CHANGE OF CONTROL AGREEMENT

     This Agreement dated as of June 9, 1993 between HRE
Properties (the "Trust") and Willing L. Biddle ("Employee").

     The Employee is currently employed by the Trust and the
Employee's services are valued by the Trust.

     The Trust recognizes that the possibility of a change
of control of the Trust may result in the departure or
distraction of the Employee, to the detriment of the Trust
and its shareholders.

     The Trust wishes to assure the Employee of fair severance 
should his employment terminate in certain specified
circumstances following a change of control.

     In consideration of the Employee' continued employment
by the Trust, and for other good and valuable consideration,
the parties hereto hereby agree as follows:

     1.       Termination Benefits.  If the employment of
              the Employee is terminated by the Employee for
              Good Reason or by the Trust for any reason 
              other than for Cause, within 18 months following 
              a Change of Control,
     
              (a)   the Trust shall pay Employee an amount
                    equal to 6 months of Employee's rate of
                    base salary (exclusive of any bonus or
                    other benefit) in effect at the date of
                    the Change of Control.  Such amount
                    shall be payable in cash in a lump sum
                    within 45 days after such termination;
                    and 

              (b)   the Trust shall continue in force and
                    effect for 6 months after termination
                    (the "Continuation of Benefits Period")
                    an at the same level and for the benefit
                    of the Employee's family, where applicable, 
                    all life insurance, disability,
                    medical and other benefit programs or
                    arrangements in which the Employee is
                    participating or to which the Employee
                    is entitled at the date of the Change of
                    Control, provided that the Employee's
                    continued participation is possible
                    under such programs and arrangements. 
                    In the event that such continued participation 
                    is not possible, the Trust shall
                    arrange to provide the Employee with
                    benefits similar to those which Employee
                    would be entitled to receive under such
                    programs and arrangements.  Without
                    limiting the foregoing, the benefits
                    continuation shall include a lump sum
                    cash payment to the Employee within 45
                    days of such termination in lieu of
                    Trust contributions on behalf of the
                    Employee under the HRE Properties Profit
                    Sharing and Savings Plan.  the amount of
                    such payment shall be the product of (i)
                    the number of months in the Continuation
                    of Benefits Period and (ii) 1/12 of 7%
                    (or such other percentage reflected in
                    the Trust's most recent annual contribution 
                    determined prior to the Change of
                    Control) times the Employee's annual
                    salary rate in effect immediately prior
                    to the termination date or, if greater,
                    the Employee's annual salary rate in
                    effect immediately prior to the Change
                    of Control.

              Payments under this Section 1 shall be reduced
              to the extent, but only the extent, necessary
              to provide that no "payment in the nature of
              compensation" to (or for the benefit of) the
              Employee which is "contingent" on the Change
              of Control would fail to be deductible for
              federal income tax purposes by reason of section 
              280G of the Internal Revenue Code of
              1986, as amended (the "Code").  As used in
              this Section, the words "payment in the nature
              of compensation" and "contingent" shall be
              construed and applied in a manner consistent
              with the meaning of those words under section
              280G of the code and regulations thereunder. 
              The determination as to whether and to what
              extent a reduction in payments under this
              Section 1 is necessary to avoid the nondeductibility 
              of any payment under section 280G of
              the Code shall be made at the Trust's expense
              by Arthur Andersen & Co. or by such other
              certified public accounting firm as the Compensation 
              Committee of the Trustees may designate 
              prior to a Change of Control.  In the
              event of any underpayment or overpayment under
              this Section 1, as determined by Arthur Andersen & Co. 
              (or such other firm as may have been
              designated in accordance with the preceding
              sentence), the amount of such underpayment or
              overpayment shall forthwith be paid to the
              Employee or refunded to the Trust, as the case
              may be, with interest rate at the applicable
              federal rate provided for in section 7872(f)(-2) of the Code.

     2.       Definitions.  The definitions in Appendix A
              are hereby incorporated in this Agreement.

     3.       No Duty to Mitigate Damages.  The Employee's
              benefits under this Agreement shall be considered 
              severance pay in consideration of his
              past service and his continued service from
              the date of this Agreement, and his entitlement 
              thereto shall neither be governed by any
              duty to mitigate his damages by seeking further 
              employment nor offset by any compensation
              which he may receive from future employment.

     4.       Withholding.  Anything herein to the contrary
              notwithstanding, all payments required to be
              made by the Trust hereunder to the Employee
              shall be subject to the withholding of such
              amounts, if any, relating to tax and other
              payroll deductions as the Trust may reasonably
              determine it should withhold pursuant to any
              applicable law or regulation.

     5.       Legal Fees and Expenses; Interest.  The Trust
              shall pay all reasonable legal fees and expenses 
              incurred by the Employee in successfully 
              obtaining any right  or benefit to which
              the Employee is entitled under this Agreement. 
              Any amount payable under this Agreement that
              is not paid when due shall accrue interest at
              the base rate as from time to time in effect
              at the First National Bank of Boston, until
              paid in full.

     6.       Arbitration.  Any dispute or controversy arising 
              under or in connection with this Agreement
              shall be settled exclusively by arbitration in
              New York City in accordance with the rules of
              the American Arbitration Association then in
              effect.  The parties shall attempt to select a
              mutually agreeable arbitrator who shall promptly 
              convene a hearing to resolve submitted
              disputes.  If the parties are unable to agree
              upon such an arbitrator within 20 days from
              initial contact, the American Arbitration
              Association shall be requested by either party
              to submit a list of at least seven arbitrators
              from which the parties  shall attempt to select 
              one by agreement.  In the event they do
              not so agree, they shall alternately strike
              names from this list beginning with the Employee, 
              until a single name remains.  The
              remaining person shall be appointed to hear
              and decide the parties' disputes,  drawing his
              authority and the bases for decision from this
              Agreement.  The arbitrator will resolve all
              submitted matters in a written decision with
              expedition.  Judgement may be entered on the
              arbitrator's award in any court having jurisdiction.

     7.       Notices.  All notices shall be in writing and
              shall be deemed given five days after mailing
              in the continental United States by registered
              or certified mail, or upon personal receipt
              after delivery, telex, telecopy or telegram,
              to the party entitled thereto at the address
              stated below or to such changed address as the
              addressee may have given by a similar notice:

              To the Trust:        HRE Properties
                                   530 Fifth Avenue
                                   New York, New York 10036

              To the Employees:    At his home address,
                                   as last shown on the 
                                   records of the Trust

     8.       Severability.  In the event that any provision
              of this Agreement shall be determined to be
              invalid or unenforceable, such provision shall
              be enforceable in any other jurisdiction in
              which valid and enforceable and in any event
              the remaining provisions hereof shall remain
              in full force and effect to the fullest extent
              permitted by law.

     9.       Binding Agreement.  This Agreement shall be
              binding upon and inure to the benefit of the
              parties and be enforceable by the Employee's
              personal or legal representatives or successors.  
              If the Employee dies while any amounts
              would still be payable to him hereunder, such
              amounts shall be paid to the Employee's estate.  
              This Agreement shall not otherwise be
              assignable by the Employee.

     10.      Successors.  This Agreement shall inure to and
              be binding upon the Trust's successors.  The
              Trust will require any successor to all or
              substantially all of the businesses and/or
              assets of the Trust by sale, merger (where the
              Trust is not the surviving entity), lease or
              otherwise, to assume  expressly this Agreement.  
              If the Trust shall not obtain such
              agreement prior to the effectiveness of any
              such succession, the Employee shall have all
              rights resulting from termination of the Employee's 
              employment under this Agreement.  This
              Agreement shall not otherwise be assignable by
              the Trust.

     11.      Amendment or Modification; Waiver.  This Agreement 
              may not be amended unless agreed to in
              writing by the Employee and the Trust.  No
              waiver by either party of any breach of this
              Agreement shall be deemed a waiver of a subsequent breach.

     12.      Continued Employment.  This agreement shall
              not confer upon the Employee any right of
              continued or further employment by the Trust
              or any right to compensation or benefits from
              the Trust except the right specifically stated
              herein to certain severance benefits, and
              shall not limit the right of the Trust to
              terminate the Employee's employment at any
              time, except as may be otherwise provided in a
              written employment agreement between the Trust
              and the Employee.

     13.      Governing Law.  The validity, interpretation,
              performance and enforcement of this Agreement
              shall be governed by the law of The Commonwealth 
              of Massachusetts.

     14.      Liability of Shareholders.  This Agreement is
              executed by or on behalf of the Trustees of
              the Trust solely in their capacity as such
              Trustees, and shall not constitute their personal 
              obligation either jointly or severally
              in their individual capacities.  The shareholders, 
              Trustees, officers or agents of the
              Trust shall not be personally liable for any
              obligations of the Trust under this Agreement
              and all parties hereto shall look solely to
              the property of the Trust for the payment of
              any claim hereunder.

     IN WITNESS WHEREOF the parties have duly executed the
Agreement as of the above date.


                                                             
                                        /s/WILLING L. BIDDLE 
                                        Employee: 
                                        Willing L. Biddle


                                        HRE PROPERTIES

                                        By:/s/CHARLES J URSTADT  
                               
                                        Title: President

          APPENDIX A TO CHANGE OF CONTROL AGREEMENT

     "Change of Control" shall mean the occurrence of any
one of the following events:

     (a)      any Person becomes the owner of 20% or more of
              the Trust's Common Shares and thereafter individuals 
              who were not Trustees of the Trust
              prior to the date such  Person became a 20%
              owner are elected as Trustees pursuant to an
              arrangement or understanding with, or upon the
              request of or nomination by, such Person and
              constitute at least two of the Trustees; or

     (b)      there occurs a change of control of the Trust
              of a nature that would be required to be reported 
              in response to Items 1a of Form 8-K
              pursuant to Section 13 or 15 under the Securities 
              Exchange Act of 1934 ("Exchange Act"), or
              in any other filing by the Trust with the
              Securities and Exchange Commission (the "Commission"); or

     (c)      there occurs any solicitation of proxies by or
              on behalf of any Person other than the Trustees 
              of the Trust and thereafter individuals
              who were not Trustees prior to the commencement 
              of such solicitation are elected as Trustees 
              pursuant to an arrangement or understanding 
              with, or upon the request of or nomination
              by, such Person and constitute at least two of
              the Trustees.

     (d)      the Trust executes an agreement of acquisition, 
              merger or consolidation which contemplates 
              that (i) after the effective date provided for           
              in the agreement, all or substantially 
              all of the business and/or assets of
              the Trust shall be owned, leased or otherwise
              controlled by another corporation or other
              entity and (ii) individuals who are trustees
              of the Trust when such agreement is executed
              shall not constitute a majority  of the trustees 
              or board of directors of the survivor or
              successor entity immediately after the effective 
              date provided for in such agreement;
              provided, however, for purposes of this paragraph (c) 
              that if such agreement requires as a
              condition precedent approval by the Trust's
              shareholders of the agreement or transaction,
              a Change of Control shall not be deemed to
              have taken place unless and until such approval is secured.

     "Common Shares" shall mean the then outstanding Common
Shares of the Trust plus, for purposes of determining the
ownership of any Person, the number of unissued shares of
Common Shares which such Person has the right to acquire
(whether such right is exercisable immediately or only after
the passage of time) upon the exercise of conversion rights,
exchange rights, warrants or options or otherwise.

     "Person" shall have the meaning used in Section 13(d)
of the Exchange Act, as in effect on December 31, 1984.  A
Person shall be deemed to be the "owner" of any common
Shares:

     (a)      of which such Person would be the "beneficial
              owner", as such term is defined in Rule 13d-3
              promulgated by the Commission under the Exchange 
              Act, as in effect on December 31, 1984;or

     (b)      of which Person would be the "beneficial owner", 
              as such term is defined under Section 16
              of the Exchange Act and the rules of the Commission 
              promulgated thereunder, as in effect
              on December 31, 1984; or

     (c)      which such Person or any of its Affiliates or
              Associates (as such terms are defined in Rule
              12b-2 promulgated by the Commission under the
              Exchange Act, as in effect on December 31,
              1984), has the right to acquire (whether such
              right is exercisable immediately or only after
              the passage of time) pursuant to any agreement, 
              arrangement or understanding or upon the
              exercise of conversion rights, exchange
              rights, warrants or options or otherwise.

     Termination for "Cause" shall mean termination of the
Employee's employment  by the Trust because of dishonesty,
conviction of a felony, gross neglect of duties (other than
as a result of disability or death), or conflict of interest
(other than any conflict of interest which has been fully
disclosed to the Trustees and has been determined by them
not to be material), which, in the case of gross neglect or
conflict, shall continue for 30 days after the Trust gives
written notice to the Employee requesting the cessation of
such gross neglect or conflict, as the case may be.

     Termination for "Good Reason" shall have the following
meanings.

     Termination for "Good Reason" shall mean the voluntary
termination by the Employee of his employment within 90 days
after the occurrence of any one of the following events
without the Employee's express written consent:

     (a)      the assignment to him of any duties inconsistent 
              with his positions, duties, responsibilities, 
              reporting requirements, and status with
              the Trust immediately prior to a Change of
              Control, or a substantive change in the 
              Employee's titles or offices as in effect immediately 
              prior to a Change of Control, or any
              removal of the Employee from or any failure to
              reelect him to such positions, except in connection 
              with the termination of the Employee's
              employment by the Trust for Cause or by the
              Employee other than for good Reason; or any
              other action by the Trust which results in a
              diminishment in such position, authority,
              duties or responsibilities, other than an
              insubstantial and inadvertent action which is
              remedied by the Trust promptly after receipt
              of notice thereof given by the Employee; or

     (b)      if the Employee's base salary for any fiscal
              year is less than 100 percent of the base
              salary paid to the Employee in the completed
              fiscal year immediately preceding the Change
              of Control, or if the Employee's total cash
              compensation opportunities, including salary
              and incentives, for any fiscal year are less
              than 100 percent of the total cash compensation 
              opportunities made available to the 
              Employee in the completed fiscal year immediately 
              preceding the Change of Control; or


     (c)      the failure of the Trust to continue in effect
              any benefits or perquisites, or any pension,
              life insurance, medical insurance or disability 
              plan in which the Employee was participating 
              immediately prior to a Change of control
              unless the Trust provides the employee with a
              plan or plans that provide substantially similar 
              benefits, or the taking of any action by
              the Trust that would adversely affect the
              Employee's participation in or materially
              reduce the Employee's benefits under any of
              such plans or deprive the Employee of any
              material fringe benefit enjoyed by the Employee 
              immediately prior to a Change of Control; or 

     (d)      any relocation of the Employee outside Manhattan 
              in New York City; or

     (e)      the Trust sells or otherwise disposes of, in
              one transaction or a series of related transactions, 
              assets or earning power aggregating
              more than 50% of the assets (taken at asset
              value as stated on the books of the Trust
              determined in accordance with generally accepted 
              accounting principles consistently
              applied) or earning power of the Trust to any
              other Person or Persons; or

     (f)      any other breach by the Trust of any provision
              of this Agreement, provided that the same
              shall have continued unremedied for a period
              of 30 days after the Employee gives notice to
              the Trust requesting that the Trust remedy the
              same.