UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549


FORM
10-K/A


Amendment
No. 1





(MARK
      ONE)
                    
                    x
                    ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended  December 31,
      2009OR


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





Commission
file number 1-8594





PRESIDENTIAL REALTY
CORPORATION





(Exact
name of registrant as specified in its charter)





Delaware
                
                13-1954619(State
      or other jurisdiction of
                
                (I.R.S.
      Employerincorporation
      or organization)
                
                Identification
      No.)




180
      South Broadway,
              
              10605White Plains, New York
              
              (Zip
      Code)(Address
      of principal executiveoffices)




Registrant’s
telephone number, including area code        914-948-1300





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





Title of each class
                
                Name
      of each exchange onClass
      B Common Stock
                
                which registeredNYSE
      AMEX LLC





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





Class A Common
Stock


(Title of
class)





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 Section 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 x   No  ̈





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 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 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 smaller reporting
company.  See the definitions of “large accelerated filer”, “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.





Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈ 
      (Do not check if a smaller reporting
company)





Smaller
reporting company  x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).  Yes  ̈   No x





The
aggregate market value of voting stock held by non-affiliates of the registrant
based on the closing price of the stock at June 30, 2009 was $2,581,000. 
The registrant has no non-voting stock.





The
number of shares outstanding of each of the registrant’s classes of common stock
as of March 24, 2010 was 442,533 shares of Class A common stock and 2,957,147
shares of Class B common stock.





Documents Incorporated by
Reference:  None.







PRESIDENTIAL REALTY
CORPORATION




TABLE OF
CONTENTS





Explanatory
                Note
              
              
              1Part
      IIIItem 10.
              Directors,
      Executive Officers and Corporate Governance
              2Item 11.
              Executive
      Compensation
              4Item 12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              9Item 13.
              Certain
      Relationships And Related Transactions, and Director
      Independence
              11Item 14.
              Principal
      Accounting Fees and Services
              12Part
      IV
              Item
      15.
              Exhibits,
      Financial Statement Schedules
              13Signatures
              
              
              14









EXPLANATORY
NOTE





Presidential
Realty Corporation filed with the Securities and Exchange Commission (the “SEC”)
an Annual Report on Form 10-K for the fiscal year ended December 31, 2009
(“2009 Form 10-K”) on March 30, 2010. The Company is filing this
Amendment No. 1 on Form 10-K/A in order to add the Part III
information, which was previously included in the 2009 Form 10-K by
reference to our definitive Proxy Statement that will not be filed before April
30, 2010.




No
attempt has been made in this Amendment No. 1 on Form 10-K/A to modify
or update the other disclosures presented in the 2009 Form 10-K. This
Amendment No. 1 on Form 10-K/A does not reflect events occurring after
the filing of the 2009 Form 10-K. Accordingly, this Amendment No. 1 on
Form 10-K/A should be read in conjunction with the 2009 Form 10-K and
the Company’s other filings with the SEC.




In this
Amendment No. 1 on Form 10-K/A, we also refer to Presidential Realty
Corporation as “Presidential,”, “the Company”, “we,” “us,” “our,” “our
corporation,” or “the corporation.”


1




PART
III





ITEM 10.   
    DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE





Directors
of the Company





As of
April 23, 2010, the directors of the Company were as follows:





Name and Age of Director
                
                Occupation or Principal
                    Employment
                    for Past 5 Years
                
                First
                    Became Director
                    of Presidential or its
                    Predecessor CompanySteven Baruch (71) (1)
      (3)
                
                Executive
      Vice President of Presidential
                
                2007Robert Feder (79) (2)
                
                Partner,
      Cuddy & Feder, Attorneys
                
                1981Jeffrey F. Joseph (68) (1)
                
                President
      and Chief Executive Officer of Presidential
                
                1993Thomas Viertel (68) (1)
      (3)
                
                Executive
      Vice President and Chief Financial Officer of
      Presidential
                
                2009Richard
      Brandt (82)
                
                Chairman Emeritus and Consultant to Trans-Lux
      Corporation until December 31, 2009 (4)
                
                1972Mortimer
      M. Caplin (93)
                
                Partner, Caplin & Drysdale, Attorneys
      (5)
                
                1984





(1)
            Member
      of the Executive Committee of the
Board.




(2)
            Mr.
      Feder was elected Chairman of the Board of Presidential in April,
      2009.




(3)
            Steven
      Baruch and Thomas Viertel are
cousins.




(4)
            Trans-Lux
      Corporation is a manufacturer of stock tickers and electronic displays and
      operates some real estate.





(5)
            Mr. Caplin
      is also a director of Danaher
Corporation.





Executive
Officers of the Company





As of
April 23, 2010, the executive officers of the Company were as
follows:




Name and Age
            
            Position with RegistrantJeffrey
      F. Joseph (68)
            
            President,
      Chief Executive Officer and a DirectorThomas
      Viertel (68)
            
            Executive
      Vice President, Chief Financial Officer and a DirectorSteven
      Baruch (71)
            
            Executive
      Vice President and a DirectorElizabeth
      Delgado (65)
            
            Treasurer
      and Secretary




Mr. Joseph
has been President of the Company since February, 1992 and a Director since
April, 1993.




Thomas
Viertel has been an Executive Vice President of the Company since January, 1993
and its Chief Financial Officer since April of that year and a Director since
June, 2009.  Mr. Viertel is also the Chairman of the Board of Scorpio
Entertainment, Inc., a privately owned company that produces theatrical
enterprises (see “Certain Relationships and
Related Transactions, and Directors Independence”
below).


2




Mr. Baruch
has been an Executive Vice President of the Company since January, 1993 and a
Director since June, 2007. Mr. Baruch is also the President of Scorpio
Entertainment, Inc. (see “Certain Relationships and
Related Transactions, and Directors Independence” below).




Ms. Delgado
has been Treasurer of the Company since 1986 and the Secretary of the Company
since 2002.




Thomas
Viertel and Steven Baruch are cousins.




Section 16(A)
Beneficial Ownership Reporting Compliance




Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires executive officers,
directors and persons who beneficially own more than 10% of a registered class
of our equity securities to file reports of ownership and changes in ownership
with the Securities and Exchange Commission. Executive officers, directors and
greater than 10% stockholders are required by regulations of the Securities and
Exchange Commission to furnish us with copies of all Section 16(a) reports
they file. Based solely on our review of the copies of reports we received, or
written representations that no such reports were required for those persons, we
believe that, for 2009, all statements of beneficial ownership required to be
filed with the Securities and Exchange Commission were filed on a timely
basis.




Code of
Ethics




The
Company has adopted a Code of Ethics that applies to its Chief Executive
Officer, Chief Financial Officer and Principal Accounting Officer, among
others.




Audit
Committee




The
members of the Audit Committee are Richard Brandt, Mortimer Caplin and Robert
Feder. The function of the Audit Committee, which is established in accordance
with Section 3(a)(58)(A) of the Securities and Exchange Act, is to oversee
the accounting and financial reporting process of the Company and the audits of
the financial statements of the Company. Each member of the Audit Committee is
independent (as defined in Section 803A(2) of the NYSE Amex Company Guide).
The Board of the Company has adopted a written Charter for the Audit
Committee.  The Audit Committee held four meetings during the Company’s
last fiscal year.




The Board
of the Company has determined that Richard Brandt, a member of the Audit
Committee, is financially sophisticated as defined by
Section 803B(2)(a)(iii) of the NYSE Amex Company Guide. However, the Board
of the Company has also determined that the Audit Committee does not have any
member who qualifies as a financial expert pursuant to Item 407(d) of
Regulation S-K. The Board does not believe that it is necessary to have a
member of the Audit Committee who meets the definition of a financial expert
pursuant to Item 407(d) of Regulation S-K because all of the members
of the Audit Committee satisfy the NYSE Amex requirements for Audit Committee
membership applicable to NYSE Amex listed companies and, as mentioned above,
Mr. Brandt is a financially sophisticated individual as defined by the NYSE
Amex Company Guide. In addition, all members of the Audit Committee have been
members for at least ten years and are familiar with the business and accounting
practices of the Company.


3




ITEM 11.   
    EXECUTIVE
COMPENSATION




Remuneration
of Executive Officers




The
following table and discussion summarizes the compensation for the two years
ended December 31, 2009 and 2008 of the Principal Executive Officer of the
Company and of the two most highly compensated executive officers of the
Company, who served as such at December 31, 2009.




Summary
Compensation Table




Name and Principal
                    Position (a)
                
                Year
                    (b)
                
                Salary
                    ($)(c)
                
                
                Bonus
                    ($)(d)
                
                
                Stock
                    Awards
                    ($)(e)
                
                
                All Other
                    Compensation
                    ($)(i)
                
                
                Total
                    ($)(j)Jeffrey
      F. Joseph
                
                2009
                
                
                349,809
                
                
                
                0
                
                
                
                0
                
                
                
                32,159
                (1)
                
                
                381,968President,
      Chief
                
                2008
                
                
                344,639
                
                
                
                0
                
                
                
                0
                
                
                
                36,490
                (1)
                
                
                381,129Executive
      Officer andDirectorThomas
      Viertel
                
                2009
                
                
                235,062
                
                
                
                0
                
                
                
                0
                
                
                
                31,415
                (1)
                
                
                266,477Executive
      Vice
                
                2008
                
                
                231,589
                
                
                
                0
                
                
                
                0
                
                
                
                33,799
                (1)
                
                
                265,388President,Chief
      FinancialOfficer
      and DirectorSteven
      Baruch
                
                2009
                
                
                235,062
                
                
                
                0
                
                
                
                0
                
                
                
                30,664
                (1)
                
                
                265,726Executive
      Vice
                
                2008
                
                
                231,589
                
                
                
                0
                
                
                
                0
                
                
                
                29,282
                (1)
                
                
                260,871President
      andDirector





(1)
            The
      Company pays the premiums on life insurance policies on the lives of, and
      owned by, Jeffrey F. Joseph, Thomas Viertel and Steven Baruch. The annual
      premiums for each of years 2009 and 2008 were $15,250 for Mr. Joseph,
      $12,075 for Mr. Viertel and $11,700 for Mr. Baruch. The Company
      provides certain officers with automobiles to be used for business
      purposes but does not prohibit the use of the automobiles for personal
      purposes and pays all of the operating expenses with respect thereto. The
      total automobile expense incurred by the Company for each of the following
      officers for 2009 and 2008 were as follows: Jeffrey F. Joseph, $16,909 and
      $21,240; Thomas Viertel, $19,340 and $21,724; and Steven Baruch, $18,964
      and $17,582.





There
were no grants of restricted stock, options or stock appreciation rights in the
years ended December 31, 2009 and 2008 nor were there any options or stock
appreciation rights outstanding at December 31, 2009.


4





Outstanding
Equity Awards at Fiscal Year-End




Stock AwardsName (a)
              
              Number of
                  Shares or
                  Units of Stock
                  That Have Not
                  Vested
                  (#)
                  (g)(1)
              
              
              Market Value
                  Plan of
                  Shares or
                  Units of
                  Stock That
                  Have Not
                  Vested ($)
                  (h)(1)
              
              
              Equity Incentive
                  Awards: Number
                  of Unearned
                  Shares, Units or
                  Other Rights
                  That Have Not
                  Vested
                  (#)(i)
              
              
              Equity Incentive
                  Plan Awards:
                  Market or Payout
                  Value of
                  Unearned Shares,
                  Units or Other
                  Rights That Have
                  Not Vested
                  ($)(j)Jeffrey
      F. Joseph
              
              
              2,200
              (2)
              
              
              1,4743,600
              (3)
              
              
              2,412Thomas
      Viertel
              
              
              2,700
              (4)
              
              
              1,809Steven
      Baruch
              
              
              2,700
              (4)
              
              
              1,809





(1)
            All
      shares are Class B Common shares issued under the Company’s
      Restricted Stock Plan and are valued at $0.67 per share based on the last
      sales price on the NYSE Amex on December 31,
  2009.





(2)
            This
      amount is part of an award of 11,000 shares granted on July 26,
      2005, of which 2,200 shares were not vested at December 31,
      2009. The unvested balance of the award vests on July 26,
      2010.





(3)
            The
      amount is part of an award of 9,000 shares granted on
      January 11, 2006, of which 3,600 shares were not vested on
      December 31, 2009. The unvested balance of the award vests at the
      rate of 1,800 shares on each of January 11, 2010 and
      January 11, 2011.





(4)
            This
      amount is part of an award of 6,750 shares granted on
      January 11, 2006, of which 2,700 shares were not vested on
      December 31, 2009. The unvested balance of the award vests at the
      rate of 1,350 shares on each of January 11, 2010 and
      January 11, 2011.




Defined
Benefit Pension Plan




The
Company has a Defined Benefit Pension Plan that covers substantially all of its
employees, including the officers listed in the Summary Compensation Table.
Directors who are not employees of the Company are not eligible to participate
in the Plan.




The Plan
is a non-contributory, tax qualified defined benefit plan that provides a
monthly retirement benefit payable for a participant’s lifetime in an amount
equal to the sum of (i) 7.15% of an employee’s average monthly compensation
and (ii) .62% of such employee’s average monthly compensation in excess of the
average Social Security wage base, multiplied in each case by the employee’s
years of service commencing after December 31, 1993 (up to a maximum of
10 years).  Average monthly compensation for these purposes is the
employee’s monthly compensation averaged over the five consecutive Plan years
that produce the highest monthly average within the employee’s last ten years of
service.  However, the amount of compensation taken into account under a
tax qualified plan is limited to $220,000 in 2006, $225,000 in 2007, $230,000 in
2008 and $245,000 in 2009 and thereafter. Effective February 28, 2009, the
Company froze future benefit accruals under the Plan.  Maximum benefits
under the Plan are attainable after ten years of service commencing after
December 31, 1993, and are payable at age 65. Messrs. Joseph, Viertel
and Baruch are all older than 65 and have more than ten years of service
credited under the Plan.


5




Employment
Agreements




The
Company has an employment agreement with Jeffrey F. Joseph, President and Chief
Executive Officer of the Company, that extends through December 31, 2012
and provides for annual increases of compensation based on increases in the cost
of living.  For calendar year 2010, Mr. Joseph agreed with the Board that
his annual salary will be $349,809, the same as in 2009, and that he would forgo
the cost of living increase to which he otherwise would be entitled for 2010.
Subsequent to expiration of the employment agreement, unless his employment is
not otherwise extended, Mr. Joseph will be retained for three years as a
consultant to the Company and receive compensation at a rate equal to 50% of the
basic compensation paid in his last year of employment. The employment agreement
provides that the employee may also become entitled to a bonus for each calendar
year during the employment term based on a formula relating to the Company’s
earnings, which bonus is limited to a maximum amount of 33-1/3% of his annual
basic compensation for that year. The agreement also provides for retirement
benefits commencing four years after retirement in the annual amount of $29,000,
subject to increases based on 50% of any increase in the cost of living
subsequent to the first year of retirement. In 2007, the Company entered into an
Amendment (the “Amendment”) to Mr. Joseph’s employment agreement pursuant
to which Mr. Joseph may, upon 180 days prior written notice to the
Company, voluntarily resign as an officer and director of the Company, in which
event Mr. Joseph will receive a lump sum payment in the amount of
(a) 1.5 times his then annual salary if his resignation is effective in
calendar year 2009; (b) 1.75 times his then annual salary if his
resignation is effective in calendar year 2010; (c) two times his then
annual salary if his resignation is effective in calendar year 2011; and
(d) 2.5 times his then annual salary if the resignation is effective in
calendar year 2012. In addition, pursuant to the Amendment, Mr. Joseph
agrees to provide consulting services to the Company for a period of four years
after the effective date of his resignation for an annual consulting fee equal
to fifty percent of his base salary on the effective date of his resignation. If
during the four year consulting term the Company undergoes a change in control
event (as defined in Treasury Regulation Section 1.409A-3(i) (5)),
Mr. Joseph shall have no further obligation to provide consulting services
to the Company, and the Company shall pay to him, without discount, the balance
of what would have otherwise been the consulting fees payable to him during the
balance of the four year consulting term. During the consulting term,
Mr. Joseph shall not engage in any activity that the Company, in its
reasonable opinion, deems to be in competition or conflict with the business
and/or interests of the Company.


6




The
Company also has employment agreements with Steven Baruch, Executive Vice
President of the Company, and Thomas Viertel, Executive Vice President and Chief
Financial Officer of the Company, that extend to December 31, 2012 and
provide for annual increases of compensation based on increases in the cost of
living.  For calendar year 2010, each of Mr. Baruch and Mr. Viertel agreed
with the Board that his annual salary will be $235,062, the same as in 2009, and
that he would forgo the cost of living increase to which he otherwise would be
entitled for 2010. Subsequent to expiration of the employment agreement, unless
his employment is not otherwise extended, the employee will be retained for
three years as a consultant to the Company and receive compensation at a rate
equal to 50% of the basic compensation paid in the last year of employment. The
employment agreements provide that the employees may also become entitled to a
bonus for each calendar year during the employment term based on a formula
relating to the Company’s earnings, which bonus is limited to a maximum amount
of 33-1/3% of the annual basic compensation for that year. Each of the
agreements also provides for retirement benefits commencing four years after
retirement in the annual amount of $29,000, subject to increases based on 50% of
any increase in the cost of living subsequent to the first year of retirement.
The Company’s employment agreements with Mr. Baruch and Mr. Viertel
permit them to spend a reasonable amount of their time during normal business
hours on matters related to Scorpio Entertainment, Inc., a company which is
engaged in theatrical productions, so long as their time and efforts for Scorpio
Entertainment, Inc. do not conflict or interfere with the performance of their
duties for the Company and they diligently perform their duties for the Company
to the satisfaction of the Board (see “Certain Relationships and
Related Transactions, and Director Independence” below).




During
the retirement periods under the above agreements, Messrs. Joseph, Baruch
and Viertel will also be entitled to the continuation of certain life, group
health and disability insurance benefits. None of the employment contracts
described above provide death benefits for the recipients or for funding by
Presidential of the anticipated retirement benefits.




The
Company also has an employment agreement with Elizabeth Delgado, the Company’s
Secretary and Treasurer, that extends through December 31, 2011 and provides for
annual compensation of $158,374 for calendar year 2010, with compensation for
subsequent years to be established by the Compensation Committee.  The
employment agreement provides that the Company will pay $75,000 to the employee
upon retirement.  The employment agreement may be terminated by the
Company upon 90 days prior written notice to employee and upon payment of
$200,000 to employee in addition to the $75,000 referred to
above.  Upon the sale of all or substantially all of the assets of the
Company or the liquidation of the Company, the Company shall pay Ms. Delgado the
sum of $175,000.  During the employment period, if Ms. Delgado becomes
so physically or mentally incapacitated as to be unable to perform her normal
duties, she is entitled to receive her full compensation until such time as such
incapacity shall have endured for one year from onset, regardless of whether the
employment period expires by its terms during that period. Thereafter, during
the balance of the employment period, if any, she is entitled to receive
one-half of the full compensation.


7




Compensation
of Directors




The
Company pays each director (other than Messrs. Joseph, Baruch, and Viertel)
$20,000 per annum, plus $2,000 for each meeting of the Board and the annual
meeting of the Audit Committee attended, and $1,500 for attendance at each
meeting of the Compensation Committee and all other meetings of the Audit
Committee, plus reimbursement of expenses. In addition, the Chairman of the
Audit Committee and the Compensation Committee receives an additional $1,000 per
annum in each case. A portion of these directors’ fees is paid by the issuance
of 1,000 shares of the Company’s Class B common stock to each
director. The Company ordinarily does not pay any other compensation to
directors for their services as Directors.





Presidential
also had an employment agreement with Robert Shapiro, a director until his
retirement in April, 2009, who had previously been an executive officer and
director of the Company since 1961, providing for stipulated annual payments for
life (plus continuation of life, group health and disability insurance
benefits). The annual cash retirement benefits paid under this agreement in 2009
until his death in April, 2009 (including insurance premiums and reimbursement
for medical expenses) was $77,066.





The
following table reflects the compensation in 2009 for each member of the
Company’s Board as described above.




Director
Compensation Table




Name (a)
                
                Fees
                    Earned or
                    Paid in
                    Cash
                    ($)(b)
                
                
                Stock
                    Awards
                    ($)(c)
                
                
                Option
                    Awards
                    ($)(d)
                
                
                Non-Equity
                    Incentive
                    Plan
                    Compensation
                    ($)(e)
                
                
                Nonqualified
                    Deferred
                    Compensation
                    Earnings
                    ($)(f)
                
                
                All Other
                    Compensation
                    ($)(g)
                
                
                Total
                    ($)(h)Steven
      Baruch
                
                
                0
                (1)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                0Richard
      Brandt
                
                
                45,500
                (2)
                
                
                (2
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                45,500Mortimer
      Caplin
                
                
                43,500
                (2)
                
                
                (2
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                43,500Robert
      Feder
                
                
                43,500
                (2)
                
                
                (2
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                43,500Jeffrey
      Joseph
                
                
                0
                (1)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                0Thomas
      Viertel
                
                
                0
                (1)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                0




(1)
            These
      Directors receive no compensation for their services as Directors.
      Mr. Joseph is the President and Chief Executive Officer of the
      Company, Mr. Baruch is an Executive Vice President of the Company and
      Mr. Viertel is Executive Vice President and Chief Financial Officer of the
      Company and their compensation is set forth in the Summary Compensation
      Table.





(2)
            As
      described above, each of these Directors receives a portion of his
      Director’s fees by the issuance of 1,000 shares of the Company’s
      Class B common stock. The market value of the shares reduces the fees
      otherwise to be paid in cash. In 2009, the value of the 1,000 shares
      issued to each of these Directors was $1,610 so that the fee otherwise
      paid to each Director in cash (as shown in column (b)) in 2009 was reduced
      by that amount.


8


ITEM
      12.
            SECURITY OWNERSHIP OF
      CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS





As of
April 23, 2010, there were 442,533 shares of Class A common stock and 2,960,147
shares of Class B common stock outstanding.




Security
Ownership of Management




As of
April 23, 2010, the directors and executive officers of Presidential owned
beneficially the following amounts and percentages of the Class A and
Class B common stock of Presidential:




Name of
                    Beneficial Owner
                
                Class A Common
                    Beneficially Owned
                  and Percentage of
                  Class
                
                
                Class B Common
                    Beneficially Owned
                    and Percentage of
                  Class
                
                
                Percentage of
                    all Outstanding
                    Stock (Class A
                  and B Combined)Number
                  of
                  shares
                
                
                %
                
                
                Number
                  of
                  shares
                
                
                %
                
                
                %Richard
      Brandt, Director
                
                
                –
                
                
                
                -
                
                
                
                18,000
                
                
                
                *
                
                
                
                *Mortimer
      Caplin, Director
                
                
                –
                
                
                
                -
                
                
                
                92,866
                (1)
                
                
                3.1
                %
                
                
                2.7
                %Robert
      Feder, Chairman of Board
                
                
                916
                (2)
                
                
                *
                
                
                
                21,552
                (2)
                
                
                *
                
                
                
                *Jeffrey
      F. Joseph, Director, Chief Executive Officer and President
                
                
                199,735
                (3)
                
                
                45.1
                %
                
                
                134,721
                
                
                
                4.6
                %
                
                
                9.8
                %Thomas
      Viertel, Director, Executive Vice President and Chief Financial
      Officer
                
                
                214,834
                (3)
                
                
                48.6
                %
                
                
                34,898
                
                
                
                1.2
                %
                
                
                7.3
                %Steven
      Baruch, Director and Executive Vice President
                
                
                209,237
                (3)(4)
                
                
                47.3
                %
                
                
                41,858
                (4)
                
                
                1.4
                %
                
                
                7.4
                %Elizabeth
      Delgado, Treasurer and Secretary
                
                
                –
                
                
                
                -
                
                
                
                12,023
                
                
                
                *
                
                
                
                *All
      officers and directors as a group (7 persons)
                
                
                227,252
                (5)
                
                
                51.4
                %
                
                
                355,918
                (5)
                
                
                12.0
                %
                
                
                17.1
                %


* Less
than 1% of the class of stock.


(1)
              Includes
      47,775 Class B shares held by a private charitable foundation
      established by Mr. Caplin, the beneficial ownership of which is
      disclaimed.


(2)
              Includes
      124 Class A shares and 3,037 Class B shares held by
      Mr. Feder’s wife, the beneficial ownership of which is
      disclaimed.


(3)
              Includes
      198,735 Class A shares owned by Pdl Partnership, a general
      partnership owned by Mr. Joseph, Mr. Viertel and
      Mr. Baruch. See “Security Ownership of
      Certain Beneficial
Owners.”


(4)
              Includes
      4,762 Class A shares and 9,031 Class B shares held as co-trustee
      under a trust, the beneficial ownership of which is
      disclaimed.


(5)
              Such
      amount includes (i) 198,735 shares of Class A common stock
      owned by Pdl Partnership (see note 3 above) and
      (ii) 4,886 shares of Class A common stock and
      59,843 shares of Class B common stock held in trust or in the
      names of wives, the beneficial ownership of which is disclaimed by the
      respective persons.


9




Except as
set forth in the notes to the table, each of the owners of the shares set forth
in the table has the sole voting and dispositive power over such shares except
that any such owner has no voting or dispositive power over shares the
beneficial ownership of which is disclaimed.




Security
Ownership of Certain Beneficial Owners




As of
April 23, 2010, the following persons owned beneficially the following amounts
and percentages of the Class A and Class B common stock of
Presidential:




Class
      A
                                        
                                        
                                        Class
      B
                                        
                                        
                                        Percentage
      ofCommon
      Stock
                                        
                                        
                                        Common
      Stock
                                        
                                        
                                        all
      OutstandingBeneficially
      Owned
                                        
                                        
                                        Beneficially
      Owned
                                        
                                        
                                        Stock
      (Classand
      Percentage
                                        
                                        
                                        and
      Percentage
                                        
                                        
                                        A
      and Bof Class
                                        
                                        
                                        of Class
                                        
                                        
                                        Combined)Number
                                        
                                        
                                        
                                        
                                        
                                        NumberName and Address
                                        
                                        of shares
                                        
                                        
                                        %
                                        
                                        
                                        of shares
                                        
                                        
                                        %
                                        
                                        
                                        %Pdl
      Partnership
                                          180
      South Broadway
                                          White
      Plains, NY 10605
                                        
                                        
                                        198,735
                                        (1)
                                        
                                        
                                        44.9
                                        %
                                        
                                        None
                                        
                                        
                                        None
                                        
                                        
                                        
                                        5.9
                                        %


(1)
            Such
      amount does not include 27,601 shares owned by certain partners of
      Pdl Partnership, including 4,762 shares owned by a partner as
      trustee, the beneficial ownership of which 4,762 shares is
      disclaimed. The partners of Pdl Partnership are Jeffrey F. Joseph, Steven
      Baruch and Thomas Viertel, each of whom is an officer and director of
      Presidential.




The
Company’s management knows of no other persons owning beneficially more than 5%
of either the outstanding Class A common stock or the outstanding
Class B common stock of the Company.




Neither
Pdl Partnership nor its partners have any contract, arrangement, understanding
or relationship (legal or otherwise) with respect to any securities of the
Company, except as described in this paragraph. 212,648 shares of
Class A common stock owned by Pdl Partnership or its partners are pledged
to the estate of Robert E. Shapiro, a former director, and The Joseph Viertel
Trust, Thomas Viertel, Jack Viertel, Linda Viertel, Alice Krieger, Dennis
Krieger and Patricia Daly as security for loans previously made in connection
with the purchase of 134,334 shares of Class A common stock by Pdl
Partnership’s predecessor-in-interest. The partners of Pdl Partnership have
entered into an Agreement pursuant to which they have agreed among themselves
that the Class A shares owned by Pdl Partnership may (1) be voted by
Pdl Partnership only by action of any two of them or (2) be sold by Pdl
Partnership only with the approval of any two of them.


10


ITEM
      13.
            CERTAIN RELATIONSHIPS
      AND RELATED TRANSACTIONS, AND DIRECTOR
  INDEPENDENCE





Certain
Transactions




Presidential
currently has a loan outstanding to certain affiliates of Ivy Properties, Ltd.
(collectively “Ivy”) as more fully described below. Ivy is owned by Thomas
Viertel, Steven Baruch and Jeffrey Joseph (the “Ivy Principals”). Pdl
Partnership, a partnership which is wholly owned by the Ivy Principals,
currently owns 198,735 shares of the Company’s Class A common stock.
As a result of the ownership of these shares by Pdl Partnership, together with
the ownership of an aggregate of 27,601 additional shares of Class A common
stock individually by the Ivy Principals, Pdl Partnership and the Ivy Principals
have beneficial ownership of an aggregate of approximately 51% of the
outstanding shares of Class A common stock of the Company, which class of
stock is entitled to elect two-thirds of the Board of the Company. By reason of
such beneficial ownership, the Ivy Principals are in a position substantially to
control elections of the Board of the Company.




The Board
has adopted a resolution pursuant to which Presidential will not make any loan
to Ivy nor enter into any other material transaction with Ivy unless such
transaction is unanimously approved by the Directors of Presidential who are not
otherwise affiliated with Presidential or Ivy (with no more than one
abstention).




As part
of a Settlement Agreement effectuated in November, 1991 between Presidential and
Ivy, certain of Presidential’s outstanding nonrecourse loans to Ivy (most of
which had previously been written down to zero) were modified and consolidated
into two nonrecourse loans (collectively, the “Ivy Consolidated Loan”) which
currently has an aggregate outstanding principal balance of $4,770,050 and a net
carrying value of zero. In 1996, Presidential and the Ivy Principals agreed to
modify the Settlement Agreement to provide that the only payments required under
the Ivy Consolidated Loan would be paid by the Ivy Principals in an amount equal
to 25% of the operating cash flow (after provision for certain reserves) of
Scorpio Entertainment, Inc., a company owned by two of the Ivy Principals that
acts as a producer of theatrical productions. To the extent that Presidential
receives payments under this note, such payments will be applied to unpaid and
unaccrued interest and recognized as income. During 2009, Presidential did not
receive any interest on the Ivy Consolidated Loan. At December 31, 2009, the
total unpaid and unaccrued interest on the Ivy Consolidated Loan was $3,677,702.
Presidential does not expect to recover any of the principal amount of the Ivy
Consolidated Loan.




Independent
Directors




The Board
has determined that Richard Brandt, Mortimer Caplin and Robert Feder are
independent directors pursuant to Section 803A(2) of the NYSE Amex Company
Guide.


11


ITEM
      14.
            PRINCIPAL ACCOUNTING
      FEES AND SERVICES





Audit
Fees




The
following table presents fees billed for professional services rendered by Holtz
Rubenstein Reminick LLP (“Holtz Rubenstein”) for the audit of the Company’s
financial statements for the fiscal years ended December 31, 2009 and
December 31, 2008 and fees for other services rendered by Holtz Rubenstein
during those periods.





2009
                  
                  
                  2008Audit
      Fees (a)
                  
                  $
                  145,500
                  
                  
                  $
                  135,000Audit-Related
      Fees (b)
                  
                  
                  34,500
                  
                  
                  
                  38,100Tax
      Fees (c)
                  
                  
                  28,920
                  
                  
                  
                  21,000Total
                  
                  $
                  208,920
                  
                  
                  $
                  194,100





(a)
            Fees
      for audit services consisted of the audit of the Company’sannual
      consolidated financial statements and review of theCompany’s
      quarterly financial statements.





(b)
            Fees
      for audit related services consisted of audits of theCompany’s
      wholly-owned subsidiaries and research into variousaccounting
      issues.





(c)
            Tax
      fees consisted of federal, state and local income tax returnassistance
      and REIT compliance testing.





All
audit-related services, tax services and other services in 2009 and 2008 were
pre-approved by the Audit Committee except for approximately $6,000 in tax fees
payable to Holtz Rubenstein in 2009 (approximately 3% of the total fees paid to
it in 2009), which were approved by the Audit Committee after their
incurrence.  The Audit Committee concluded that the provision of the
foregoing services by Holtz Rubenstein was compatible with the maintenance of
Holtz Rubenstein’s independence in the conduct of its auditing
functions.




Policy on
Pre-Approval of Independent Registered Public Accounting Firm




The Audit
Committee is responsible for appointing, setting compensation and overseeing the
work of the independent registered public accounting firm. The Audit Committee
has established a policy regarding pre-approval of all audit and non-audit
services provided by our Company’s independent registered public accounting
firm.




On an
on-going basis, management communicates specific projects and categories of
service for which the advance approval of the Audit Committee is requested. The
Audit Committee reviews these requests and advises management if the Audit
Committee approves the engagement of the independent registered public
accounting firm. The Audit Committee may also delegate the ability to
pre-approve audit and permitted non-audit services to one or more of its
members, provided that any pre-approvals are reported to the Audit Committee at
its next regularly scheduled meeting.


12


PART
IV





ITEM
      15.
            EXHIBITS, FINANCIAL
      STATEMENT SCHEDULES





Exhibits:





ExhibitNo.
                  
                  Title31.1
                  
                  Certification
      of Chief Executive Officer of the Company pursuant to Rule 13a-14(a) of
      the Securities Exchange Act of 1934, as amended.31.2
                  
                  Certification
      of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of
      the Securities Exchange Act of 1934, as
amended.


13


SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





PRESIDENTIAL
      REALTY CORPORATIONBy:
                    /s/ THOMAS VIERTELThomas
      ViertelChief
      Financial OfficerApril
      28, 2010





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.





Signature and Title
                
                DateBy:
                /s/ ROBERT FEDER
                
                April
      28, 2010Robert
      FederChairman
      of the Board ofDirectors
      and DirectorBy:
                /s/ JEFFREY F. JOSEPH
                
                April
      28, 2010Jeffrey
      F. JosephPresident,
      Chief Executive OfficerAnd
      Director(Principal
      Executive Officer)By:
                /s/ THOMAS VIERTEL
                
                April
      28, 2010Thomas
      ViertelExecutive
      Vice President,Chief
      Financial Officerand
      Director(Principal
      Financial Officer)By:
                /s/ ELIZABETH DELGADO
                
                April
      28, 2010Elizabeth
      DelgadoTreasurer(Principal
      Accounting Officer)By:
                /s/ STEVEN BARUCH
                
                April
      28, 2010Steven
      BaruchExecutive
      Vice Presidentand
      DirectorBy:
                /s/ RICHARD BRANDT
                
                April
      28, 2010Richard
      BrandtDirectorBy:
                /s/ MORTIMER M. CAPLIN
                
                April
      28, 2010Mortimer
      M. CaplinDirector


14