def14a-89028_freit.htm

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information, as of February 18, 2008, with respect to beneficial ownership, as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of beneficial interests in the Trust, as represented by the Shares, for each Trustee, nominee for Trustee, and Executive Officer of the Trust. The only persons who beneficially own greater than 5% of the Shares are four of the Trustees named in the table below.

Amount and Nature of Beneficial Ownership

Name of Beneficial Owner (1)	(A) Aggregate Number of Shares Beneficially Owned (2)			(B) Number of Shares Acquirable within 60 Days (3)		(C) Aggregate Number of Shares Deemed to be Beneficially Owned (Column A plus Column B)			(D) Percent of Class

Robert S. Hekemian (4)		402,443	(5)		--		402,443	(5)		5.9	%
Donald W. Barney (4)		198,499	(6)		84,000		282,499	(6)		4.1	%
Herbert C. Klein, Esq. (7)		359,512	(8)		--		359,512	(8)		5.3	%
Ronald J. Artinian (7)		470,516	(9)		--		470,516	(9)		6.9	%
Alan L. Aufzien (7)		32,000			--		32,000			(10	)
David F. McBride, Esq. (7)		1,000			--		1,000			(10	)
Robert S. Hekemian, Jr. (7)		235,595	(11)		--		235,595	(11)		3.5	%
John A. Aiello, Esq. (12)		--			--		--			--
All Trustees, Nominees for Trustee and Executive Officers as a group (8 persons) (5)(6)(8)(9)(11)		1,699,565			84,000		1,783,565			26.0	%

(1)

All Trustees and Executive Officers listed in this table, with the exception of Mr. Aiello, maintain a mailing address at 505 Main Street, P.O. Box 667, Hackensack, New Jersey 07602. Mr. Aiello maintains a mailing address at 125 Half Mile Road, P.O. Box 190, Middletown, New Jersey 07748.

(2)

Except as otherwise indicated, all of the Shares are held beneficially and of record. All share amounts have been adjusted, as appropriate, to take into account the October 2001 and March 2004 share splits.

(3)

Shares subject to currently exercisable options granted under the Trust’s Equity Incentive Plan, as amended (the “Equity Incentive Plan”).

(4)

A Trustee and Executive Officer of the Trust.

(5)

Includes 74,392 Shares held by Mr. Hekemian’s wife, with respect to which Mr. Hekemian disclaims beneficial ownership. Also includes (i) 89,672 Shares held by the Hekemian & Co., Inc. Pension Plan of which Mr. Hekemian is a trustee and a participant, (ii) an aggregate of 45,116 Shares which are held by certain partnerships in which Mr. Hekemian is a partner, (iii) 14,196 Shares held in certain trusts for which Mr. Hekemian is a trustee and one trust in which Mr. Hekemian is a beneficiary, and (iv) 65,540 Shares held by the Robert and Mary Jane Hekemian Foundation, Inc. of which Mr. Hekemian is the President, all of such Shares with respect to which Mr. Hekemian disclaims beneficial ownership thereof except to the extent of his pecuniary interest in the pension plan, partnerships and trusts.

(6)

Includes 46,928 Shares held by Mr. Barney’s wife, with respect to which Mr. Barney disclaims beneficial ownership.

(7)

A Trustee of the Trust.

(8)

Includes 189,156 Shares held by Mr. Klein’s wife and 27,000 Shares held in the Krieger charitable trust of which Mr. Klein’s wife is trustee, with respect to both of which Mr. Klein disclaims beneficial ownership. Also includes 7,390 Shares held by The Herbert & Jacqueline Klein Family Foundation, Inc.

(9)

Includes 95,048 Shares which are in a family trust with respect to which Mr. Artinian disclaims beneficial ownership, except to the extent of his pecuniary interest in such trust. Also includes 3,800 Shares which are held by Mr. Artinian’s son and 2,100 Shares which are held by Mr. Artinian’s daughter, with respect to which Mr. Artinian disclaims beneficial ownership.

(10)

Shares beneficially owned do not exceed 1% of the Trust’s issued and outstanding Shares.

(11)

Includes (i) 1,000 Shares held by Mr. Hekemian’s wife, (ii) an aggregate of 70,800 Shares which are held by certain partnerships in which Mr. Hekemian is a partner, and (iii) 6,838 Shares which are held in trust by Mr. Hekemian for the benefit of his children, all of such Shares with respect to which Mr. Hekemian disclaims beneficial ownership thereof except to the extent of his pecuniary interest in the partnerships. Also includes 21,208 Shares held in trust for which Mr. Hekemian is a beneficiary, with respect to which Shares Mr. Hekemian disclaims beneficial ownership except to the extent of his pecuniary interest in such trust.

(12)

An Executive Officer of the Trust.

ELECTION OF TRUSTEES

The Board of Trustees governs the Trust. The Declaration of Trust provides that the Board of Trustees will consist of not fewer than five nor more than nine Trustees.

The Board of Trustees has fixed the number of Trustees at seven. The term of three Trustees shall expire at the Annual Meeting. In order to allow the Board of Trustees to be able to strike a balance with respect to the number of Trustees whose terms are expiring at each annual meeting of the Shareholders, the Declaration of Trust authorizes the Board of Trustees to designate whether the term of a nominee for Trustee shall either be two years or three years at the time a Trustee is nominated for election.

Nominees

Consistent with the recommendation of the Nominating Committee, the Board of Trustees has nominated each of Robert S. Hekemian, David F. McBride, Esq. and Robert S. Hekemian, Jr. for election at the Annual Meeting to a three year term as a Trustee to commence at the Annual Meeting.

Robert S. Hekemian, David F. McBride, Esq. and Robert S. Hekemian, Jr. are currently members of the Board of Trustees, with their terms of office scheduled to expire as of the date of the Annual Meeting. Please see the section captioned “Board of Trustees” below for a description of the business experience of and other relevant information with respect to Robert S. Hekemian, David F. McBride, Esq. and Robert S. Hekemian, Jr.

It is the intention of the persons named in the accompanying proxy to vote, unless otherwise instructed, in favor of the election of Robert S. Hekemian, David F. McBride, Esq. and Robert S. Hekemian, Jr. to three year terms as Trustees. Should Mr. Hekemian, Mr. McBride or Mr. Hekemian, Jr. be unable to serve, the proxies will be voted for the election of such other person or persons as shall be determined by the persons named in the proxy in accordance with their judgment, and any such person elected in the place of Mr. Hekemian, Mr. McBride or Mr. Hekemian, Jr. shall be elected to a three year term as a Trustee. Management of the Trust is not aware of any reason why Mr. Hekemian, Mr. McBride or Mr. Hekemian, Jr., if elected, would be unable to serve as a Trustee.

The Board of Trustees recommends a vote FOR the election of Robert S. Hekemian, David F. McBride, Esq. and Robert S. Hekemian, Jr. to three year terms as Trustees.

Board of Trustees

The members of the Board of Trustees of the Trust are:

Name	Age	Year First Elected to the Board of Trustees

Robert S. Hekemian	76	1980
Donald W. Barney	67	1981
Herbert C. Klein, Esq.	77	1961

Ronald J. Artinian	59	1992
Alan L. Aufzien	78	1992
David F. McBride, Esq.	60	2007
Robert S. Hekemian, Jr.	48	2007

There are no family relationships among the Trustees and the Executive Officers, except as between Robert S. Hekemian, Jr. who is the son of Robert S. Hekemian, the Trust’s Chairman of the Board and Chief Executive Officer. None of the nominees for Trustee or Executive Officers of the Trust are directors of any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940, as amended, except Robert S. Hekemian, Jr. who is a director of Oritani Financial Corp. (ORIT).

Biographical Information

Robert S. Hekemian has been active in the real estate industry for more than 53 years. Mr. Hekemian has served as Chairman of the Board and Chief Executive Officer of the Trust since 1991, and as a Trustee since 1980. From 1981 to 1991, Mr. Hekemian was President of the Trust. From June 24, 2002 through January 15, 2003, Mr. Hekemian served as Chief Financial Officer of the Trust. As Chairman and Chief Executive Officer of the Trust, Mr. Hekemian provides the general, day to day, management of the Trust. His current term as a member of the Board of Trustees is scheduled to expire in April 2008. Mr. Hekemian devotes approximately 70% of his time to perform his duties as an Executive Officer of the Trust. Since 1983, Mr. Hekemian has also been the Chairman of the Board and Chief Executive Officer of Hekemian & Co., Inc., a real estate brokerage and management company which manages the Trust’s properties (“Hekemian & Co.”). Mr. Hekemian is a director of Pascack Community Bank. See the section entitled “Certain Relationships and Related Party Transactions” in this Proxy Statement. He is also a director, a partner and an officer in numerous private real estate corporations and partnerships.

Donald W. Barney has served as President of the Trust since 1993, as Treasurer and Chief Financial Officer of the Trust since 2003, and as a Trustee since 1981. His current term as a member of the Board of Trustees is scheduled to expire in April 2009. Mr. Barney devotes approximately 15% of his time to perform his duties as an Executive Officer of the Trust. Mr. Barney was associated with Union Camp Corporation, a diversified manufacturer of paper, packaging products, chemicals and wood products, from 1969 through 1998 in various positions, including Vice President and Treasurer. Mr. Barney is a director of Hilltop Community Bank. He is also a partner and director in several private real estate investment companies.

Herbert C. Klein, Esq., has served continuously as a Trustee since 1961 except for the two year period from January 1993 to January 1995, when Mr. Klein served as an elected member of the United States Congress, House of Representatives, for the 8th Congressional District of New Jersey. His current term as a member of the Board of Trustees is scheduled to expire in April 2009. From 1991 through the end of 1992, Mr. Klein served as President of the Trust. Mr. Klein has been an attorney since 1956 with a practice devoted to real estate, corporate

matters and government relations. Since January 1999, Mr. Klein has been a Partner in the law firm of Nowell Amoroso Klein Bierman P.A., with offices located in Hackensack, New Jersey and New York City. See the section entitled “Certain Relationships and Related Party Transactions” in this Proxy Statement. Mr. Klein is a former member of the New Jersey State Assembly. Mr. Klein is also a partner and principal in numerous private investment real estate companies.

Ronald J. Artinian has served as a Trustee since 1992. His current term as a member of the Board of Trustees is scheduled to expire in April 2010. From 1989 to 1998, Mr. Artinian was an investment banker with Smith Barney, Inc., including positions as a Managing Director and National Sales Manager. Mr. Artinian retired from Smith Barney in January 1998 in order to pursue other business interests as a private investor. Mr. Artinian joined the board of The Reserve, a money market fund, in 2007.

Alan L. Aufzien has served as a Trustee since 1992. His current term as a member of the Board of Trustees is scheduled to expire in April 2010. Since 1986, Mr. Aufzien has been Chairman and Managing Partner of The Norall Organization, an investment company. From 1980 to 1998, Mr. Aufzien was a partner in the Meadowlands Basketball Association, t/a New Jersey Nets (Member of the National Basketball Association), and was its Chairman and Chief Executive Officer, and then its Secretary and Treasurer, as well as a member of its Board of Directors. Since 1986, Mr. Aufzien has also been the Chairman and Chief Executive Officer of New York Harbour Associates, a real estate developer.

David F. McBride, Esq. was elected as a trustee in 2007. His current term as a member of the Board of Trustees is scheduled to expire in April 2008. Mr. McBride brings with him over 30 years of diversified real estate experience to the Board. Since 2006 he has been the Chairman of the Board of the Saddle River Valley Bank, a federally chartered community bank, since 2001 a Partner in the law firm of Harwood Lloyd, LLC, specializing in real estate matters, and since 1987 the Chief Executive Officer of McBride Enterprises, Inc., a family owned real estate company. Mr. McBride was also instrumental in forming the Keystone Property Trust (NYSE) in 1998 and served as its Chairman of the Board until its sale to ProLogis in 2004. Since 1998, he has also served as the Chairman and President of the Mountain Club, t/a High Mountain Golf Club.

Robert S. Hekemian, Jr. was elected as a trustee in 2007. His current term as a member of the Board of Trustees is scheduled to expire in April 2008. Mr. Hekemian has been involved in real estate activities for over 25 years and has served as President and Chief Operating Officer of Hekemian and Co. since 2004. From 1983 to 2003, Mr. Hekemian served as Executive Vice President of Hekemian and Co. Mr. Hekemian is principally responsible for identifying real estate acquisitions and evaluating the performance of the real estate properties managed by Hekemian & Co. with a view toward maintaining or altering management and/or leasing strategies. Mr. Hekemian also serves on the Boards of Directors of the Oritani Savings Bank and the New York Philharmonic and formerly served on the Board of Directors of the Bergen Community College Foundation. He is a Member of the Board of Governors, Hackensack University Medical Center, and a Trustee of the Hackensack University Medical Center Foundation.

Meetings of the Board of Trustees

During the fiscal year ended October 31, 2007, the Board of Trustees held 13 meetings. During fiscal 2007, each incumbent member of the Board of Trustees attended more than 75% of the aggregate number of (i) meetings of the Board of Trustees, and (ii) meetings of the committees of the Board of Trustees on which he served, except for Mr. McBride who attended 50% of the meetings of the Board of Trustees following his election thereto. John A. Aiello, Secretary and Executive Secretary of the Trust, attends meetings of the Board of Trustees and each of its committees in a non-voting capacity.

Trustee Attendance at Annual Meeting

The Trust encourages all of the Trustees to attend the Annual Meeting, and expects that all Trustees will attend the Annual Meeting absent a valid reason such as a scheduling conflict. All of the Trustees attended the Annual Meeting of Shareholders held on April 4, 2007.

Committees of the Board of Trustees

The Board of Trustees has three standing committees: (i) the Executive Committee, (ii) the Nominating Committee, and (iii) the Audit Committee. The Board of Trustees does not have a compensation committee. Instead, the full Board of Trustees acts on matters of compensation.

(a) Executive Committee

The Executive Committee of the Board of Trustees is authorized to make policy and certain business decisions during any interval between meetings of the Board of Trustees. All decisions of the Executive Committee are reported to the Board of Trustees on a regular basis. During fiscal 2007, the members of the Executive Committee were, and currently are Messrs. Robert S. Hekemian, Donald W. Barney, Herbert C. Klein, Esq., Ronald J. Artinian and Alan L. Aufzien. The Executive Committee did not meet during fiscal 2007. Mr. Hekemian is the Chairman of the Executive Committee.

(b) Nominating Committee

The Nominating Committee is authorized to identify, evaluate and recommend to the Board of Trustees prospective nominees for Trustee, periodically review the Trust’s governance guidelines and make recommendations to the Board of Trustees from time to time as to matters of governance. The Nominating Committee also periodically reviews the performance of the Board of Trustees and its members and makes recommendations to the Board of Trustees on the number, function, and composition of the Board of Trustees and the committees of the Board of Trustees, and on the terms of the Trustees. The Nominating Committee’s charter is included as Appendix A to the proxy statement for the 2006 annual meeting which can be viewed at www.sec.gov.

The Nominating Committee is authorized to review the qualifications of various persons to determine whether they might make good candidates for consideration for membership on the Board of Trustees. This would include a review of the nominee’s business judgment, skill and experience, the nominee’s understanding of the Trust’s business and industry and other related industries, the nominee’s integrity, reputation and independence, and such other factors as the

Nominating Committee determines are relevant in light of the needs of the Board of Trustees and the Trust and its Shareholders. With respect to any nominee up for re-election to the Board of Trustees, the Nominating Committee is authorized to consider the nominee’s performance on the Board of Trustees before nominating the Trustee for re-election at an annual meeting. The Trust does not pay a fee to any third party to identify or assist in identifying or evaluating potential nominees.

The Nominating Committee will also consider candidates for Trustee recommended by the Shareholders. The process by which a Shareholder may suggest a candidate to be nominated for election to the Board of Trustees can be found in the section of this Proxy Statement entitled “Shareholder Proposals and Recommendations for Nomination of Trustees.” The Nominating Committee will apply the same criteria described above in reviewing and evaluating the qualifications of any candidate recommended by a Shareholder; provided, that it remains in the sole discretion of the Nominating Committee whether any such potential nominee suggested by a Shareholder is recommended by the Nominating Committee to the Board of Trustees.

The current members of the Nominating Committee of the Board of Trustees are Donald W. Barney, Ronald J. Artinian and Alan L. Aufzien. Although Messrs. Artinian and Aufzien meet the requirements for independence set forth in the definition of “independent director” promulgated by the National Association of Securities Dealers, Inc. (“NASD”) and approved by the Securities and Exchange Commission (“SEC”), Mr. Barney is not considered independent under the NASD’s definition of “independent director” since he is an Executive Officer of the Trust. In 2007, the Nominating Committee acted by unanimous written consent to recommend to the Board of Trustees that Robert S. Hekemian, David F. McBride, Esq. and Robert S. Hekemian, Jr. be nominated for re-election as Trustees at the Annual Meeting each to a three year term. The Board of Trustees subsequently approved such nominees.

The current members of the Audit Committee of the Board of Trustees are Ronald J. Artinian, Alan L. Aufzien and Herbert C. Klein. Mr. Artinian is the Chairman of the Audit Committee. Each of Mr. Artinian and Mr. Aufzien satisfies the audit committee qualifications under the NASD listing standards and is independent, as independence for audit committee members is defined in the NASD listing standards. Although Mr. Klein meets the requirements for independence set forth in the NASD definition of “independent director,” he does not meet the criteria for independence set forth in Exchange Act Rule 10A-3(b)(1) because the law firm of Nowell, Amoroso, Klein, Bierman, P.A., in which Mr. Klein is currently a partner, has received and will continue to receive legal fees from the Trust for legal services provided and to be provided to the Trust. See the Section of this Proxy Statement entitled “Certain Relationships and Related Party Transactions.” Accordingly, Mr. Klein does not satisfy the independence requirement for qualification as an audit committee member under the NASD listing standards. The Board of Trustees has appointed Mr. Klein to the Audit Committee since the Board of Trustees believes that his background and experience and the valuable contributions that he makes to the Audit Committee sufficiently mitigate any concerns arising out of the fact that he does not satisfy the independence requirement of the audit committee qualifications under the NASD listing standards.

The Audit Committee held five meetings during fiscal 2007. The Audit Committee selects the independent registered public accounting firm (the “Independent Auditors”) to audit

the books and accounts of the Trust. In addition, the Audit Committee reviews and pre-approves the scope and costs of all services (including non-audit services) provided by the Independent Auditors. The Audit Committee also monitors the effectiveness of the audit effort and financial reporting and inquires into the adequacy of the Trust’s financial and operating controls.

Based on its review of the criteria of an Audit Committee Financial Expert under the rule adopted by the SEC, the Board of Trustees believes that the members of the Trust’s Audit Committee may not qualify as Audit Committee Financial Experts.

Each of Mr. Artinian, Mr. Aufzien and Mr. Klein has made significant contributions and provided valuable service to the Trust and its Shareholders as members of the Audit Committee. The Board of Trustees believes that each of Mr. Artinian, Mr. Aufzien and Mr. Klein has demonstrated that he is capable of (i) understanding accounting principles generally accepted in the United States of America (“GAAP”), (ii) assessing the general application of GAAP principles in connection with the accounting for estimates, accruals and reserves, (iii) understanding financial statements and analyzing and evaluating the Trust’s financial statements, (iv) understanding internal controls and procedures for financial reporting, and (v) understanding audit committee functions, all of which are attributes of an Audit Committee Financial Expert under the rule adopted by the SEC. Given the business experience and acumen of Mr. Artinian, Mr. Aufzien and Mr. Klein and their long standing service as members of the Board of Trustees and its various committees, including the Trust’s Audit Committee, the Board of Trustees believes that each of Mr. Artinian, Mr. Aufzien and Mr. Klein is qualified to carry out all duties and responsibilities of the Trust’s Audit Committee.

The Board of Trustees believes that one of its members, Mr. Barney, would qualify as an Audit Committee Financial Expert. Mr. Barney resigned from the Audit Committee in connection with his appointment to the office of Treasurer of the Trust and his assumption of the role of Chief Financial Officer of the Trust. As Chief Financial Officer of the Trust, Mr. Barney has made and will continue to make the certifications required under the Sarbanes-Oxley Act of 2002 and the related rules adopted by the SEC with respect to (i) the Trust’s financial statements and other financial information included in periodic reports filed with the SEC, (ii) the Trust’s disclosure controls and procedures regarding the disclosure to the certifying officers of material information relating to the Trust, and (iii) the Trust’s internal controls and the adequacy of the design and operation of such internal controls. As a certifying officer of the Trust, Mr. Barney will meet with and make reports to the Audit Committee with respect to the items which are the subject matter of his certifications. The Board of Trustees believes that it is important to maintain independence between the Audit Committee and the certifying officers of the Trust, and that the significance and importance of maintaining such an independent relationship outweigh the importance of having a person who technically satisfies the definition of an Audit Committee Financial Expert serve on the Audit Committee.

At this time, the Board of Trustees does not believe that it is necessary to actively search for an outside person to serve on the Board of Trustees who would qualify as an Audit Committee Financial Expert.

Audit Committee Report

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Trust filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent the Trust specifically incorporates this Report by reference therein.

The Audit Committee meets each quarter during the fiscal year with the Trust’s Independent Auditors and members of Hekemian & Co. and focuses on the following areas:

(1)

the adequacy of the Trust’s internal controls and financial reporting process and the reliability of its financial statements;

(2)

the independence and performance of the Trust’s Independent Auditors and the cooperation received by the Independent Auditors from Hekemian & Co; and

(3)

the Trust’s compliance with all legal and regulatory requirements with particular emphasis upon all disclosures made by the Trust in its quarterly and annual reports to the SEC.

The Audit Committee meets separately with Hekemian & Co. and the Trust’s Independent Auditors. The Independent Auditors have unrestricted access to the Audit Committee. The Independent Auditors make a quarterly report directly to the Audit Committee out of the presence of Hekemian & Co. concerning their functions as the Trust’s Independent Auditors.

The Board of Trustees has adopted a written charter setting out the audit related functions. The Audit Committee’s charter is included as Appendix B to the proxy statement for the 2006 annual meeting which can be viewed at www.sec.gov. The Audit Committee reviews its charter on an annual basis and updates the charter as necessary.

Hekemian & Co. has primary responsibility for the Trust’s financial statements and the preparation of all financial statements and the maintenance of the Trust’s internal controls.

The Independent Auditors audit the annual financial statements prepared by Hekemian & Co., express an opinion as to whether those financial statements fairly present the financial position, results of operations and cash flows of the Trust in conformity with GAAP and discuss with the Audit Committee any issues they believe should be raised.

Effective September 13, 2006, the Trust changed its independent registered public accounting firm, J.H. Cohn, LLP, and engaged a new independent registered public accounting firm, Eisner LLP, to serve as the Trust’s Independent Auditors. As reported in its reports filed with the SEC, the decision to change the Trust’s independent registered public accounting firm was made by the Audit Committee and approved by the Trust’s Board of Directors.

For fiscal 2007, the Audit Committee reviewed the Trust’s audited financial statements and met with both Hekemian & Co. and Eisner LLP to review all financial statements. Hekemian

& Co. has represented to the Audit Committee that the financial statements were prepared in conformity with GAAP.

The Audit Committee has received from and discussed with Eisner LLP the written disclosure and the letter required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees). These items relate to that firm’s independence from the Trust. The Audit Committee also discussed with Eisner LLP any matters required to be disclosed in accord with statement on Auditing Standards No. 61, as amended (Communication with Audit Committees), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

On the basis of these reviews and discussions, the Audit Committee recommended to the Board of Trustees that the Trust’s audited financial statements be included in the Trust’s Annual Report on Form 10-K for the fiscal year ended October 31, 2007, for filing with the SEC.

Submitted by:	Ronald J. Artinian, Chairman
	Alan L. Aufzien
	Herbert C. Klein, Esq.

Corporate Governance

The Trust has a Code of Conduct which is applicable to all Trustees, officers and management employees of the Trust, including, without limitation, the Trust’s principal executive and senior financial officers. The Audit Committee is charged with administering and interpreting the Code of Conduct. Copies of the Code of Conduct will be furnished without charge upon written request received from any holder of record or beneficial owner of Shares of the Trust. Request should be directed to Shareholder Relations, First Real Estate Investment Trust of New Jersey, 505 Main Street, P.O. Box 667, Hackensack, New Jersey 07602.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following compensation discussion and analysis presents information regarding the compensation of our Chief Executive Officer and other Executive Officers for whom compensation is disclosed in the tables below. Our executive compensation program and structure is established and overseen by the Board of Trustees.

Background

The full Board of Trustees determines the amounts of the annual executive officer, Trustee retainer and meeting fees paid to the Executive Officers and Trustees of the Trust. The Board of Trustees reviews the performance of the Trust and the contributions of each Executive Officer and the Trustees to the business of the Trust.

Compensation Objectives and Policies

The objective of our executive compensation program is to assist the Company in retaining and motivating skilled executives and employees by rewarding dedication, hard work and success.

The Trust does not maintain any employee benefit plans, other than the Equity Incentive Plan. There are no employment contracts between the Trust and any of the Executive Officers, nor is there any compensatory plan or arrangement between the Trust and any of the Executive Officers pursuant to which an Executive Officer would receive payments as the result of his resignation or retirement as an Executive Officer, or any other event resulting in the termination of his relationship with the Trust as an Executive Officer, or as a result of a change in control of the Trust. The Trust’s Equity Incentive Plan provides that in the event of (i) a “change in control,” as such term is defined in the Equity Incentive Plan, or (ii) a sale of all or substantially all of the assets of the Trust, other than a sale of assets to a subsidiary or other affiliated entity of the Trust, all outstanding options shall become exercisable (to the extent not already exercisable) immediately before or contemporaneously with the occurrence of such change in control or sale, and each outstanding restricted share award shall immediately become free of all restrictions, conditions and forfeiture provisions.

Mr. Robert S. Hekemian, Chairman of the Board and Chief Executive Officer of the Trust, is Chairman of the Board and Chief Executive Officer of Hekemian & Co, the managing agent of the Trust. Mr. Robert S. Hekemian, Jr., Trustee of the Trust, is the President and Chief Operating Officer of Hekemian & Co. Pursuant to the terms of the Management Agreement by and between Hekemian & Co. and the Trust, Hekemian & Co. is entitled to receive a termination fee from the Trust under certain circumstances, including the non-renewal of the Management Agreement by the Trust, termination of the Management Agreement by the Trust without cause, or termination of the Management Agreement by the Trust following an acquisition of the Trust. See the section of this Proxy Statement entitled “Certain Relationships, Related Party Transactions and Director Independence.”

Elements of the Executive Compensation Program

Other than the annual executive officer fees and the accrued interest thereon for such fees which have been deferred, and the grant of options under the Trust’s Equity Incentive Plan, the Trust has not made available or paid any compensation or benefits to its Executive Officers, whether it be in the form of bonus, long-term incentive compensation, perquisites, rights, warrants, convertible securities, performance units, performance shares or other similar instruments.

Fiscal 2007 Compensation

With respect to fees for the Executive Officers for the 2007 fiscal year, including with respect to both Mr. Hekemian in his capacity as Chairman of the Board and Chief Executive Officer, and Mr. Barney in his capacity as President, Treasurer and Chief Financial Officer, the Board of Trustees considered, among other things, fees paid by other real estate investment trusts, the duties and responsibilities of the Executive Officers and the value of the services provided by them, and the Trust’s operating results. See “Fiscal 2007 Compensation: Trustees” for amounts payable to Mr. Hekemian and Mr. Barney for services in their capacities as Trustees. For the 2007 fiscal year, the Board of Trustees determined that the compensation paid to its Executive Officers would remain the same as in the prior year.

Equity Compensation

The Board of Trustees approved the Equity Incentive Plan at its meeting on September 10, 1998, subject to approval by the Trust’s Shareholders. The Shareholders of the Trust approved the Equity Incentive Plan at their annual meeting on April 7, 1999, and the Equity Incentive Plan became effective as of that date. The general nature and purpose of the Equity Incentive Plan is to enhance the ability of the Trust to attract and retain the services of employees and other persons who have made or are expected to make significant contributions to the business of the Trust and its subsidiaries by providing such persons with an opportunity to acquire Shares of the Trust, or receive other stock-based awards.

The Board of Trustees administers the Equity Incentive Plan and may grant options, restricted share awards, and other share based awards under the Equity Incentive Plan to eligible participants. In 1998, the Trust granted options to purchase Shares pursuant to the Equity Incentive Plan to certain eligible participants, including Executive Officers and Trustees of the Trust. Since that time, no other grants have been made under the Equity Incentive Plan.

On February 15, 2007, the Board of Trustees approved, subject to shareholder approval, (i) an amendment to the Equity Incentive Plan to increase the number of Shares of the Trust currently reserved for issuance thereunder by 300,000 Shares; and (ii) an amendment to the Equity Incentive Plan to extend the term of the Equity Incentive Plan, which would have expired on September 10, 2008, until September 10, 2018. The Shareholders approved such amendments at the annual meeting held on April 4, 2007.

No determinations have been made by the Board of Trustees with respect to the granting, if at all, of awards under the Equity Incentive Plan in 2008.

Deferred Compensation Plan

Effective November 1, 2000, the Board of Trustees adopted a deferred compensation plan (the “Deferred Compensation Plan”) for its Executive Officers and its Trustees. Pursuant to the Deferred Compensation Plan, any Executive Officer or Trustee may elect to defer receipt of any executive officer, Trustee retainer, meeting attendance, or property site inspection fee. The Trust has agreed to pay any Executive Officer or Trustee, who elects to participate in the Deferred Compensation Plan, interest on any deferred fees at the rate of 9% per annum, compounded quarterly. Any such deferred fee and the interest accrued thereon shall be paid at the later of: (i) the retirement age specified by the Executive Officer or Trustee in the deferral election; (ii) actual retirement of the Executive Officer or Trustee; or (iii) upon cessation of duties as an Executive Officer or Trustee of the Trust. The Deferred Compensation Plan provides that any such deferred fees will be paid in a lump sum or in annual installments over a period not to exceed 10 years, at the election of the Executive Officer or Trustee. The Trust has not created and will not create a cash sinking fund for such deferred fees. As a result, any Executive Officer or Trustee who elects to participate in the Deferred Compensation Plan is an unsecured creditor of the Trust with respect to any such deferred fee. As of October 31, 2007, approximately $1,924,000 of fees have been deferred together with accrued interest of approximately $520,000.

Compensation Committee Interlocks and Insider Participation

For the fiscal year ended October 31, 2007, the full Board of Trustees performed the functions of a board compensation committee. Executive officers who served on the Board during fiscal 2007 were Mr. Robert S. Hekemian, Chairman of the Board and Chief Executive Officer, and Donald W. Barney, President, Treasurer and Chief Financial Officer. The Board acted on matters of compensation for the Chairman of the Board and Chief Executive Officer and the President, Treasurer and Chief Financial Officer, with each of such officers abstaining from any compensation decisions relating specifically to them.

Compensation Committee Report

The Board of Trustees has discussed and reviewed the foregoing Compensation Discussion and Analysis with management. Based upon this review and discussion, the Board of Trustees has determined that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by:	Robert S. Hekemian, Chairman
	Alan L. Aufzien	Robert A. Hekemian, Jr.
	Ronald J. Artinian	Herbert C. Klein, Esq.
	Donald W. Barney	David F. McBride, Esq.

FISCAL2007SUMMARY COMPENSATION TABLE

The following table sets forth information concerning the compensation of all of the Executive Officers of the Trust as of October 31, 2007 for services in all capacities to the Trust for the fiscal year ended October 31, 2007. During the fiscal year ended October 31, 2007, Robert S. Hekemian served as Chairman of the Board and Chief Executive Officer of the Trust. Mr. Hekemian devotes approximately 70% of his business activities to the Trust. During the fiscal year ended October 31, 2007, Donald W. Barney served as President, Treasurer and Chief Financial Officer of the Trust. Mr. Barney devotes approximately 15% of his business activities to the Trust. During the fiscal year ended October 31, 2007, John A. Aiello, Esq. served as the Secretary and the Executive Secretary of the Trust. Mr. Aiello devotes approximately 8% of his business activities to the Trust. With respect to all compensation, the term “paid” shall mean actually paid or deferred.


Name and Principal Position (1)	Year	Salary ($)(2)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)	All Other Compensation ($)	Total ($)
Robert S. Hekemian, Chairman of the Board and Chief Executive Officer	2007	$205,000	$---	$ ---	$ ---	$ ---	$17,732	$125,050 (4)(5)(6)	$347,782
Donald W. Barney, President, Treasurer and Chief Financial Officer	2007	$50,000	$---	$ ---	$ ---	$ ---	$6,361	$54,691(7)(8)(9)	$111,052
John A. Aiello, Esq., Executive Secretary and Secretary	2007	$30,000	$---	$ ---	$ ---	$ ---	$ ---	$11,600 (10)	$41,600 (11)

_______________________________________________

(1)	Represents the positions held by each Executive Officer on October 31, 2007.

(2)

Represents payment to the Executive Officers for their services as Executive Officers of the Trust. With the exception of Mr. Aiello, the Executive Officers have elected to defer such amounts pursuant to the terms of the Deferred Compensation Plan. See “Compensation Discussion and Analysis - Deferred Compensation Plan.”

(3)

Represents above-market accrued interest earned on deferred executive officer and other fees payable to the Executive Officer for service as an Executive Officer and Trustee in fiscal 2007, but deferred at the election of the Executive Officer pursuant to the terms of the Deferred Compensation Plan. See “Compensation Discussion and Analysis - Deferred Compensation Plan.”

(4)

Of this amount, $59,860 represents accrued interest earned on deferred executive officer fees payable to the Executive Officer for service as an Executive Officer in fiscal 2007, but deferred at the election of the Executive Officer pursuant to the terms of the Deferred Compensation Plan. Payment of accrued interest is deferred until such time that the deferred executive officer fees are paid to the Executive Officer. See “Compensation Discussion and Analysis - Deferred Compensation Plan.”

(5)	Of this amount, $44,400 represents annual retainer fees, meeting fees and other fees paid to the Executive Officer as consideration for his service on the Board of Trustees and, if applicable, its committees, but deferred at the election of

the Executive Officer pursuant to the terms of the Deferred Compensation Plan. See “Compensation Discussion and Analysis - Deferred Compensation Plan.” See also “Fiscal 2007 Compensation: Trustees” with regard to the payment of such fees.

(6)

Of this amount, $20,790 represents accrued interest earned on deferred annual retainer fees, meeting fees and other fees payable to the Executive Officer for service on the Board of Trustees and, if applicable, its committees, but deferred at the election of the Executive Officer pursuant to the terms of the Deferred Compensation Plan. See “Compensation Discussion and Analysis - Deferred Compensation Plan.”

(7)

Of this amount, $12,161 represents accrued interest earned on deferred executive officer fees payable to the Executive Officer for service as an Executive Officer in fiscal 2007, but deferred at the election of the Executive Officer pursuant to the terms of the Deferred Compensation Plan. Payment of accrued interest is deferred until such time that the deferred executive officer fees are paid to the Executive Officer. See “Compensation Discussion and Analysis - Deferred Compensation Plan.”

(8)

Of this amount, $25,801 represents annual retainer fees, meeting fees and other fees paid to the Executive Officer as consideration for his service on the Board of Trustees and, if applicable, its committees, but deferred at the election of the Executive Officer pursuant to the terms of the Deferred Compensation Plan. See “Compensation Discussion and Analysis - Deferred Compensation Plan.”

(9)

Of this amount, $16,729 represents accrued interest earned on deferred annual retainer fees, meeting fees and other fees payable to the Executive Officer for service on the Board of Trustees and, if applicable, its committees, but deferred at the election of the Executive Officer pursuant to the terms of the Deferred Compensation Plan. See “Compensation Discussion and Analysis - Deferred Compensation Plan.”

(10)

During the fiscal year ended October 31, 2007, the Executive Secretary was entitled to receive (i) meeting attendance fees in the amount of $800 for each meeting of the Board of Trustees and its committees attended, $400 for each meeting participated in by teleconference; and (ii) property site inspection fees in the amount of $800 for each site inspection attended and reimbursement of all reasonable and verified out-of-pocket expenses incurred in connection with the site visit.

(11)	Mr. Aiello is an officer and shareholder in the law firm of Giordano, Halleran & Ciesla, P.C. During fiscal 2007, Mr. Aiello paid to the law firm the retainer and meeting fees which he received in connection with his services as Secretary and Executive Secretary of the Trust during fiscal 2007.

The following table sets forth information concerning the compensation of the Executive Officers of the Trust which was deferred pursuant to the Deferred Compensation Plan, described under Compensation Discussion and Analysis above, for the fiscal year ended October 31, 2007:

FISCAL 2007 NONQUALIFIED DEFERRED COMPENSATION

Name (1)	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)
Robert S. Hekemian	$ 249,400	$ ---	$ 98,382	$ ---	$ 1,303,440
Donald W. Barney	$ 75,801	$ ---	$ 35,251	$ ---	$ 460,165
John A. Aiello, Esq.	$ ---	$ ---	$ ---	$ ---	$ ---

(1)

Effective November 1, 2000, the Board of Trustees adopted the Deferred Compensation Plan for its Executive Officers and its Trustees. Pursuant to the Deferred Compensation Plan, any Executive Officer or Trustee may elect to defer receipt of any executive officer, Trustee retainer, meeting attendance, or property site inspection fee.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information about all equity compensation awards held by the Executive Officers at October 31, 2007. The number of securities provided in the table represent stock options.

Outstanding Equity Awards at Fiscal Year End October 31, 2007
	Option Awards						Stock Awards
Name	Date of Grant	Number of Securities Underlying Unexercised Options (#)(1) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)(1)(2)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Robert S. Hekemian	--	--	--	--	--	--	--	--	--	--
Donald W. Barney	9/10/98	84,000	--	--	$7.50	9/10/08	--	--	--	--
John A. Aiello, Esq.	--	--	--	--	--	--	--	--	--	--

(1)	Adjusted, as appropriate, to take into account the October 2001 and March 2004 share splits.

(2)

The total value of such unexercised, in-the-money options is $1,268,400. This amount represents the difference between such options’ exercise price, $7.50, and the fair market value of the Shares on October 31, 2007 of $22.60 per share. The actual value, if any, an Executive Officer may realize upon the exercise of an option will depend upon the excess of the fair market value of the Shares over the exercise price on the date the option is exercised.

Securities Authorized for Issuance under Equity Compensation Plans

The number of stock options outstanding under the Equity Incentive Plan, the weighted-average exercise price of the outstanding options, and the number of securities remaining available for issuance, as of October 31, 2007, were as follows:

EQUITY COMPENSATION PLAN TABLE

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders (1)(2)	232,500	$24.82	466,000

Equity compensation plans not approved by security holders	---	---	---

Total	232,500	$24.82	466,000

(1)	The Trust currently has no equity compensation plans other than the Equity Incentive Plan described herein.

(2)	The amounts have been adjusted, as appropriate, to take into account the October 2001 and March 2004 share splits.

Grants of Plan Based Awards

No awards were made to the Executive Officers or any other participants under the Equity Incentive Plan during the fiscal year ended October 31, 2007.

Fiscal 2007 Compensation: Trustees

During the fiscal year ended October 31, 2007, each Trustee, including every such Trustee who also served as an Executive Officer of the Trust, was entitled to receive an annual retainer fee in the amount of $15,000. The Trustees were also entitled to receive meeting attendance fees in the amount of $800 for each meeting of the Board of Trustees and its committees attended and $400 for each meeting participated in by teleconference. The Chairman of the Board, for each Board of Trustees meeting attended, and the chairman of each committee of the Board of Trustees, for each committee meeting attended, were entitled to receive meeting attendance fees of $1,100. In addition, the Chairman of the Audit Committee was entitled to receive an annual retainer fee in the amount of $10,000. The Trustees were also entitled to receive property site inspection fees in the amount of $800 for each site inspection attended, plus the reimbursement of all reasonable and verified out-of-pocket expenses incurred in connection with the site visit. The Trustees are entitled to defer all or any part of their retainer, meeting and property site inspection fees pursuant to the terms of the Deferred Compensation Plan. See “Compensation Discussion and Analysis – Deferred Compensation Plan.”

For the fiscal year ended October 31, 2007, the Trustees were paid or elected to defer annual retainer fees, meeting attendance fees, site inspection fees and accrued interest in an aggregate amount of $630,865 as consideration for their services to the Board of Trustees and its committees.

TRUSTEE COMPENSATION
Name (1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Herbert C. Klein, Esq.	$	43,528	$	--	$	--	$	--	$	--	$	--	$	43,528

Ronald J. Artinian	$	58,709	$	--	$	--	$	--	$	--	$	--	$	58,709

Alan L. Aufzien	$	46,786	$	--	$	--	$	--	$	--	$	--	$	46,786

David F. McBride, Esq. (2)	$	10,897	$	--	$	--	$	--	$	--	$	--	$	10,897

Robert S. Hekemian, Jr. (2)	$	12,112	$	--	$	--	$	--	$	--	$	--	$	12,112

(1)	See the Summary Compensation Table above for information regarding compensation paid to each of Robert S. Hekemian and Donald W. Barney in connection with his membership on the Board of Trustees.

(2)	Elected to the Board of Trustees on May 15, 2007.

Performance Graph

The graph below compares the cumulative total return on the Shares for the period covering the five fiscal years ended October 31, 2007 with the performance of the Russell 2000 Index and the NAREIT Equity REIT Index. The graph assumes that $100 was invested on October 31, 2002 in the Trust’s Shares, the Russell 2000 Index, and the NAREIT Equity REIT Index, and that all dividends were reinvested. The closing price used in the analysis for the performance graph below is $22.60 per share at October 31, 2007.

	Cumulative Total Return
	10/31/02	10/31/03	10/31/04	10/31/05	10/31/06	10/31/07

FIRST REAL ESTATE INVESTMENT TRUST	100.00	142.22	203.97	302.98	231.75	235.95
RUSSELL 2000	100.00	143.37	160.18	179.53	215.40	235.37
NAREIT EQUITY	100.00	133.93	174.02	205.26	279.90	281.49

Certain Relationships and Related Party Transactions; Director Independence

The Board of Trustees is made up of seven directors, three of whom qualify as independent directors in accordance with the rules and regulations of the NASD and the SEC. The following are the independent members of the Board of Trustees: Ronald J. Artinian, Alan L. Aufzien and David F. McBride. The independence of the Trustees serving on committees of the Board of Trustees is discussed elsewhere in this proxy statement.

The Board of Trustees has adopted a written charter for the Audit Committee (see “Audit Committee Report”) whereby the Audit Committee oversees and evaluates all related party transactions proposed to be entered into by the Trust. In addition, the Trust’s Declaration of Trust, as amended, contains procedures in the event of any proposed purchase or sale of any properties between the Trust and any Trustee, officer of the Trust or any firm, partnership or corporation in which such Trustee or officer has or may have an interest. Further, the Trust has adopted a Code of Conduct applicable to all Trustees, officers and management employees of the Trust (see “Corporate Governance”), which Code of Conduct promotes the honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

Robert S. Hekemian, Chairman of the Board and Chief Executive Officer of the Trust, and his sons, Robert S. Hekemian, Jr., Trustee of the Trust, Bryan S. Hekemian and David B. Hekemian, are the sole shareholders of Hekemian and Co. Robert S. Hekemian holds a 0.2% interest in Hekemian & Co and Robert S. Hekemian, Jr. hold a 33.3% interest in Hekemian & Co. The balance of the interests in Hekemian & Co. are held by Bryan Hekemian and David Hekemian. Robert S. Hekemian is currently the Chairman of the Board of Hekemian & Co. Each of Robert S. Hekemian’s sons and his brother-in-law are also officers of Hekemian & Co. and serve in the positions set forth opposite their names.

Robert S. Hekemian, Jr. (son) - President and Chief Operating Officer

Bryan S. Hekemian (son) - Vice President and Secretary

David B. Hekemian (son) - Vice President and Treasurer

Serge Krikorian (brother-in-law) - Vice President-Insurance Department

On April 10, 2002, the Trust and Hekemian & Co. entered into a new Management Agreement, effective as of November 1, 2001, replacing the Management Agreement dated December 20, 1961, as extended. The term of the Management Agreement currently runs until October 31, 2009 and shall be automatically renewed for periods of two years unless either party gives not less than six months prior notice to the other of non-renewal. The Trust may terminate the Management Agreement (i) without cause upon one year’s prior written notice, (ii) for cause if Hekemian & Co. has not cured an event of default within 30 days of receipt of notice of termination from the Trust, or (iii) in the event of an acquisition of the Trust where the Trust ceases to effectively exist as an operating entity. The Management Agreement provides for a termination fee in the event of a termination by the Trust without cause or following an acquisition of the Trust.

Under the Management Agreement, Hekemian & Co. serves as Managing Agent for the Trust and the Trust’s properties which the Trust owned on November 1, 2001. The Trust may retain Hekemian & Co. or other managing agents to manage its properties acquired after November 1, 2001 and to perform various other duties such as sales, acquisitions, and development with respect to any or all of the Trust’s properties. However, Hekemian & Co. currently manages all properties owned by the Trust or any subsidiary or affiliate of the Trust, except for the Rotunda. Hekemian & Co. is not the exclusive advisor for the Trust to locate and recommend to the Trust investments deemed suitable for the Trust, and it is not required to offer potential acquisition properties exclusively to the Trust before acquiring those properties for Hekemian & Co.’s own account or for others, including shareholders and employees of Hekemian & Co.

The Trust retained Hekemian & Co. to manage the Preakness Shopping Center which was acquired on November 1, 2002 by WaynePSC, LLC (“WaynePSC”), a limited liability company in which the Trust owns a 40% membership interest, and the Damascus Shopping Center which was acquired on July 31, 2003 by Damascus Centre, LLC (“Damascus Centre”), a limited liability company in which the Trust owns a 70% equity interest. In fiscal 2004, the Trust retained Hekemian & Co. to manage The Pierre Towers, an apartment complex acquired on April 15, 2004 by S And A Commercial Limited Partnership (“S&A”), a limited partnership in which the Trust owns a 65% equity interest. In fiscal 2005, although the Trust did not retain Hekemian & Co. to manage the Rotunda, a mixed use (office/retail) property in Baltimore, Maryland, which was acquired in July 2005 by Grande Rotunda, LLC (“Grande Rotunda”), a limited liability company in which the Trust owns a 60% equity interest, the Trust did retain Hekemian & Co. to provide supervisory and management services to Grande Rotunda.

Pursuant to the terms of the Management Agreement, the Trust pays Hekemian & Co. certain basic management fees, mortgage fees, administrative fees, other miscellaneous fees and leasing commissions as compensation for its services. The Management Agreement includes a detailed schedule of such fees and commissions for those services which the Managing Agent may be called upon to perform. During the fiscal year ended October 31, 2007, the Trust paid or accrued to Hekemian & Co. management fees in the approximate aggregate amount of $2,672,000, which includes the management fees described in more detail below, development and construction fees in connection with The Boulders at Rockaway, New Jersey, in the approximate aggregate amount of $333,000 and leasing fees in the approximate aggregate amount of $214,000.

During the fourth quarter of fiscal 2007, the Board of Trustees approved fees for supervising the development of three projects, The Rotunda and Damascus Center redevelopment projects and the South Brunswick development project. These development fees payable to Hekemian & Co., or an affiliate of Hekemian & Co., in connection with these projects are as follows: The Rotunda, owned by Grande Rotunda, a 60% owned subsidiary of the Trust, 6.375% of development costs of up $136,000,000; Damascus, owned by Damascus Centre, a 70% owned subsidiary of the Trust, 7% of development costs of up to $17,328,000; and South Brunswick, 7% of development costs of up to $21,000,000. Such development costs may be modified should the Board of Trustees approve a change in the scope of any of these projects. These arrangements are subject to the execution of definitive contracts, which have not yet been finalized and approved.

From time to time, the Trust engages Hekemian & Co. to provide certain additional services, such as consulting services related to development and financing activities of the Trust. Separate fee arrangements are negotiated between the Trust and Hekemian & Co. with respect to such services. The Trust also reimburses Hekemian & Co. for the salaries, payroll taxes, insurance costs and certain other costs of personnel employed at the Trust’s properties by Hekemian & Co. on behalf of the Trust.

The Trust’s investments in real estate may be in the form of wholly owned fee interests or, if the circumstances warrant, joint venture interests. From time to time, in order to diversify risk, rather than acquire wholly owned fee interests in real estate, the Trust will invest in a joint venture with other parties and the joint venture will acquire the real estate. The Trust has invested in joint ventures with employees and affiliates of Hekemian & Co. and Trustees of the Trust. To the extent that the Trust invests in real estate requiring development and potentially more risk in order to reach its investment objectives, it may make such investments on a joint venture basis in order to diversify risk.

The Trust owns a 60% equity interest in and is the managing member of Grande Rotunda. Rotunda 100, LLC, a New Jersey limited liability company owns a 40% interest in Grande Rotunda. Members of the immediate family of Robert S. Hekemian, including Robert S. Hekemian, Jr., a Trustee of the Trust, and other employees of Hekemian & Co. have majority managing control in Rotunda 100, LLC. In July 2005, Grande Rotunda completed the acquisition of The Rotunda, a mixed-use (office/retail) property in Baltimore, Maryland. The purchase price of this property was approximately $31 million (inclusive of transaction costs), which was financed in part from an acquisition loan in the amount of $22.5 million, and the balance in cash contributed by the members of Grande Rotunda in proportion to their membership interests. As an incentive to the employees of Hekemian & Co. to identify and provide real estate investment opportunities for the Trust, the Trust agreed to advance to the employees of Hekemian & Co., who are members of Rotunda 100, LLC (including Robert S. Hekemian, Jr. and certain other members of the immediate family of Robert S. Hekemian), 50% of the amount of the equity capital required to be contributed by them to Rotunda 100, LLC in connection with the acquisition and operation of Grande Rotunda. The Trust has loaned an aggregate amount of $1.9 million to those Hekemian & Co. employees (including $1.7 million to Robert S. Hekemian, Jr., a Trustee of the Trust, and certain other members of the immediate family of Robert S. Hekemian) with respect to their equity capital contributions. These loans bear a floating rate of interest of LIBOR (London Inter-Bank Offer Rate) plus 225 basis points adjusted quarterly and are secured by such employees’ membership interests in Rotunda 100, LLC. The Trust may loan additional amounts to such Hekemian & Co. employees not to exceed, in the aggregate, $2.0 million. During the fiscal year ended October 31, 2007, accrued and unpaid interest under the notes aggregated approximately $126,000.

The Trust owns a 70% membership interest in Damascus Centre, LLC which is the owner of the Damascus Shopping Center in Damascus, Maryland. During fiscal 2005, the Trust’s Board, in order to incentivize employees of Hekemian & Co., authorized an investor group, comprised principally of Hekemian employees (including Robert S. Hekemian, Jr. and certain other members of the immediate family of Robert S. Hekemian) (the “Hekemian Group”), to acquire a 30% equity interest in Damascus Centre, LLC. The sale of equity to the Hekemian Group was completed on October 31, 2006, at a sales price of $3,224,000, of which the Trust financed approximately $1,451,000. The Trust agreed to advance to the Hekemian Group up to

50% of the amount of the equity purchase price required to be paid by them (including $1.3 million to Robert S. Hekemian, Jr., a Trustee of the Trust, and certain other members of the immediate family of Robert S. Hekemian). These advances were in the form of secured loans that bear interest that floats at 225 basis points over LIBOR, in effect from time-to-time. During the fiscal year ended October 31, 2007, Damascus Centre, LLC paid Hekemian & Co. $40,000 in management fees, which is included in the $2,672,000 mentioned above.

The Trust owns a 40% membership interest in Westwood Hills, LLC (“Westwood Hills”) which is the owner of a 210 unit residential apartment complex in Westwood, New Jersey. In addition, certain Trustees (Robert S. Hekemian, Donald W. Barney, Herbert C. Klein, Esq., Ronald J. Artinian and Robert S. Hekemian, Jr.) and members of the immediate families of certain Trustees (Robert S. Hekemian and Herbert C. Klein, Esq.) beneficially own 35% of the membership interests in Westwood Hills. Pursuant to the terms of an operating agreement, the Trust is the Managing Member of Westwood Hills. Hekemian & Co. currently serves as the Managing Agent for Westwood Hills. During the fiscal year ended October 31, 2007, Westwood Hills paid Hekemian & Co. $172,000 in management fees, which is included in the $2,672,000 mentioned above.

The Trust owns a 40% equity interest in WaynePSC. H-TPKE, LLC, a New Jersey limited liability company, acquired a 60% equity interest in WaynePSC. Members of the immediate family of Robert S. Hekemian, including Robert S. Hekemian, Jr., a Trustee of the Trust, who are also officers of Hekemian & Co., and other employees of Hekemian & Co. control approximately 73% of the membership interests in H-TPKE, LLC. The Trust is the Managing Member of WaynePSC. WaynePSC owns a 323,000 +/- sq. ft. community shopping center located in Wayne, New Jersey, known as the Preakness Shopping Center. Hekemian & Co. is the Managing Agent for the Preakness Shopping Center. During the fiscal year ended October 31, 2007, WaynePSC paid Hekemian & Co. an annual property management fee in the approximate amount of $228,000, which is included in the $2,672,000 mentioned above, and leasing fees in the amount of $50,000.

The Trust owns a 65% equity interest in and is the managing and general partner of S&A. The remaining 35% of equity interests in S&A are owned by members of the immediate family of Robert S. Hekemian, including Robert S. Hekemian, Jr., a Trustee of the Trust, who are also officers of Hekemian & Co. and by other employees of Hekemian & Co. and/or affiliates of Hekemian & Co. The Trust, in accordance with its investment policy, allowed the minority owners of S&A to make a cash contribution to S&A of approximately $1.3 million that increased their ownership interest in S&A from approximately 25% to 35%. This additional investment, which approximates market value, was made in February 2005. On April 15, 2004, S&A purchased The Pierre Towers, a residential apartment complex located in Hackensack, New Jersey. During the fiscal year ended October 31, 2007, Pierre Towers, LLC on behalf of S&A paid Hekemian & Co. management fees in the amount of $291,000, which is included in the $2,672,000 mentioned above.

The law firm of Nowell Amoroso Klein Bierman, P.A. was retained by the Trust during fiscal 2007 to furnish legal services and received $18,000 in legal fees from the Trust for its services. Mr. Klein, a Trustee, is a partner in the law firm.

The law firm of Giordano, Halleran & Ciesla, P.C. was retained by the Trust during fiscal 2007 to furnish legal services. Mr. Aiello, an Executive Officer of the Trust, is an officer and

shareholder in the law firm. During fiscal 2007, Giordano, Halleran & Ciesla, P.C. received $49,400 in fees from the Trust for its services. In addition, Mr. Aiello paid to the law firm the amount of $41,600, representing retainer and meeting fees which Mr. Aiello received in connection with his services as Secretary and Executive Secretary of the Trust during fiscal 2007.

OTHER MATTERS

The Board of Trustees does not know of any other business which will be presented for consideration at the Annual Meeting. Except as the Board of Trustees may otherwise permit, only the business set forth and discussed in the Notice of Meeting and this Proxy Statement may be acted on at the Annual Meeting. If any other business incident to the Annual Meeting is properly presented at the Annual Meeting, or any adjournment thereof, the proxy holders will vote in regard thereto according to their discretion insofar as such proxies are not limited to the contrary.

RELATIONSHIP WITH INDEPENDENT AUDITORS

The Audit Committee makes the selection of the Independent Auditors for the Trust. Effective September 13, 2006, the Trust changed independent registered public accounting firms from J.H. Cohn, LLP to Eisner LLP commencing in fiscal 2006. All audit and non-audit services provided by the Trust’s independent registered public accounting firm and the fees associated therewith are pre-approved by the Audit Committee in accordance with the written charter of the Audit Committee adopted by the Board of Trustees. The Audit Committee gives due consideration to the potential impact of all non-audit services on auditor independence. None of the engagements of J.H. Cohn, LLP and Eisner LLP, respectively, which were pre-approved by the Audit Committee, made use of the de minimis exception for pre-approval contained in the rules of the SEC which permit limited engagements for non-audit services involving amounts under a specified threshold.

In accord with Independent Standard Board Standards No. 1 (Independence Discussion with Audit Committees) the Trust received a letter and verbal communication from Eisner LLP that it knows of no state of facts which would impair its status as the Trust’s Independent Auditors. The Audit Committee has considered whether the non-audit services provided by Eisner LLP are compatible with maintaining its independence and has determined that the nature and substance of any such limited non-audit services have not impaired Eisner LLP’s status as the Trust’s Independent Auditors.

Audit Fees

Audit fees billed by Eisner LLP to the Trust totaled $275,000 and $290,000, respectively, for fiscal 2007 and 2006, for professional services rendered in connection with audit services rendered to the Trust during such fiscal years.

Audit-Related Fees

Eisner LLP billed the Trust $5,500 for audit related services rendered in connection with a Form S-8 during fiscal 2007. Eisner LLP did not bill the Trust for any audit related services during fiscal 2006.

Tax Fees

Eisner LLP billed the Trust $37,500 for the preparation of its 2006 tax return during fiscal 2007, and $31,400 for other tax related services. Eisner LLP did not bill the Trust for any tax services in fiscal 2006.

All Other Fees

Eisner LLP did not bill the Trust for any other services during fiscal 2007 or fiscal 2006.

Presence at Annual Meeting

Representatives of Eisner LLP will be present at the Annual Meeting and will have an opportunity to make a statement if the representatives desire to do so and will be available to respond to appropriate questions.

ANNUAL REPORT

The Annual Report to Shareholders (the “Annual Report”) for the fiscal year ended October 31, 2007 accompanies this Proxy Statement. The Trust’s Annual Report on Form 10-K for the fiscal year ended October 31, 2007 which the Trust has filed with the SEC, excluding exhibits, is included in the Annual Report. Eisner LLP has audited the financial statements of the Trust for the fiscal year ended October 31, 2007, which financial statements are contained in the Annual Report. Such Annual Report, including the audited financial statements contained therein, is not incorporated in this Proxy Statement and is not deemed to be part of the proxy soliciting material.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Trust’s Executive Officers and Trustees, and persons who own more than 10% of the Shares, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. Executive Officers, Trustees and greater than 10% Shareholders are required by SEC regulation to furnish the Trust with copies of all Forms 3, 4 and 5 they file.

Based solely on the Trust’s review of the copies of such forms it has received, the Trust believes that all of its Trustees, Executive Officers and greater than 10% Shareholders complied with all filing requirements applicable to them with respect to reports required to be filed by Section 16(a) of the Exchange Act during fiscal 2007, except for (i) a Form 3 for Robert S. Hekemian, Jr. and a Form 3 and a related Form 4 for David F. McBride, Esq.; (ii) a Form 4 for Robert S. Hekemian with respect to the purchase of Shares by the Hekemian & Co., Inc. Pension Plan; (iii) a Form 4 with respect to certain distributions of Shares made by several partnerships to their respective partners, in which partnerships Robert S. Hekemian reports a beneficial interest; (iv) a Form 4 with respect to certain distributions of Shares made by several partnerships to their respective partners, in which partnerships Robert S. Hekemian, Jr. reports a beneficial interest; and (v) a Form 4 with regard to a purchase by the Robert and Mary Jane Hekemian Foundation, Inc. All of the aforementioned Forms 3 and 4 have been filed with the SEC.

SHAREHOLDER COMMUNICATIONS WITH TRUSTEES

The Board of Trustees has adopted a formal process to be followed by those Shareholders who wish to communicate directly with the Board of Trustees or any individual Trustee, or group of Trustees of the Trust. A Shareholder can contact the Board of Trustees or any individual Trustee or group of Trustees, by sending a written communication to: The Board of Trustees, or any specifically identified Trustee(s), First Real Estate Investment Trust of New Jersey, c/o Secretary, 505 Main Street, P.O. Box 667, Hackensack, New Jersey 07602. A Shareholder’s letter should also indicate that he or she is a Shareholder of the Trust. Any such communication received by the Secretary of the Trust will be distributed to the Board of Trustees, or a member or members thereof, as appropriate depending on the facts and circumstances described in the communication received. If a Shareholder communication is addressed to one or more Trustees, but not the entire Board of Trustees, the Secretary of the Trust shall notify any Trustees to whom such communication was not addressed that such communication was received and shall provide a copy of such communication upon request. Communications which are primarily commercial in nature or related to an improper or irrelevant topic will not be forwarded to the Board of Trustees or any Trustee. If the Secretary of the Trust believes that the management of the Trust can adequately handle the Shareholder’s inquiry or request, the Secretary will forward such communication to the appropriate person(s). At each meeting of the Board of Trustees, a summary of all communications received since the last Board of Trustees’ meeting which the Secretary elected not to forward to the Board of Trustees or a Trustee(s) shall be presented, and all such communications shall be made available to the Trustees upon request.

SHAREHOLDER PROPOSALS AND RECOMMENDATIONS

FOR NOMINATION OF TRUSTEES

Shareholder proposals for presentation at the Trust’s 2009 Annual Meeting of Shareholders must be received by the Trust at its principal executive offices for inclusion in its proxy statement and form of proxy relating to that meeting no later than October 31, 2008. A Shareholder wishing to submit a proposal should write to the Trust’s Secretary and include a detailed description of such proposal. The Nominating Committee or the Board of Trustees will also consider candidates for nomination as Trustees who are recommended by one or more Shareholders applying the same criteria for nominees described in the section of this Proxy Statement entitled “Committees of the Board of Trustees – Nominating Committee.” A Shareholder who wishes to suggest a candidate for nomination as a Trustee should write to the Trust’s Secretary and include the following information: (1) the name and contact information for the candidate; (2) a statement of the candidate’s business experience and educational background; (3) a detailed description describing any relationship between the candidate and the proposing Shareholder; (4) a statement by the Shareholder explaining why he or she believes that the candidate is qualified to serve on the Board of Trustees and how his or her service would benefit the Trust and its Shareholders; and (5) a statement that the candidate is willing to be considered and willing to serve as a Trustee of the Trust if nominated and elected. A Shareholder wishing to suggest to the Nominating Committee a candidate for election at the Trust’s 2009 Annual Meeting of Shareholders must submit the required information to the Trust and such information must be received by the Trust no later than October 31, 2008.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR OF THE NOMINEES, ROBERT S. HEKEMIAN, DAVID F. MCBRIDE, ESQ. AND ROBERT S. HEKEMIAN, JR., FOR THREE YEAR TERMS TO THE BOARD OF TRUSTEES.

THE TRUST SUBMITS TO THE SECURITIES AND EXCHANGE COMMISSION AN ANNUAL REPORT ON FORM 10-K. AS THE TRUST DOES NOT CURRENTLY HAVE AN INTERNET WEBSITE, COPIES OF THE ANNUAL REPORT ON FORM 10-K, ALONG WITH THE TRUST’S OTHER PERIODIC AND CURRENT REPORTS FILED WITH THE SEC, INCLUDING ALL AMENDMENTS THERETO, WILL BE FURNISHED WITHOUT CHARGE UPON WRITTEN REQUEST RECEIVED FROM ANY HOLDER OF RECORD OR BENEFICIAL OWNER OF SHARES OF THE TRUST. REQUESTS SHOULD BE DIRECTED TO SHAREHOLDER RELATIONS, FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, 505 MAIN STREET, P.O. BOX 667, HACKENSACK, NEW JERSEY 07602.

ALL SHAREHOLDERS ARE URGED TO MARK, SIGN, DATE AND SEND THEIR PROXIES WITHOUT DELAY TO REGISTRAR AND TRANSFER COMPANY, 10 COMMERCE DRIVE, CRANFORD, NEW JERSEY 07016. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED.

	JOHN A. AIELLO
	Secretary

February 29, 2008

ANNUAL MEETING OF HOLDERS OF SHARES OF BENEFICIAL INTEREST - APRIL 9, 2008		For	With- hold	For All Except
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES		o	o	o
The undersigned hereby nominates and appoints Donald W. Barney and John A. Aiello, Esq. and each of them, the true and lawful attorneys, agents and proxies of the undersigned, with full power of substitution, to vote with respect to all of the shares, representing beneficial interests, of FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY (the “Trust”) standing in the name of the undersigned at the close of business on February 18, 2008, at the annual meeting of holders of shares of beneficial interest to be held at the Trust’s headquarters, 505 Main Street, Hackensack, New Jersey 07602, on April 9, 2008 at 7:30 p.m., and at any and all adjournments or postponements thereof, with all powers that the undersigned would possess if personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated hereon.	1. ELECTION OF TRUSTEES for a three (3) year term: Robert S. Hekemian, David F. McBride, Esq. and Robert S. Hekemian, Jr. INSTRUCTION: To withhold authority to vote for any nominee, mark “For All Except” and write that nominee’s name in the space provided below.

	2. In their discretion upon such other matters as may properly come before the meeting or any adjournment or postponement thereof. The shares represented by this Proxy will be voted in the manner directed, and, if no instructions to the contrary are indicated, will be voted FOR the election of the nominees indicated on this Proxy.

			IMPORTANT: Please sign exactly as your name appears. When signing as attorney, executor, administrator, trustee or guardian, please set forth your full title. If signer is a corporation, please sign the full corporate name by a duly authorized officer. Joint owners should each sign.
Please be sure to sign and date this Proxy in the box below		Date
Shareholder sign above	Co-holder (if any) sign above)