UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.20549





FORM
10-K/A





x   Annual
Report Pursuant to Section 13 or 15(d)


of the
Securities Exchange Act of l934





For the
fiscal year ended December 31,
2009


Or


 ̈
Transition Report Pursuant to Section 13 or 15(d)


of the
Securities Exchange Act of 1934





Commission
File Number 001-09279





ONE LIBERTY PROPERTIES,
INC.


(Exact
name of registrant as specified in its charter)







MARYLAND
                
                13-3147497(State
      or other jurisdiction of
                
                (I.R.S.
      employerincorporation
      or organization)
                
                identification
      number)





60 Cutter Mill Road, Great
Neck, New York11021


(Address
of principal executive offices)     (Zip
Code)





Registrant's telephone
number, including area code: (516) 466-3100





Securities
registered pursuant to Section 12(b) of the Act:





Title
      of each class on which registered
                                
                                Name
      of exchangeCommon
      Stock, par value $1.00 per share
                                
                                New
      York Stock
Exchange





Securities
registered pursuant to Section 12(g) of the Act:





NONE





Indicate by check mark if the
registrant is a well-known seasoned issuer as defined in Rule 405 of the
Securities Act.     Yes   ̈No x





Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Act.     Yes   ̈No x





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
 xNo  ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).           Yes
  ̈No  ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form
10-K.           x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer,” and “small reporting company” in Rule 12b-2 of the Exchange
Act.





Large
      accelerated filer  ̈
                Accelerated
      filer  xNon-accelerated
      filer  ̈
                Small
      reporting company  ̈


(Do not
check if a small reporting company)





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


Yes
  ̈No x





As of
June 30, 2009 (the last business day of the registrant’s most recently completed
second quarter), the aggregate market value of all common equity held by
non-affiliates of the registrant, computed by reference to the price at which
common equity was last sold on said date, was approximately $46.2
million.





As of
March 9, 2010, the registrant had 11,380,887 shares of common stock
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





Portions
of the proxy statement for the 2010 annual meeting of stockholders of One
Liberty Properties, Inc., to be filed pursuant to Regulation 14A not later than
April 30, 2010, are incorporated by reference into Part III of this Annual
Report on Form 10-K.





Explanatory
Note





We are
filing this Amendment No. 1 to our Annual Report on Form 10-K for the year ended
December 31, 2009 filed with the Securities and Exchange Commission on March 12,
2010 (the “Original Filing”) to amend information included in “Item 6. Selected
Financial Data” of such report. Specifically, we have:





•
            reduced
      the rental revenues for 2006 and 2005 to correct an error made in
      recalculating rental revenues reported in those years to give effect to
      eight properties sold/disposed of in
2009;





•
            increased
      income from continuing operations and net income from continuing
      operations per share on a basic and diluted basis for 2006 to reflect that
      the gain on sale from a portion of  property we sold in such year
      should be included in continuing operations (and not discontinued
      operations);





•
            with
      respect to the gain on sale referred to above, made corresponding
      offsetting adjustments to  income from discontinued operations and
      net income from discontinued operations per share on a basic and diluted
      basis; and





•
            with
      respect to the balance sheet data, (i) decreased real estate investments,
      net for each of 2007, 2006 and 2005 to reflect that eight properties
      sold/disposed of in 2009 should have been classified as properties held
      for sale in 2007, 2006 and 2005 (and not as real estate investments, net)
      and (ii) added a line item, properties held for sale, to reflect eight
      properties sold/disposed of in 2009 and one property sold in
      2006.





This
Report on Form 10-K/A does not modify or update any other disclosures set forth
in the Original Filing, except as required to reflect the aforementioned amended
information. The net income and net income per share, as reported in Item 6,
were unchanged.  In addition, except for the amended information included
herein, this Form 10-K/A speaks as of the filing date of the Original Filing and
does not update or discuss any other developments affecting us subsequent to the
date of the Original Filing.





Item 6.
Selected Financial
Data.





The following table sets forth the
selected consolidated statement of operations data for each of the periods
indicated, all of which are derived from our audited consolidated financial
statements and related notes. The selected financial data for each of the three
years in the period ended December 31, 2009 should be read together with our
consolidated financial statements and related notes appearing elsewhere in this
Annual Report on Form 10-K and in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” where this data is discussed in
more detail.


2





As of and for the Year Ended
                        December 31,2009
                      
                      
                      2008
                      
                      
                      2007
                      
                      
                      2006
                      
                      
                      2005OPERATING DATA(Note a)
                      
                      (Amounts in Thousands, Except Per Share Data)Rental
      revenues
                      
                      $
                      39,016
                      
                      
                      $
                      36,031
                      
                      
                      $
                      33,439
                      
                      
                      $
                      28,631
                      
                      
                      $
                      22,522Equity
      in earnings (loss) of unconsolidated joint ventures (Note
    b)
                      
                      
                      559
                      
                      
                      
                      622
                      
                      
                      
                      648
                      
                      
                      
                      (3,276
                      )
                      
                      
                      2,102Gain
      on dispositions of real estate of unconsolidated joint
      ventures
                      
                      
                      -
                      
                      
                      
                      297
                      
                      
                      
                      583
                      
                      
                      
                      26,908
                      
                      
                      
                      -Net
      gain on sale of unimproved land, air rights and other
gains
                      
                      
                      -
                      
                      
                      
                      1,830
                      
                      
                      
                      -
                      
                      
                      
                      413
                      
                      
                      
                      10,248Income
      from continuing operations
                      
                      
                      12,320
                      
                      
                      
                      9,943
                      
                      
                      
                      7,685
                      
                      
                      
                      29,439
                      
                      
                      
                      16,832Income
      (loss) from discontinued operations
                      
                      
                      7,321
                      
                      
                      
                      (5,051
                      )
                      
                      
                      2,905
                      
                      
                      
                      6,986
                      
                      
                      
                      4,448Net
      income
                      
                      
                      19,641
                      
                      
                      
                      4,892
                      
                      
                      
                      10,590
                      
                      
                      
                      36,425
                      
                      
                      
                      21,280Weighted
      average number of common shares outstanding:Basic
                      
                      
                      10,651
                      
                      
                      
                      10,183
                      
                      
                      
                      10,069
                      
                      
                      
                      9,931
                      
                      
                      
                      9,838Diluted
                      
                      
                      10,812
                      
                      
                      
                      10,183
                      
                      
                      
                      10,069
                      
                      
                      
                      9,934
                      
                      
                      
                      9,843Net
      income per common share-basicIncome
      from continuing operations
                      
                      $
                      1.15
                      
                      
                      $
                      .98
                      
                      
                      $
                      .76
                      
                      
                      $
                      2.97
                      
                      
                      $
                      1.71Income
      (loss) from discontinued operations
                      
                      
                      .69
                      
                      
                      
                      (.50
                      )
                      
                      
                      .29
                      
                      
                      
                      .70
                      
                      
                      
                      .45Net
      income
                      
                      $
                      1.84
                      
                      
                      $
                      .48
                      
                      
                      $
                      1.05
                      
                      
                      $
                      3.67
                      
                      
                      $
                      2.16Net
      income per common share – dilutedIncome
      from continuing operations
                      
                      $
                      1.14
                      
                      
                      $
                      .98
                      
                      
                      $
                      .76
                      
                      
                      $
                      2.97
                      
                      
                      $
                      1.71Income
      (loss) from discontinued operations
                      
                      
                      .68
                      
                      
                      
                      (.50
                      )
                      
                      
                      .29
                      
                      
                      
                      .70
                      
                      
                      
                      .45Net
      income
                      
                      $
                      1.82
                      
                      
                      $
                      .48
                      
                      
                      $
                      1.05
                      
                      
                      $
                      3.67
                      
                      
                      $
                      2.16Cash
      distributions per share of common stock (Note c)
                      
                      $
                      .08
                      
                      
                      $
                      1.30
                      
                      
                      $
                      2.11
                      
                      
                      $
                      1.35
                      
                      
                      $
                      1.32Stock
      distributions per share of common stock
                      
                      $
                      .80
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -BALANCE SHEET DATAReal
      estate investments, net
                      
                      $
                      345,693
                      
                      
                      $
                      353,113
                      
                      
                      $
                      302,702
                      
                      
                      $
                      309,675
                      
                      
                      $
                      203,050Properties
      held for sale
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      41,340
                      
                      
                      
                      42,166
                      
                      
                      
                      55,072Investment
      in unconsolidated joint ventures
                      
                      
                      5,839
                      
                      
                      
                      5,857
                      
                      
                      
                      6,570
                      
                      
                      
                      7,014
                      
                      
                      
                      27,335Cash
      and cash equivalents
                      
                      
                      28,036
                      
                      
                      
                      10,947
                      
                      
                      
                      25,737
                      
                      
                      
                      34,013
                      
                      
                      
                      26,749Available-for-sale
      securities
                      
                      
                      6,762
                      
                      
                      
                      297
                      
                      
                      
                      1,024
                      
                      
                      
                      1,372
                      
                      
                      
                      163Total
      assets
                      
                      
                      408,686
                      
                      
                      
                      429,105
                      
                      
                      
                      406,634
                      
                      
                      
                      422,037
                      
                      
                      
                      330,583Mortgages
      and loan payable
                      
                      
                      190,518
                      
                      
                      
                      225,514
                      
                      
                      
                      222,035
                      
                      
                      
                      227,923
                      
                      
                      
                      167,472Line
      of credit
                      
                      
                      27,000
                      
                      
                      
                      27,000
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Total
      liabilities
                      
                      
                      228,558
                      
                      
                      
                      265,130
                      
                      
                      
                      235,395
                      
                      
                      
                      241,912
                      
                      
                      
                      175,064Total
      stockholders' equity
                      
                      
                      180,128
                      
                      
                      
                      163,975
                      
                      
                      
                      171,239
                      
                      
                      
                      180,125
                      
                      
                      
                      155,519


3





As of and for the Year Ended
                      December 31,2009
                    
                    
                    2008
                    
                    
                    2007
                    
                    
                    2006
                    
                    
                    2005OTHER DATA(Note d)
                    
                    (Amounts in Thousands, Except Per Share Data)Funds
      from operations
                    
                    $
                    23,272
                    
                    
                    $
                    13,952
                    
                    
                    $
                    18,645
                    
                    
                    $
                    13,707
                    
                    
                    $
                    26,658Funds
      from operations per common share:Basic
                    
                    $
                    2.19
                    
                    
                    $
                    1.37
                    
                    
                    $
                    1.85
                    
                    
                    $
                    1.38
                    
                    
                    $
                    2.71Diluted
                    
                    $
                    2.15
                    
                    
                    $
                    1.37
                    
                    
                    $
                    1.85
                    
                    
                    $
                    1.38
                    
                    
                    $
                    2.71Adjusted
      funds from operations
                    
                    $
                    22,064
                    
                    
                    $
                    12,458
                    
                    
                    $
                    16,621
                    
                    
                    $
                    11,594
                    
                    
                    $
                    25,093Adjusted
      funds from operations per common share:Basic
                    
                    $
                    2.07
                    
                    
                    $
                    1.22
                    
                    
                    $
                    1.65
                    
                    
                    $
                    1.17
                    
                    
                    $
                    2.55Diluted
                    
                    $
                    2.04
                    
                    
                    $
                    1.22
                    
                    
                    $
                    1.65
                    
                    
                    $
                    1.17
                    
                    
                    $
                    2.55





Note
a:  Certain amounts reported in prior periods have been reclassified to
conform to the current year’s presentation, primarily the restatement of prior
periods for discontinued operations.





Note
b:  For the year ended December 31, 2006, “Equity in earnings (loss) of
unconsolidated joint ventures” is after giving effect to $5.3 million, our share
of the mortgage prepayment premium expense incurred in connection with
dispositions of real estate of unconsolidated joint ventures.  This expense
is reflected as interest expense on the books of the joint ventures and is not
netted against the $26.9 million gain on dispositions.





Note
c:  2007 includes a special cash distribution of $.67 per
share.





Note
d:  We consider funds from operations (FFO) and adjusted funds from
operations (AFFO) to be relevant and meaningful supplemental measures of the
operating performance of an equity REIT, and they should not be deemed to be a
measure of liquidity.  FFO and AFFO do not represent cash generated from
operations as defined by generally accepted accounting principles (GAAP) and is
not indicative of cash available to fund all cash needs, including
distributions.  They should not be considered as an alternative to net
income for the purpose of evaluating our performance or to cash flows as a
measure of liquidity.





We
compute FFO in accordance with the “White Paper on Funds From Operations” issued
in April 2002 by the National Association of Real Estate Investment Trusts
(NAREIT).  FFO is defined in the White Paper as “net income (computed in
accordance with generally accepting accounting principles), excluding gains (or
losses) from sales of property, plus depreciation and amortization, and after
adjustments for unconsolidated partnerships and joint ventures. 
Adjustments for unconsolidated partnerships and joint ventures will be
calculated to reflect funds from operations on the same basis.” In computing
FFO, we do not add back to net income the amortization of costs in connection
with our financing activities or depreciation of non-real estate assets. 
Since the NAREIT White Paper only provides guidelines for computing FFO, the
computation of FFO may vary from one REIT to another. We compute AFFO by
deducting from FFO our straightline rent accruals and amortization of lease
intangibles (including our share of our unconsolidated joint
ventures).


4





We
believe that FFO and AFFO are useful and standard supplemental measures of the
operating performance for equity REITs and are used frequently by securities
analysts, investors and other interested parties in evaluating equity REITs,
many of which present FFO and AFFO when reporting their operating
results.  FFO and AFFO are intended to exclude GAAP historical cost
depreciation and amortization of real estate assets, which assures that the
value of real estate assets diminish predictability over time.  In
fact, real estate values have historically risen and fallen with market
conditions.  As a result, we believe that FFO and AFFO provide a
performance measure that when compared year over year, should reflect the impact
to operations from trends in occupancy rates, rental rates, operating costs,
interest costs and other matters without the inclusion of depreciation and
amortization, providing a perspective that may not be necessarily apparent from
net income.  We also consider FFO and AFFO to be useful to us in
evaluating potential property acquisitions.





FFO and
AFFO do not represent net income or cash flows from operations as defined by
GAAP.  FFO and AFFO should not be considered to be an alternative to
net income as a reliable measure of our operating performance; nor should FFO
and AFFO be considered an alternative to cash flows from operating, investing or
financing activities (as defined by GAAP) as measures of liquidity.





FFO and
AFFO do not measure whether cash flow is sufficient to fund all of our cash
needs, including principal amortization, capital improvements and distributions
to stockholders.  FFO and AFFO do not represent cash flows from
operating, investing or financing activities as defined by GAAP.





Management
recognizes that there are limitations in the use of FFO and AFFO.  In
evaluating the performance of our company, management is careful to examine GAAP
measures such as net income and cash flows from operating, investing and
financing activities.  Management also reviews the reconciliation of
net income to FFO and AFFO.





The table
below provides a reconciliation of net income in accordance with GAAP to FFO and
AFFO, as calculated under the current NAREIT definition of FFO, for each of the
years in the five year period ended December 31, 2009 (amounts in
thousands):





2009
                  
                  
                  2008
                  
                  
                  2007
                  
                  
                  2006
                  
                  
                  2005Net
      income (Note 1)
                  
                  $
                  19,641
                  
                  
                  $
                  4,892
                  
                  
                  $
                  10,590
                  
                  
                  $
                  36,425
                  
                  
                  $
                  21,280Add:
      depreciation of properties
                  
                  
                  9,001
                  
                  
                  
                  8,971
                  
                  
                  
                  8,248
                  
                  
                  
                  7,091
                  
                  
                  
                  5,905Add:
      our share of depreciation in unconsolidated joint ventures
                  
                  
                  323
                  
                  
                  
                  322
                  
                  
                  
                  329
                  
                  
                  
                  716
                  
                  
                  
                  1,277Add:
      amortization of deferred leasing costs
                  
                  
                  64
                  
                  
                  
                  64
                  
                  
                  
                  61
                  
                  
                  
                  43
                  
                  
                  
                  101Deduct:
      gain on sales of real estate
                  
                  
                  (5,757
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (3,660
                  )
                  
                  
                  (1,905
                  )Deduct:
      gain on dispositions of real estate of unconsolidated joint
      ventures
                  
                  
                  -
                  
                  
                  
                  (297
                  )
                  
                  
                  (583
                  )
                  
                  
                  (26,908
                  )
                  
                  
                  -Funds
      from operations (Note 1)
                  
                  
                  23,272
                  
                  
                  
                  13,952
                  
                  
                  
                  18,645
                  
                  
                  
                  13,707
                  
                  
                  
                  26,658Deduct:
      straight line rent accruals and amortization of lease
      intangibles
                  
                  
                  (1,151
                  )
                  
                  
                  (1,394
                  )
                  
                  
                  (1,924
                  )
                  
                  
                  (1,950
                  )
                  
                  
                  (1,282
                  )Deduct:
      our share of straight line rent accruals and amortization of lease
      intangibles of unconsolidated joint ventures
                  
                  
                  (57
                  )
                  
                  
                  (100
                  )
                  
                  
                  (100
                  )
                  
                  
                  (163
                  )
                  
                  
                  (283
                  )Adjusted
      funds from operations (Note 1)
                  
                  $
                  22,064
                  
                  
                  $
                  12,458
                  
                  
                  $
                  16,621
                  
                  
                  $
                  11,594
                  
                  
                  $
                  25,093




5





Note
1:  For the year ended December 31, 2008, net income, FFO and AFFO are
after $6 million of impairment charges.  For the year ended December
31, 2006, net income, FFO and AFFO are after giving effect to $5.3 million, our
share of the mortgage prepayment premium expense incurred in connection with the
dispositions of real estate of unconsolidated joint ventures.  This
expense is reflected as interest expense on the books of the joint ventures and
not netted against gain on dispositions. For the year ended December 31, 2005,
net income, FFO and AFFO include $10.2 million from the gain on sale of air
rights.





The table
below provides a reconciliation of net income per common share (on a diluted
basis) in accordance with GAAP to FFO and AFFO.





2009
                  
                  
                  2008
                  
                  
                  2007
                  
                  
                  2006
                  
                  
                  2005Net
      income (Note 2)
                  
                  $
                  1.82
                  
                  
                  $
                  .48
                  
                  
                  $
                  1.05
                  
                  
                  $
                  3.67
                  
                  
                  $
                  2.16Add:
      depreciation of properties
                  
                  
                  .83
                  
                  
                  
                  .88
                  
                  
                  
                  .82
                  
                  
                  
                  .71
                  
                  
                  
                  .60Add:
      our share of depreciation in unconsolidated joint ventures
                  
                  
                  .03
                  
                  
                  
                  .03
                  
                  
                  
                  .03
                  
                  
                  
                  .07
                  
                  
                  
                  .13Add:
      amortization of deferred leasing costs
                  
                  
                  -
                  
                  
                  
                  .01
                  
                  
                  
                  .01
                  
                  
                  
                  .01
                  
                  
                  
                  .01Deduct:
      gain on sales of real estate
                  
                  
                  (.53
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (.37
                  )
                  
                  
                  (.19
                  )Deduct:
      gain on dispositions of real estate of unconsolidated joint
      ventures
                  
                  
                  -
                  
                  
                  
                  (.03
                  )
                  
                  
                  (.06
                  )
                  
                  
                  (2.71
                  )
                  
                  
                  -Funds
      from operations (Note 2)
                  
                  
                  2.15
                  
                  
                  
                  1.37
                  
                  
                  
                  1.85
                  
                  
                  
                  1.38
                  
                  
                  
                  2.71Deduct:  straight
      line rent accruals and amortization of lease intangibles
                  
                  
                  (.11
                  )
                  
                  
                  (.14
                  )
                  
                  
                  (.19
                  )
                  
                  
                  (.20
                  )
                  
                  
                  (.13
                  )Deduct:
      our share of straight line rent accruals and amortization of lease
      intangibles of unconsolidated joint ventures
                  
                  
                  -
                  
                  
                  
                  (.01
                  )
                  
                  
                  (.01
                  )
                  
                  
                  (.01
                  )
                  
                  
                  (.03
                  )Adjusted
      funds from operations (Note 2)
                  
                  $
                  2.04
                  
                  
                  $
                  1.22
                  
                  
                  $
                  1.65
                  
                  
                  $
                  1.17
                  
                  
                  $
                  2.55





Note
2:  For the year ended December 31, 2008, net income, FFO and AFFO is
after $.59 of impairment charges.  For the year ended December 31,
2006, net income, FFO and AFFO is after $.53, our share of the mortgage
prepayment premium expense.  For the year ended December 31, 2005, net
income, FFO and AFFO include $1.04 from the gain on sale of air
rights.  See Note 1 above.


6




PART
IV





Item 15.
Exhibits and Financial
Statement Schedules





(a)  (3)
Exhibits:





ExhibitNo.
              
              Title of Exhibit31.1
              
              Certification
      of President and Chief Executive Officer31.2
              
              Certification
      of Senior Vice President and Chief Financial Officer32.1
              
              Certification
      of President and Chief Executive Officer32.2
              
              Certification
      of Senior Vice President and Chief Financial
  Officer




7