (7) days prior to the meeting, the nature and extent of the Trustee’s interest or the interest of affiliated or related parties in the business organization or entity.

(v)           The Trustees may approve of and authorize any purchase or acquisition of an interest in any business organization or entity in which a Trustee has, or Trustees have, an interest where the transaction set forth in the contracts or agreements described in subparagraph 7.5(d)(i) are fair and reasonable as to the Trust at the time of approval and authorization by the Trustees.  For purposes of determining whether a proposed transaction is fair and reasonable as to the Trust, the Trustees may consider, among other things, the following factors:

15

(A)           the consideration to be paid, or the capital contribution to be made, by the Trust for its interest in the business organization or entity shall be in the same form as, and, on a proportional basis, on a par with the consideration paid or to be paid, or the capital contribution made or to be made, by the Trustee for the Trustee’s interest in the business organization and entity; and,

(B)           under the contracts or agreements described in subparagraph 7.5(d)(i), there shall be:  (A) no difference or distinction in the voting rights granted to, and/or held or exercised by, the Trust and the Trustee with respect to all matters and affairs of the business organization or entity, including, but not limited to governance, management, operations, financing, refinancing, distributions of profits and losses, allocation of income and expenses allocations of profits and losses, distributions of capital or the dissolution, liquidation and/or termination of the business organization or entity; and (B) no difference or distinction in the rights granted to the Trust and the Trustee to share or participate in, or receive distributions or allocations of, profits and losses, or capital, except for such differences or distinctions as may arise from the quantum of the respective interests held by the Trust and the Trustee, subject to the requirements of (d)(v)(C) below; and;

(C)           the quantum of the interest of the Trust in the business organization or entity, in terms of voting rights and the right to share or participate in, or receive, distributions or allocations of profits and losses, or capital, shall be greater than the interest of the Trustee and/or the aggregate interests of all Trustees in the business organization or entity (including the interest of affiliated and related parties); and,

(D)           the Trust shall be responsible for the management of the affairs of the business organization or entity under the contracts or agreements described in subparagraph 7.5(d)(i).

(vi)           Any matters related to the management of the affairs of the business organization or entity shall be scheduled for the consideration of the Trustees, and determined and voted upon, in the same manner as provided for in this paragraph (d).

(vii)           Notwithstanding anything contained herein, any interested Trustee who determines to participate in the voting with respect to the proposed purchase or acquisition and votes on the proposed purchase or acquisition:

(A)           shall exercise prudent and careful business judgment in good faith in evaluating whether the Trust should make the purchase or acquisition investment in light of the Trust’s purposes, objectives and statements of policy;

(B)           shall state for the record at the meeting the specific reasons for his/her vote on the resolution concerning the purchase; and,

(C)           shall not be automatically immunized by virtue of the existence of, or compliance with, provisions of subparagraphs 7.5(c) or (d) from any actions, suits or proceedings, whether at law or in equity, or by or before any administrative officer, agency or tribunal, for breach of any statutory or common law duty which may be owed to the shareholders of the Trust or to the other Trustees.

16

7.6           Prohibition on Sales or Purchase From Certain Independent Contractors

The Trust shall not buy or sell property or any interest therein, from or to the independent contractors, that may be retained by the Trustees for the management of the properties or business of the Trust.

7.7           Governing Law

This Declaration of Trust is created, issued and controlled and shall be construed under and by the laws of the State of New Jersey.

17

IN WITNESS WHEREOF, the undersigned have signed and sealed this instrument as of the 7th day of November, 1983.

/s/ Garo Artinian	(L.S.)
GARO ARTINIAN
/s/ Donald W. Barney	(L.S.)
DONALD W. BARNEY
/s/ Robert S. Hekemian	(L.S.)
ROBERT S. HEKEMIAN
/s/ John G. Keuhnelian	(L.S.)
JOHN G. KEUHNELIAN
/s/ Herbert C. Klein	(L.S.)
HERBERT C. KLEIN
/s/ Nicholas A. Laganella	(L.S.)
NICOLAS A. LAGANELLA
/s/ John B. Voskian	(L.S.)
JOHN B. VOSKIAN

18

STATE OF NEW JERSEY	:
	:      SS:
COUNTY OF BERGEN	:

I CERTIFY THAT ON November 23rd, 1983, GARO ARTINIAN personally came before me and acknowledged under oath, to my satisfaction, that this person:

(a)  is named in and personally signed this document; and

(b)  signed, sealed and delivered this document as his act and deed.

 /s/ Robert S. Hekemian

ROBERT S. HEKEMIAN

PREPARED BY:

 /s/ Philip L. Chapman

PHILIP L. CHAPMAN,

Attorney of Law at New Jersey

STATE OF NEW JERSEY	:
	:      SS:
COUNTY OF BERGEN	:

I CERTIFY THAT ON November 23rd, 1983,  DONALD W. BARNEY  personally came before me and acknowledged under oath, to my satisfaction, that this person:

(a)  is named in and personally signed this document; and

(b)  signed, sealed and delivered this document as his act and deed.

 /s/ Robert S. Hekemian

ROBERT S. HEKEMIAN

PREPARED BY:

 /s/ Philip L. Chapman

PHILIP L. CHAPMAN,

Attorney of Law at New Jersey

STATE OF NEW JERSEY	:
	:      SS:
COUNTY OF BERGEN	:

I CERTIFY THAT ON November 23rd, 1983, ROBERT S. HEKEMIAN personally came before me and acknowledged under oath, to my satisfaction, that this person:

(a)  is named in and personally signed this document; and

(b)  signed, sealed and delivered this document as his act and deed.

 /s/ Serge Krikorian

SERGE KRIKORIAN

PREPARED BY:

 /s/ Philip L. Chapman

PHILIP L. CHAPMAN,

Attorney of Law at New Jersey

STATE OF NEW JERSEY	:
	:      SS:
COUNTY OF BERGEN	:

I CERTIFY THAT ON November 23rd, 1983, JOHN G. KEUHNELIAN personally came before me and acknowledged under oath, to my satisfaction, that this person:

(a) is named in and personally signed this document; and

(b) signed, sealed and delivered this document as his act and deed.

/s/ Robert S. Hekemian

ROBERT S. HEKEMIAN

PREPARED BY:

 /s/ Philip L. Chapman

PHILIP L. CHAPMAN,

Attorney of Law at New Jersey

STATE OF NEW JERSEY	:
	:      SS:
COUNTY OF BERGEN	:

I CERTIFY THAT ON November 23rd,  1983,  HERBERT C. KLEIN personally came before me and acknowledged under oath, to my satisfaction, that this person:

(a) is named in and personally signed this document; and

(b)  signed, sealed and delivered this document as his act and deed.

 /s/ Michael Saffer

MICHAEL SAFFER

An Attorney at Law of the

State of New Jersey

PREPARED BY:

 /s/ Philip L. Chapman

PHILIP L. CHAPMAN,

Attorney of Law at New Jersey

STATE OF NEW JERSEY	:
	:      SS:
COUNTY OF BERGEN	:

I CERTIFY THAT ON November  23rd,  1983,  NICOLAS A. LAGANELLA  personally  came before me and acknowledged under oath, to my satisfaction, that this person:

(a)  is named in and personally signed this document; and

(b)  signed, sealed and delivered this document as his act and deed.

 /s/ Robert S. Hekemian

ROBERT S. HEKEMIAN

PREPARED BY:

 /s/ Philip L. Chapman

PHILIP L. CHAPMAN,

Attorney of Law at New Jersey

STATE OF NEW JERSEY	:
	:      SS:
COUNTY OF BERGEN	:

I CERTIFY THAT ON November 23rd, 1983, JOHN B. VOSKIAN personally came before me and acknowledged under oath, to my satisfaction, that this person:

(a)  is named in and personally signed this document; and

(b)  signed, sealed and delivered this document as his act and deed.

 /s/ Robert S. Hekemian

ROBERT S. HEKEMIAN

PREPARED BY:

 /s/ Philip L. Chapman

PHILIP L. CHAPMAN,

Attorney of Law at New Jersey

DECLARATION OF TRUST

- of -

THE FIRST REAL ESTATE INVESTMENT

TRUST OF NEW JERSEY

______________________________________________

Dated: November  , 1983

_____________________________________________

RECORD & RETURN TO:

PHILIP L. CHAPMAN, ESQ.

KLEIN, CHAPMAN, DiIANNI,

GREENBERG, HENKOFF & SIEGEL

935 Allwood Road

P. O. Box 2048

Clifton, N.J. 07015

AMENDMENT

TO

AMENDED AND RESTATED DECLARATION OF TRUST

OF

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

The text of Article IV, Section 4.2 of the Declaration of Trust which is currently stated as follows:

“Except for the initial Board of Trustees, each Trustee shall be elected for a term of 3 years and shall continue in office until qualification of his successor elected at the annual meeting of shareholders.  The term of at least two trustees shall expire every year.”

shall be deleted in its entirety and the following text shall be substituted therefor:

“Each Trustee shall be elected for a term of 2 years or 3 years, as determined by the Board of Trustees at the time a Trustee is nominated for election, and shall continue in office until qualification of his successor elected at the annual meeting of shareholders.”

Amended On:  January 21, 2004

AMENDMENT

TO

AMENDED AND RESTATED DECLARATION OF TRUST

OF

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

The text of Article IV, Section 4.6 of the Declaration of Trust which had been previously stated as follows:

“Section 4.6  Vacancies

The resignation , removal, incompetency, disqualification or death of any or all of the Trustees shall not terminate the Trust or affect its continuity; and any vacancy caused by the resignation, removal, incompetency, disqualification or death of any Trustee or Trustees shall not void, vitiate or invalidate any act or transactions made or done by the Trustees otherwise valid and proper.  During a vacancy, the remaining Trustee or Trustees may exercise the powers of the Trustees hereunder.  Vacancies among the Trustees may be filled by a written designation signed by a majority of the remaining Trustees and lodged among the records of the Trust.  The determination of a vacancy among the Trustees by reason of resignation, incompetency, disqualification or death, when made by a majority of the remaining Trustees and stated in the instrument filling such vacancy, shall be final and conclusive for all purposes.”

was amended to read as follows:

“Section 4.6  Filling Vacancies

The resignation , removal, incompetency, disqualification or death of any or all of the Trustees shall not terminate the Trust or affect its continuity; and any vacancy caused by the resignation, removal, incompetency, disqualification or death of any Trustee or Trustees shall not void, vitiate or invalidate any act or transactions made or done by the Trustees otherwise valid and proper.  During a vacancy, the remaining Trustee or Trustees may exercise the powers of the Trustees hereunder.  Vacancies among the Trustees and newly created trusteeships resulting from an increase in the number of trustees may be filled by a written designation signed by a majority of the remaining Trustees and lodged among the records of the Trust.  A trustee so elected by the Board of Trustees shall hold office until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.  The determination of a vacancy among the Trustees by reason of resignation, incompetency, disqualification or death, when made by a majority of the remaining Trustees and stated in the instrument filling such vacancy, shall be final and conclusive for all purposes.”

Amended On:  May 15, 2007

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Robert S. Hekemian, certify that:

1. I have reviewed this report on Form 10-Q of First Real Estate Investment Trust of New Jersey;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  June 11, 2007	/s/ Robert S. Hekemian
	Robert S. Hekemian
	Chairman of the Board and Chief Executive Officer

Page 20

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Donald W. Barney, certify that:

1. I have reviewed this report on Form 10-Q of First Real Estate Investment Trust of New Jersey;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  June 11, 2007	/s/ Donald W. Barney
	Donald W. Barney
	President, Treasurer and Chief Financial Officer

Page 21

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of First Real Estate Investment Trust of New Jersey (the “Company”) on Form 10-Q for the quarter ended April 30, 2007 (the “Report”), I, Robert S. Hekemian, Chairman of the Board and Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78m(a) or 78o(d), and,

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  June 11, 2007	/s/ Robert S. Hekemian
	Robert S. Hekemian
	Chairman of the Board and Chief Executive Officer

Page 22

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of First Real Estate Investment Trust of New Jersey (the “Company”) on Form 10-Q for the quarter ended April 30, 2007 (the “Report”), I, Donald W. Barney, President, Treasurer and Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78m(a) or 78o(d), and,

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  June 11, 2007	/s/ Donald W. Barney
	Donald W. Barney
	President, Treasurer and Chief Financial Officer

Page 23