UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington D.C.
20549





SCHEDULE 14A


(Rule 14a-101)





INFORMATION REQUIRED IN PROXY
STATEMENT


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FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY





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PROXY
STATEMENT
  FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
 505
Main Street, P.O. Box 667
 Hackensack,
New Jersey 07602
  
  NOTICE
OF ANNUAL MEETING OF HOLDERS
 OF
SHARES OF BENEFICIAL INTEREST
 
 April
7, 2009
  
  
  TO THE
HOLDERS OF SHARES OF BENEFICIAL INTEREST OF
 FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
  The Annual Meeting of the holders (the
“Shareholders”) of shares of beneficial interest without par value (the
“Shares”) of First Real Estate Investment Trust of New Jersey (the “Trust”) will
be held on Tuesday, April 7, 2009, at the Trust’s executive offices, 505 Main
Street, Hackensack, New Jersey at 7:30 p.m., Eastern Daylight Savings Time, for
the following purposes:
  1.
              To
      elect two Trustees for terms of three years or until their successors have
      been elected and qualify; and
  2.
              To
      transact such other business as may properly come before the Annual
      Meeting or any adjournment thereof.
  The Shareholders of record at the close
of business on February 20, 2009 are entitled to notice of and to vote at the
meeting.
  JOHN
      A. AIELLOSecretary
 Hackensack,
New Jersey
 February
27, 2009
  
  YOU
ARE CORDIALLY INVITED TO ATTEND THE MEETING. TO ENSURE YOUR REPRESENTATION AT
THE MEETING, HOWEVER, YOU ARE URGED TO SIGN AND DATE THE ACCOMPANYING PROXY AND
MAIL IT AT ONCE IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND YOUR
COOPERATION WILL BE APPRECIATED.
 
 
 
 FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
  
 PROXY
STATEMENT
 
  General
Information
  This Proxy Statement is furnished to
the holders (the “Shareholders”) of shares of beneficial interest without par
value (the “Shares”) of First Real Estate Investment Trust of New Jersey (the
“Trust”) in connection with the solicitation of proxies for use at the Annual
Meeting of the Shareholders to be held on Tuesday, April 7, 2009 and any
adjournment or postponement thereof (the “Annual Meeting”), pursuant to the
accompanying Notice of Annual Meeting of Holders of Shares of Beneficial
Interest.  The Shares represent beneficial interests in the Trust, and
the Shares are the only authorized, issued and outstanding class of equity of
the Trust.  A form of proxy for use at the Annual Meeting is also
enclosed.  The Trust anticipates mailing this Proxy Statement to its
Shareholders beginning on or about March 2, 2009.  The executive
offices of the Trust are located at 505 Main Street, Hackensack, New Jersey
07602.
  Shareholders may revoke the authority
granted by their execution of proxies at any time before the effective exercise
of proxies by filing written notice of such revocation with the Secretary of the
Annual Meeting.  Presence at the Annual Meeting does not of itself
revoke the proxy.  All Shares represented by executed and unrevoked
proxies will be voted in accordance with the instructions
therein.  Proxies submitted without indication will be voted FOR the
nominees for Trustee named in this Proxy Statement.  The Board of
Trustees of the Trust (the “Board of Trustees”) is not aware, as of the date
hereof, of any matters to be presented at the Annual Meeting other than the
election of Trustees as described in this Proxy Statement, but if any other
matter incident to the Annual Meeting is properly presented, the persons named
in the proxy will vote thereon according to their best judgment.
  The cost of preparing, assembling and
mailing the proxy materials is to be borne by the Trust.  Proxies for
use at the Annual Meeting are being solicited by the Board of
Trustees.  It is not anticipated that any compensation will be paid
for soliciting proxies and the Trust does not intend to employ specially engaged
personnel in the solicitation of proxies.  It is contemplated that
proxies will be solicited principally through the mail.  Members of
the Board of Trustees and executive officers of the Trust (“Executive Officers”)
may also, without additional compensation, solicit proxies, personally or by
mail, special letter, telephone, telegraph, facsimile transmission or other
electronic means.
  Voting
Securities
  The only voting securities entitled to
vote at the Annual Meeting are the Shares.  Each Share entitles its
owner to one vote on an equal basis. 6,946,432 Shares were issued and
outstanding on the record date, February 20, 2009.  Only Shareholders
of record on the books of the Trust at the close of business on February 20,
2009 are entitled to notice of and to vote at the Annual Meeting.  The
holders of a majority of the outstanding Shares, present in person or
represented by proxy, will constitute a quorum at the Annual Meeting.
Abstentions and broker
  
 1
 
 non-votes
will be counted for purposes of determining whether a quorum is present at the
Annual Meeting.
  A plurality of the votes cast at the
Annual Meeting by the holders of Shares present in person or represented by
proxy and entitled to vote is required in order to elect the nominees for
Trustee.  The proxy card provides space for a Shareholder to withhold
his or her vote for a nominee to the Board of Trustees.
  All votes will be tabulated by the
inspector of election appointed for the Annual Meeting who will separately
tabulate affirmative and negative votes, authority withheld for the nominees for
Trustee, abstentions and broker non-votes.  Any proxy submitted and
containing any abstention or a broker non-vote will not be counted as a vote
cast with respect to the election of Trustees or any other matter to which it
relates.
     
 2
 
 Security
Ownership of Certain Beneficial Owners and Management
  The following table sets forth
information, as of February 20, 2009, with respect to beneficial ownership, as
defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), of beneficial interests in the Trust, as represented by the
Shares, for each Trustee, nominee for Trustee, and Executive Officer of the
Trust.  The only persons who beneficially own greater than 5% of the
Shares are three of the Trustees named in the table below.
  Amount and Nature of
Beneficial Ownership
 Name of Beneficial
      Owner (1)
                                              
                                              (A)
                                                Aggregate
                                                Number
      of Shares
                                                  Beneficially
                                                  Owned
      (2)
                                              
                                              (B)
                                                  Number
      of Shares
                                                  Acquirable
      within
                                                60
      Days (3)
                                              
                                              (C)
                                                  Aggregate
                                                  Number
      of Shares
                                                  Deemed
      to be
                                                  Beneficially
                                                  Owned
                                                  (Column
      A plus
                                                Column
      B)
                                              
                                              (D)
                                                  Percent
                                                of
      ClassRobert
      S. Hekemian (4)
                                              
                                              
                                              417,043
                                              (5)
                                              
                                              
                                              --
                                              
                                              
                                              
                                              417,043
                                              (5)
                                              
                                              
                                              6.0
                                              %Donald
      W. Barney  (4)
                                              
                                              
                                              275,499
                                              (6)
                                              
                                              
                                              --
                                              
                                              
                                              
                                              275,499
                                              (6)
                                              
                                              
                                              4.0
                                              %Herbert
      C. Klein, Esq. (7)
                                              
                                              
                                              359,512
                                              (8)
                                              
                                              
                                              --
                                              
                                              
                                              
                                              359,512
                                              (8)
                                              
                                              
                                              5.2
                                              %Ronald
      J. Artinian (7)
                                              
                                              
                                              429,942
                                              (9)
                                              
                                              
                                              --
                                              
                                              
                                              
                                              429,942
                                              (9)
                                              
                                              
                                              6.2
                                              %Alan
      L. Aufzien (7)
                                              
                                              
                                              32,000
                                              
                                              
                                              
                                              --
                                              
                                              
                                              
                                              32,000
                                              
                                              
                                              
                                              (10
                                              )David
      F. McBride, Esq. (7)
                                              
                                              
                                              1,000
                                              
                                              
                                              
                                              --
                                              
                                              
                                              
                                              1,000
                                              
                                              
                                              
                                              (10
                                              )Robert
      S. Hekemian, Jr. (7)
                                              
                                              
                                              237,011
                                              (11)
                                              
                                              
                                              --
                                              
                                              
                                              
                                              237,011
                                              (11)
                                              
                                              
                                              3.5
                                              %John
      A. Aiello, Esq. (12)
                                              
                                              
                                              --
                                              
                                              
                                              
                                              --
                                              
                                              
                                              
                                              --
                                              
                                              
                                              
                                              --All
      Trustees, Nominees for Trustee and Executive Officers as a group
      (8 persons) (5)(6)(8)(9)(11)
                                              
                                              
                                              1,752,007
                                              
                                              
                                              
                                              --
                                              
                                              
                                              
                                              1,752,007
                                              
                                              
                                              
                                              25.2
                                              %
  (1)
              All
      Trustees and Executive Officers listed in this table, with the exception
      of Mr. Aiello, maintain a mailing address at 505 Main Street, P.O. Box
      667, Hackensack, New Jersey 07602.  Mr. Aiello maintains a
      mailing address at 125 Half Mile Road, P.O. Box 190, Middletown, New
      Jersey 07748.
  (2)
              Except
      as otherwise indicated, all of the Shares are held beneficially and of
      record.  All share amounts have been adjusted, as appropriate,
      to take into account the October 2001 and March 2004 share
      splits.
  (3)
              Shares
      subject to currently exercisable options granted under the Trust’s Equity
      Incentive Plan, as amended (the “Equity Incentive
  Plan”).
  
 3
 
 (4)
              A
      Trustee and Executive Officer of the
Trust.
  (5)
              Includes
      74,392 Shares held by Mr. Hekemian’s wife, with respect to which Mr.
      Hekemian disclaims beneficial ownership.  Also includes (i)
      102,072 Shares held by the Hekemian & Co., Inc. Pension Plan of which
      Mr. Hekemian is a trustee and a participant, (ii) an aggregate of 45,116
      Shares which are held by certain partnerships in which Mr. Hekemian is a
      partner, (iii) 14,196 Shares held in certain trusts for which Mr. Hekemian
      is a trustee and one trust in which Mr. Hekemian is a beneficiary, and
      (iv) 67,740 Shares held by the Robert and Mary Jane Hekemian Foundation,
      Inc. of which Mr. Hekemian is the President, all of such Shares with
      respect to which Mr. Hekemian disclaims beneficial ownership thereof
      except to the extent of his pecuniary interest in the pension plan,
      partnerships and trusts.
  (6)
              Includes
      46,928 Shares held by Mr. Barney’s wife, with respect to which Mr. Barney
      disclaims beneficial ownership.
  (7)
              A
      Trustee of the Trust.
  (8)
              Includes
      189,156 Shares held by Mr. Klein’s wife and 27,000 Shares held in the
      Krieger charitable trust of which Mr. Klein’s wife is trustee, with
      respect to both of which Mr. Klein disclaims beneficial
      ownership.  Also includes 7,390 Shares held by The Herbert &
      Jacqueline Klein Family Foundation,
Inc.
  (9)
              Includes
      3,800 Shares which are held by Mr. Artinian’s son and 2,100 Shares which
      are held by Mr. Artinian’s daughter, with respect to which Mr. Artinian
      disclaims beneficial ownership.
  (10)
              Shares
      beneficially owned do not exceed 1% of the Trust’s issued and outstanding
      Shares.
  (11)
              Includes
      (i) 1,000 Shares held by Mr. Hekemian’s wife, (ii) an aggregate of 72,216
      Shares which are held by certain partnerships in which Mr. Hekemian is a
      partner, and (iii) 6,838 Shares which are held in trust by Mr. Hekemian
      for the benefit of his children, all of such Shares with respect to which
      Mr. Hekemian disclaims beneficial ownership thereof except to the extent
      of his pecuniary interest in the partnerships.  Also includes
      21,208 Shares held in trust for which Mr. Hekemian is a beneficiary, with
      respect to which Shares Mr. Hekemian disclaims beneficial ownership except
      to the extent of his pecuniary interest in such
  trust.
  (12)
              An
      Executive Officer of the Trust.
  
 4
 
 ELECTION
OF TRUSTEES
  The Board of Trustees governs the
Trust.  The Declaration of Trust provides that the Board of Trustees
will consist of not fewer than five nor more than nine Trustees.
  The Board of Trustees has fixed the
number of Trustees at seven.  The term of two Trustees shall expire at
the Annual Meeting.  In order to allow the Board of Trustees to be
able to strike a balance with respect to the number of Trustees whose terms are
expiring at each annual meeting of the Shareholders, the Declaration of Trust
authorizes the Board of Trustees to designate whether the term of a nominee for
Trustee shall either be two years or three years at the time a Trustee is
nominated for election.
  Nominees
  Consistent with the recommendation of
the Nominating Committee, the Board of Trustees has nominated each of Donald W.
Barney and Herbert C. Klein, Esq. for election at the Annual Meeting to a three
year term as a Trustee to commence at the Annual Meeting.
  Donald W. Barney and Herbert C. Klein,
Esq. are currently members of the Board of Trustees, with their terms of office
scheduled to expire as of the date of the Annual Meeting.  Please see
the section captioned “Board of Trustees” below for a description of the
business experience of and other relevant information with respect to Donald W.
Barney and Herbert C. Klein, Esq.
  It is the intention of the persons
named in the accompanying proxy to vote, unless otherwise instructed, in favor
of the election of each of Donald W. Barney and Herbert C. Klein, Esq. to a
three year term as Trustee.  Should Mr. Barney or Mr. Klein be unable
to serve, the proxies will be voted for the election of such other person or
persons as shall be determined by the persons named in the proxy in accordance
with their judgment, and any such person elected in the place of Mr. Barney or
Mr. Klein shall be elected to a three year term as a
Trustee.  Management of the Trust is not aware of any reason why
either Mr. Barney or Mr. Klein, if elected, would be unable to serve as a
Trustee.
  The Board of Trustees recommends a vote
FOR the election of
Donald W. Barney and Herbert C. Klein, Esq. to three year terms as
Trustees.
  Board
of Trustees
  The
members of the Board of Trustees of the Trust are:
 Name
                        Age
                        Year
      First Elected to
                          the Board of
      TrusteesRobert
      S. Hekemian
                        77
                        1980Donald
      W. Barney
                        68
                        1981Herbert
      C. Klein, Esq.
                        78
                        1961Ronald
      J. Artinian
                        60
                        1992
 
 
 5
 
 
 Alan
      L. Aufzien
                      79
                      1992David
      F. McBride, Esq.
                      61
                      2007Robert
      S. Hekemian, Jr.
                      49
                      2007
 Robert S. Hekemian also serves as the
Chief Executive Officer of the Trust, and Donald W. Barney serves as the
President, Treasurer and Chief Financial Officer of the Trust.  Each
of Mr. Hekemian and Mr. Barney serves in his office until such time as his
successor is elected and qualified.  There are no family relationships
among the Trustees and the Executive Officers, except as between Robert S.
Hekemian, Jr. who is the son of Robert S. Hekemian, the Trust’s Chairman of the
Board and Chief Executive Officer.  None of the nominees for Trustee
or Executive Officers of the Trust are directors of any company with a class of
securities registered pursuant to Section 12 of the Exchange Act or subject to
the requirements of Section 15(d) of the Exchange Act or any company registered
as an investment company under the Investment Company Act of 1940, as amended,
except Robert S. Hekemian, Jr. who is a director of Oritani Financial Corp.
(ORIT),the holding company for
Oritani Bank, of which he is also a director, and Mr. Artinian who is a director
of NYMAGIC, Inc. (NYM), an insurance holding company.
  Biographical
Information
  Robert S. Hekemian has been
active in the real estate industry for more than 53 years. Mr. Hekemian has
served as Chairman of the Board and Chief Executive Officer of the Trust since
1991, and as a Trustee since 1980.  From 1981 to 1991, Mr. Hekemian
was President of the Trust.  From June 24, 2002 through January 15,
2003, Mr. Hekemian served as Chief Financial Officer of the Trust.  As
Chairman and Chief Executive Officer of the Trust, Mr. Hekemian provides the
general, day to day, management of the Trust.  His current term as a
member of the Board of Trustees is scheduled to expire in April
2011.  Mr. Hekemian devotes approximately 70% of his time to perform
his duties as an Executive Officer of the Trust.  Since 1983, Mr.
Hekemian has also been the Chairman of the Board and Chief Executive Officer of
Hekemian & Co., Inc., a real estate brokerage and management company which
manages the Trust’s properties (“Hekemian & Co.”).  Mr. Hekemian
is a director of Pascack Community Bank.  See the section entitled
“Certain Relationships and Related Party Transactions” in this Proxy
Statement.  He is also a director, a partner and an officer in
numerous private real estate corporations and partnerships.
  Donald W. Barney has served as
President of the Trust since 1993, as Treasurer and Chief Financial Officer of
the Trust since 2003, and as a Trustee since 1981.  His current term
as a member of the Board of Trustees is scheduled to expire in April
2009.  Mr. Barney devotes approximately 15% of his time to perform his
duties as an Executive Officer of the Trust.  Mr. Barney was
associated with Union Camp Corporation, a diversified manufacturer of paper,
packaging products, chemicals and wood products, from 1969 through 1998 in
various positions, including Vice President and Treasurer.  Mr. Barney
is a director and Vice Chairman of Hilltop Community Bank.  He is also
a partner and director in several private real estate investment
companies.
  Herbert C. Klein, Esq., has
served continuously as a Trustee since 1961 except for the two year period from
January 1993 to January 1995, when Mr. Klein served as an elected member of the
United States Congress, House of Representatives, for the 8th
Congressional
  
 6
 
 District
of New Jersey.  His current term as a member of the Board of Trustees
is scheduled to expire in April 2009.  From 1991 through the end of
1992, Mr. Klein served as President of the Trust.  Mr. Klein has been
an attorney since 1956 with a practice devoted to real estate, corporate matters
and government relations.  Since January 1999, Mr. Klein has been a
Partner in the law firm of Nowell Amoroso Klein Bierman P.A., with offices
located in Hackensack, New Jersey and New York City.  See the section
entitled “Certain Relationships and Related Party Transactions” in this Proxy
Statement.  Mr. Klein is a former member of the New Jersey State
Assembly.  Mr. Klein is also a partner and principal in numerous
private investment real estate companies.  He is a member of the Board
of Directors of the Rutgers University Foundation  (the “Foundation”),
a member of the Audit and Executive Committees of the Board of Directors of the
Foundation, and a member of the board of directors of numerous philanthropic
organizations.
  Ronald J. Artinian has served
as a Trustee since 1992.  His current term as a member of the Board of
Trustees is scheduled to expire in April 2010.  From 1989 to 1998, Mr.
Artinian was an investment banker with Smith Barney, Inc., including positions
as a Managing Director and National Sales Manager.  Mr. Artinian
retired from Smith Barney in January 1998 in order to pursue other business
interests as a private investor.  Mr. Artinian joined the board of The
Reserve, a money market fund, in 2007.  Mr. Artinian joined the board
of NYMAGIC, Inc., an insurance holding company specializing in commercial lines
property and casualty and ocean marine insurance, in 2008.
  Alan L. Aufzien has served as
a Trustee since 1992.  His current term as a member of the Board of
Trustees is scheduled to expire in April 2010.  Since 1986, Mr.
Aufzien has been Chairman and Managing Partner of The Norall Organization, an
investment company.  From 1980 to 1998, Mr. Aufzien was a partner in
the Meadowlands Basketball Association, t/a New Jersey Nets (Member of the
National Basketball Association), and was its Chairman and Chief Executive
Officer, and then its Secretary and Treasurer, as well as a member of its Board
of Directors.
  David F. McBride, Esq. was
elected as a trustee in 2007.  His current term as a member of the
Board of Trustees is scheduled to expire in April 2011.  Mr. McBride
brings with him over 30 years of diversified real estate experience to the
Board.  Since 2006 he has been the Chairman of the Board of the Saddle
River Valley Bank, a federally chartered community bank, since 2001 a Partner in
the law firm of Harwood Lloyd, LLC, specializing in real estate matters, and
since 1987 the Chief Executive Officer of McBride Enterprises, Inc., a family
owned real estate company.  Mr. McBride was also instrumental in
forming the Keystone Property Trust (NYSE) in 1998 and served as its Chairman of
the Board until its sale to ProLogis in 2004.  Since 1998, he has also
served as the Chairman and President of the Mountain Club, t/a High Mountain
Golf Club.
 
 Robert S. Hekemian, Jr. was
elected as a trustee in 2007.  His current term as a member of the
Board of Trustees is scheduled to expire in April 2011.  Mr. Hekemian
has been involved in real estate activities for over 25 years and has served as
President and Chief Operating Officer of Hekemian and Co. since
2004.  From 1983 to 2003, Mr. Hekemian served as Executive Vice
President of Hekemian and Co.  Mr. Hekemian is principally responsible
for identifying real estate acquisitions and evaluating the performance of the
real estate properties managed by Hekemian & Co. with a view toward
maintaining or altering management and/or leasing strategies.  Mr.
Hekemian also serves on the Boards of Directors of Oritani Bank and
Oritani
 
 7
 
 Financial
Corp., the holding company for the bank, the New York Philharmonic and the
Bergen Community College Foundation.  He is a Member of the Board of
Governors, Hackensack University Medical Center, and a Trustee of the Hackensack
University Medical Center Foundation.




8
 
 Meetings
of the Board of Trustees
 
 During the fiscal year ended October
31, 2008, the Board of Trustees held eleven meetings.  During fiscal
2008, each incumbent member of the Board of Trustees attended more than 75%of the aggregate number
of (i) meetings of the Board of Trustees, and (ii) meetings of the committees of
the Board of Trustees on which he served.  John A. Aiello, Secretary
and Executive Secretary of the Trust, attends meetings of the Board of Trustees
and each of its committees in a non-voting capacity.
  Trustee
Attendance at Annual Meeting
  The Trust encourages all of the
Trustees to attend the Annual Meeting, and expects that all Trustees will attend
the Annual Meeting absent a valid reason such as a scheduling
conflict.  All of the Trustees attended the Annual Meeting of
Shareholders held on April 9, 2008.
  Committees of the Board of
Trustees
  The Board of Trustees has three
standing committees: (i) the Executive Committee, (ii) the Nominating Committee,
and (iii) the Audit Committee.  The Board of Trustees does not have a
compensation committee.  Instead, the full Board of Trustees acts on
matters of compensation.
  (a)           Executive
Committee
  The Executive Committee of the Board of
Trustees is authorized to make policy and certain business decisions during any
interval between meetings of the Board of Trustees.  All decisions of
the Executive Committee are reported to the Board of Trustees on a regular
basis.  During fiscal 2008, the members of the Executive Committee
were, and currently are Messrs.  Robert S. Hekemian, Donald W. Barney,
Herbert C. Klein, Esq., Ronald J. Artinian and Alan L. Aufzien.The Executive Committee
did not meet during fiscal 2008.  Mr. Hekemian is the Chairman of the
Executive Committee.
  (b)           Nominating
Committee
  The Nominating Committee is authorized
to identify, evaluate and recommend to the Board of Trustees prospective
nominees for Trustee, periodically review the Trust’s governance guidelines and
make recommendations to the Board of Trustees from time to time as to matters of
governance.  The Nominating Committee also periodically reviews the
performance of the Board of Trustees and its members and makes recommendations
to the Board of Trustees on the number, function, and composition of the Board
of Trustees and the committees of the Board of Trustees, and on the terms of the
Trustees.  The Nominating Committee’s charter is available on the
Trust’s website at http://www.freitnj.com
under the “About FREIT” and “Corporate Governance” tabs.
  The Nominating Committee is authorized
to review the qualifications of various persons to determine whether they might
make good candidates for consideration for membership on the Board of
Trustees.  This would include a review of the nominee’s business
judgment, skill and experience, the nominee’s understanding of the Trust’s
business and industry and other related industries, the nominee’s integrity,
reputation and independence, and such other factors as the Nominating Committee
determines are relevant in light of the needs of the Board of Trustees
and
  
 9
 
 the Trust
and its Shareholders.  With respect to any nominee up for re-election
to the Board of Trustees, the Nominating Committee is authorized to consider the
nominee’s performance on the Board of Trustees before nominating the Trustee for
re-election at an annual meeting.  The Trust does not pay a fee to any
third party to identify or assist in identifying or evaluating potential
nominees.
  The Nominating Committee will also
consider candidates for Trustee recommended by the Shareholders.  The
process by which a Shareholder may suggest a candidate to be nominated for
election to the Board of Trustees can be found in the section of this Proxy
Statement entitled “Shareholder Proposals and Recommendations for Nomination of
Trustees.”  The Nominating Committee will apply the same criteria
described above in reviewing and evaluating the qualifications of any candidate
recommended by a Shareholder, provided that it remains in the sole discretion of
the Nominating Committee whether any such potential nominee suggested by a
Shareholder is recommended by the Nominating Committee to the Board of
Trustees.
  The current members of the Nominating
Committee of the Board of Trustees are Robert S. Hekemian, Ronald J. Artinian
and Alan L. Aufzien.  Although Messrs. Artinian and Aufzien meet the
requirements for independence set forth in the definition of “independent
director” in the listing requirements of the National Association of Securities
Dealers Automated Quotations (“NASDAQ”), Mr. Hekemian is not considered
independent under the NASDAQ definition of “independent director” since he is an
Executive Officer of the Trust.  In fiscal 2008, the Nominating
Committee acted by unanimous written consent to recommend to the Board of
Trustees that each of Donald W. Barney and Herbert C. Klein, Esq. be nominated
for re-election as Trustees at the Annual Meeting each to a three year
term.  The Board of Trustees subsequently approved such
nominees.
  (c)           Audit
Committee
  The current members of the Audit
Committee of the Board of Trustees are Ronald J. Artinian, Alan L. Aufzien and
Herbert C. Klein.  Mr. Artinian is the Chairman of the Audit
Committee.  Each of Mr. Artinian and Mr. Aufzien satisfies the audit
committee qualifications under the NASDAQ listing requirements and is
independent, as independence for audit committee members is defined in the
NASDAQ listing requirements.  Although Mr. Klein meets the
requirements for independence set forth in the NASDAQ definition of “independent
director,” he does not meet the criteria for independence set forth in Exchange
Act Rule 10A-3(b)(1) because the law firm of Nowell, Amoroso, Klein, Bierman,
P.A., in which Mr. Klein is currently a partner, has received and will continue
to receive legal fees from the Trust for legal services provided and to be
provided to the Trust.  See the Section of this Proxy Statement
entitled “Certain Relationships and Related Party
Transactions.”  Accordingly, Mr. Klein does not satisfy the
independence requirement for qualification as an audit committee member under
the NASDAQ listing requirements.  The Board of Trustees has appointed
Mr. Klein to the Audit Committee since the Board of Trustees believes that his
background and experience and the valuable contributions that he makes to the
Audit Committee sufficiently mitigate any concerns arising out of the fact that
he does not satisfy the independence requirement of the audit committee
qualifications under the NASDAQ listing requirements.
  The Audit Committee held four meetings
during fiscal 2008.  The Audit Committee selects the independent
registered public accounting firm (the “Independent Auditors”) to audit the
books and accounts of the Trust.  In addition, the Audit Committee
reviews and pre-approves
  
 10
 
 the scope
and costs of all services (including non-audit services) provided by the
Independent Auditors.  The Audit Committee also monitors the
effectiveness of the audit effort and financial reporting and inquires into the
adequacy of the Trust’s financial and operating controls.
  Based on its review of the criteria of
an Audit Committee Financial Expert under the rule adopted by the SEC, the Board
of Trustees believes that the members of the Trust’s Audit Committee may not
qualify as Audit Committee Financial Experts.
  Each of Mr. Artinian, Mr. Aufzien and
Mr. Klein has made significant contributions and provided valuable service to
the Trust and its Shareholders as members of the Audit Committee.  The
Board of Trustees believes that each of Mr. Artinian, Mr. Aufzien and Mr. Klein
has demonstrated that he is capable of (i) understanding accounting principles
generally accepted in the United States of America (“GAAP”), (ii) assessing the
general application of GAAP principles in connection with the accounting for
estimates, accruals and reserves, (iii) understanding financial statements and
analyzing and evaluating the Trust’s financial statements, (iv) understanding
internal controls and procedures for financial reporting, and (v) understanding
audit committee functions, all of which are attributes of an Audit Committee
Financial Expert under the rule adopted by the SEC.  Given the
business experience and acumen of Mr. Artinian, Mr. Aufzien and Mr. Klein and
their long standing service as members of the Board of Trustees and its various
committees, including the Trust’s Audit Committee, the Board of Trustees
believes that each of Mr. Artinian, Mr. Aufzien and Mr. Klein is qualified to
carry out all duties and responsibilities of the Trust’s Audit
Committee.
  The Board of Trustees believes that one
of its members, Mr. Barney, would qualify as an Audit Committee Financial
Expert.  Mr. Barney resigned from the Audit Committee in connection
with his appointment to the office of Treasurer of the Trust and his assumption
of the role of Chief Financial Officer of the Trust.  As Chief
Financial Officer of the Trust, Mr. Barney has made and will continue to make
the certifications required under the Sarbanes-Oxley Act of 2002 and the related
rules adopted by the SEC with respect to (i) the Trust’s financial statements
and other financial information included in periodic reports filed with the SEC,
(ii) the Trust’s disclosure controls and procedures regarding the disclosure to
the certifying officers of material information relating to the Trust, and (iii)
the Trust’s internal controls and the adequacy of the design and operation of
such internal controls.  As a certifying officer of the Trust, Mr.
Barney will meet with and make reports to the Audit Committee with respect to
the items which are the subject matter of his certifications.  The
Board of Trustees believes that it is important to maintain independence between
the Audit Committee and the certifying officers of the Trust, and that the
significance and importance of maintaining such an independent relationship
outweigh the importance of having a person who technically satisfies the
definition of an Audit Committee Financial Expert serve on the Audit
Committee.
  At this time, the Board of Trustees
does not believe that it is necessary to actively search for an outside person
to serve on the Board of Trustees who would qualify as an Audit Committee
Financial Expert.
  
 11
 
 Audit
Committee Report
  The following Report of the Audit
Committee does not constitute soliciting material and should not be deemed filed
or incorporated by reference into any other Trust filing under the Securities
Act of 1933, as amended, or the Exchange Act, except to the extent the Trust
specifically incorporates this Report by reference therein.
  The Audit Committee meets each quarter
during the fiscal year with the Trust’s Independent Auditors and members of
Hekemian & Co. and focuses on the following areas:
  (1)
              the
      adequacy of the Trust’s internal controls and financial reporting process
      and the reliability of its financial
statements;
  (2)
              the
      independence and performance of the Trust’s Independent Auditors and the
      cooperation received by the Independent Auditors from Hekemian & Co;
      and
  (3)
              the
      Trust’s compliance with all legal and regulatory requirements with
      particular emphasis upon all disclosures made by the Trust in its
      quarterly and annual reports to the
SEC.
  The Audit Committee meets separately
with Hekemian & Co. and the Trust’s Independent Auditors.  The
Independent Auditors have unrestricted access to the Audit
Committee.  The Independent Auditors make a quarterly report directly
to the Audit Committee out of the presence of Hekemian & Co. concerning
their functions as the Trust’s Independent Auditors.
  The Board of Trustees has adopted a
written charter setting out the audit related functions.  The Audit
Committee’s charter is available on the Trust’s website at http://www.freitnj.com
under the “About FREIT” and “Corporate Governance” tabs.  The Audit
Committee reviews its charter on an annual basis and updates the charter as
necessary.
  Hekemian & Co. has primary
responsibility for the Trust’s financial statements and the preparation of all
financial statements and the maintenance of the Trust’s internal
controls.
  The Independent Auditors audit the
annual financial statements prepared by Hekemian & Co., express an opinion
as to whether those financial statements fairly present the financial position,
results of operations and cash flows of the Trust in conformity with GAAP and
discuss with the Audit Committee any issues they believe should be
raised.
  For fiscal 2008, the Audit Committee
reviewed the Trust’s audited financial statements and met with both Hekemian
& Co. and Eisner LLP to review all financial statements. Hekemian & Co.
has represented to the Audit Committee that the financial statements were
prepared in conformity with GAAP.
  The Audit Committee has received from
and discussed with Eisner LLP the written disclosure and the letter required by
Independence Standards Board Standard No. 1 (Independence Discussion with Audit
Committees).  These items relate to that firm’s independence from the
Trust.  The Audit Committee also discussed with Eisner LLP any
matters
  
 12
 
 required
to be disclosed in accord with statement on Auditing Standards No. 61, as
amended (Communication with Audit Committees), as adopted by the Public Company
Accounting Oversight Board in Rule 3200T.
  On the basis of these reviews and
discussions, the Audit Committee recommended to the Board of Trustees that the
Trust’s audited financial statements be included in the Trust’s Annual Report on
Form 10-K for the fiscal year ended October 31, 2008, for filing with the
SEC.
  Submitted
      by:
                  Ronald
      J. Artinian, ChairmanAlan
      L. AufzienHerbert
      C. Klein, Esq.
 
  Corporate
Governance
  The Trust
has a Code of Conduct which is applicable to all Trustees, officers and
management employees of the Trust, including, without limitation, the Trust’s
principal executive and senior financial officers.  The Audit
Committee is charged with administering and interpreting the Code of
Conduct.  The Code of Conduct is available on the Trust’s website at
http://www.freitnj.com
under the tabs “About FREIT” and “Corporate Governance.”
  
 13
 
 EXECUTIVE
COMPENSATION
  Compensation
Discussion and Analysis
  The
following compensation discussion and analysis presents information regarding
the compensation of our Chief Executive Officer and other Executive Officers for
whom compensation is disclosed in the tables below.  Our executive
compensation program and structure is established and overseen by the Board of
Trustees.
  Background
  The full
Board of Trustees determines the amounts of the annual executive officer,
Trustee retainer and meeting fees paid to the Executive Officers and Trustees of
the Trust. The Board of Trustees reviews the performance of the Trust and the
contributions of each Executive Officer and the Trustees to the business of the
Trust.
  Compensation
Objectives and Policies
  The
objective of the Trust’s executive
compensation program is to assist the Trust in retaining and motivating skilled
executives and employees by rewarding dedication, hard work and
success.
  The Trust
does not maintain any employee benefit plans, other than the Equity Incentive
Plan.  There are no employment contracts between the Trust and any of
the Executive Officers, nor is there any compensatory plan or arrangement
between the Trust and any of the Executive Officers pursuant to which an
Executive Officer would receive payments as the result of his resignation or
retirement as an Executive Officer, or any other event resulting in the
termination of his relationship with the Trust as an Executive Officer, or as a
result of a change in control of the Trust.  The Trust’s Equity
Incentive Plan provides that in the event of (i) a “change in control,” as such
term is defined in the Equity Incentive Plan, or (ii) a sale of all or
substantially all of the assets of the Trust, other than a sale of assets to a
subsidiary or other affiliated entity of the Trust, all outstanding options
shall become exercisable (to the extent not already exercisable) immediately
before or contemporaneously with the occurrence of such change in control or
sale, and each outstanding restricted share award shall immediately become free
of all restrictions, conditions and forfeiture provisions.
  Mr.
Robert S. Hekemian, Chairman of the Board and Chief Executive Officer of the
Trust, is Chairman of the Board and Chief Executive Officer of Hekemian &
Co, the managing agent of the Trust.  Mr. Robert S. Hekemian, Jr.,
Trustee of the Trust, is the President and Chief Operating Officer
of  Hekemian & Co.  Pursuant to the terms of the
Management Agreement by and between Hekemian & Co. and the Trust, Hekemian
& Co. is entitled to receive a termination fee from the Trust under certain
circumstances, including the non-renewal of the Management Agreement by the
Trust, termination of the Management Agreement by the Trust without cause, or
termination of the Management Agreement by the Trust following an acquisition of
the Trust.  See the section of this Proxy Statement entitled “Certain
Relationships, Related Party Transactions and Director
Independence.”
  
 14
 
 Elements
of the Executive Compensation Program
  Other
than the annual executive officer fees and the accrued interest thereon for such
fees which have been deferred, and the grant of options under the Trust’s Equity
Incentive Plan, the Trust has not made available or paid any compensation or
benefits to its Executive Officers, whether it be in the form of bonus,
long-term incentive compensation, perquisites, rights, warrants, convertible
securities, performance units, performance shares or other similar
instruments.
  Fiscal 2008
Compensation
  With
respect to fees for the Executive Officers for the 2008 fiscal year, including
with respect to both Mr. Hekemian in his capacity as Chairman of the Board and
Chief Executive Officer, and Mr. Barney in his capacity as President, Treasurer
and Chief Financial Officer, the Board of Trustees considered, among other
things, fees paid by other real estate investment trusts, the duties and
responsibilities of the Executive Officers and the value of the services
provided by them, and the Trust’s operating results.  See “Fiscal 2008
Compensation: Trustees” for amounts payable to Mr. Hekemian and Mr. Barney for
services in their capacities as Trustees.  For the 2008 fiscal year,
the Board of Trustees determined that the compensation paid to its Executive
Officers would remain the same as in the prior year.
  Equity
Compensation
  The Board
of Trustees approved the Equity Incentive Plan at its meeting on September 10,
1998, subject to approval by the Trust’s Shareholders.  The
Shareholders of the Trust approved the Equity Incentive Plan at their annual
meeting on April 7, 1999, and the Equity Incentive Plan became effective as of
that date.  The general nature and purpose of the Equity Incentive
Plan is to enhance the ability of the Trust to attract and retain the services
of employees and other persons who have made or are expected to make significant
contributions to the business of the Trust and its subsidiaries by providing
such persons with an opportunity to acquire Shares of the Trust, or receive
other stock-based awards.
  The Board
of Trustees administers the Equity Incentive Plan and may grant options,
restricted share awards, and other share based awards under the Equity Incentive
Plan to eligible participants.  In 1998, the Trust granted options to
purchase Shares pursuant to the Equity Incentive Plan to certain eligible
participants, including Executive Officers and Trustees of the
Trust.  Since that time, no other grants have been made under the
Equity Incentive Plan.
  On
February 15, 2007, the Board of Trustees approved, subject to Shareholder
approval, (i) an amendment to the Equity Incentive Plan to increase the number
of Shares of the Trust currently reserved for issuance thereunder by 300,000
Shares; and (ii) an amendment to the Equity Incentive Plan to extend the term of
the Equity Incentive Plan, which would have expired on September 10, 2008, until
September 10, 2018. The Shareholders approved such amendments at the annual
meeting held on April 4, 2007.
  No
determinations have been made by the Board of Trustees with respect to the
granting, if at all, of awards under the Equity Incentive Plan in
2009.
  
 15
 
 Deferred
Compensation Plan
  Effective November 1, 2000, the Board
of Trustees adopted a deferred compensation plan, which was amended and restated
effective December 31, 2008 (the “Deferred Compensation Plan”), for its
Executive Officers and its Trustees.  Pursuant to the Deferred
Compensation Plan, any Executive Officer or Trustee may elect to defer receipt
of any executive officer, Trustee retainer, meeting attendance, or property site
inspection fee.  The Trust has agreed to pay any Executive Officer or
Trustee, who elects to participate in the Deferred Compensation Plan, interest
on any deferred fees at the rate of 9% per annum, compounded
quarterly.  Any such deferred fee and the interest accrued thereon
shall be paid at either: (i) the retirement age specified by the Executive
Officer or Trustee in the deferral election; or (ii) actual retirement of the
Executive Officer or Trustee; or (iii) upon the earlier cessation of duties as
an Executive Officer or Trustee of the Trust.  The Deferred
Compensation Plan provides that any such deferred fees will be paid in a lump
sum or in annual installments over a period not to exceed 10 years, at the
election of the Executive Officer or Trustee.  The Trust has not
created and will not create a cash sinking fund for such deferred
fees.  As a result, any Executive Officer or Trustee who elects to
participate in the Deferred Compensation Plan is an unsecured creditor of the
Trust with respect to any such deferred fee.  As of October 31, 2008,
approximately $2,381,000 of fees have been deferred together with accrued
interest of approximately $765,000.
  Compensation
Committee Interlocks and Insider Participation
  For the
fiscal year ended October 31, 2008, the full Board of Trustees performed the
functions of a board compensation committee.  Executive officers who
served on the Board during fiscal 2008 were Mr. Robert S. Hekemian, Chairman of
the Board and Chief Executive Officer, and Mr. Donald W. Barney, President,
Treasurer and Chief Financial Officer.  No action was taken with
respect to matters of compensation for the Chairman of the Board and Chief
Executive Officer and the President, Treasurer and Chief Financial Officer for
the fiscal year ended October 31, 2008, and the compensation paid to them
remained the same as in the prior year.
 
 Compensation
Committee Report
 
 The Board
of Trustees has discussed and reviewed the foregoing Compensation Discussion and
Analysis with management.  Based upon this review and discussion, the
Board of Trustees has determined that the Compensation Discussion and Analysis
be included in this Proxy Statement.
  
  Submitted
      by:
              Robert
      S. Hekemian, ChairmanAlan
      L. Aufzien
              Robert
      A. Hekemian, Jr.Ronald
      J. Artinian
              Herbert
      C. Klein, Esq.Donald
      W. Barney
              David
      F. McBride, Esq.
 
 16
 
 FISCAL 2008 AND 2007 SUMMARY COMPENSATION
TABLE
  The following table sets forth
information concerning the compensation of all of the Executive Officers of the
Trust as of October 31, 2007 and October 31, 2008 for services in all capacities
to the Trust for the 2007 and 2008 fiscal years, respectively.  During
the fiscal year ended October 31, 2008, Robert S. Hekemian served as Chairman of
the Board and Chief Executive Officer of the Trust.  Mr. Hekemian
devotes approximately 70% of his business activities to the
Trust.  During the fiscal year ended October 31, 2008, Donald W.
Barney served as President, Treasurer and Chief Financial Officer of the
Trust.  Mr. Barney devotes approximately 15% of his business
activities to the Trust.  During the fiscal year ended October 31,
2008, John A. Aiello, Esq. served as the Secretary and the Executive Secretary
of the Trust.  Mr. Aiello devotes approximately 7% of his business
activities to the Trust.  With respect to all compensation, the term
“paid” shall mean actually paid or deferred.
 
 
 Name
      and Principal
                      Position
      (1)
                    Year
                    Salary
                      ($)(2)
                    Bonus
                      ($)
                    Stock
                      Awards
                      ($)
                    Option
                      Awards
                      ($)
                    Non-Equity
                      Incentive
      Plan
                      Compensation
                      ($)
                    Change
      in
                      Pension
      Value
                      and
                      Nonqualified
                      Deferred
                      Compensation
                      Earnings
                      ($)(3)
                    All
      Other
                      Compensation
      ($)
                    Total
      ($)Robert
      S. Hekemian,
                      Chairman
      of the
                      Board
      and Chief
                      Executive
      Officer
                    2008
                      2007
                    $205,000
                      $205,000
                    $---
                      $---
                    $    
      ---
                      $    
      ---
                    $    ---
                      $    ---
                    $     ---
                      $     ---
                    $24,044
                      $17,732
                    $149,790(4)
                      $125,050(4)
                    $378,834
                      $347,782Donald
      W. Barney,
                      President,
      Treasurer
                      and
      Chief Financial
                      Officer
                    2008
                      2007
                    $50,000
                      $50,000
                    $---
                      $---
                    $    ---
                      $    ---
                    $    ---
                      $    ---
                    $     ---
                      $     ---
                    $8,432
                      $6,361
                    $61,746(5)
                      $54,691(5)
                    $120,178
                      $111,052John
      A. Aiello, Esq.,
                      Executive
      Secretary
                      and
      Secretary
                    2008
                      2007
                    $30,000
                      $30,000
                    $---
                      $---
                    $    ---
                      $    ---
                    $    ---
                      $    ---
                    $     ---
                      $     ---
                    $        ---
                      $        ---
                    $12,800(6)
                      $11,600(6)
                    $42,800 (7)
                      $41,600 (7)
  (1)
                Represents
      the positions held by each Executive Officer for the fiscal years ended
      October 31, 2008 and October 31,
2007.
  (2)
                Represents
      payment to the Executive Officers for their services as Executive Officers
      of the Trust.  With the exception of Mr. Aiello, the Executive
      Officers have elected to defer such amounts pursuant to the terms of the
      Deferred Compensation Plan.  See “Compensation Discussion and
      Analysis - Deferred Compensation
Plan.”
  (3)
                Represents
      above-market accrued interest earned on deferred executive officer and
      other fees payable to the Executive Officer for service as an Executive
      Officer and Trustee in fiscal 2008 and 2007, but deferred at the election
      of the Executive Officer pursuant to the terms of the Deferred
      Compensation Plan.  Above-market interest was calculated using a
      rate equal to 120% of the applicable federal long-term rate in effect in
      November 2000, the month in which the Deferred Compensation Plan was
      established.  See “Compensation Discussion and Analysis -
      Deferred Compensation Plan.”
  (4)
                Of
      these amounts, $79,740 and $59,860 represent accrued interest earned on
      deferred executive officer fees payable to the Executive Officer for
      service as an Executive Officer in fiscal 2008 and 2007, respectively, but
      deferred at the election of the Executive Officer pursuant to the terms of
      the Deferred Compensation Plan, pursuant to which payment of accrued
      interest is deferred until such time that the deferred executive officer
      fees are paid to the Executive
Officer;
   17
  $43,200
and $44,400 represent annual retainer fees, meeting fees and other fees paid to
the Executive Officer in fiscal 2008 and 2007, respectively, as consideration
for his service on the Board of Trustees and, if applicable, its committees, but
deferred at the election of the Executive Officer pursuant to the terms of the
Deferred Compensation Plan; $26,850 and $20,790 represent accrued interest
earned on deferred annual retainer fees, meeting fees and other fees payable to
the Executive Officer in fiscal 2008 and 2007, respectively, for service on the
Board of Trustees and, if applicable, its committees, but deferred at the
election of the Executive Officer pursuant to the terms of the Deferred
Compensation Plan.  See “Compensation Discussion and Analysis -
Deferred Compensation Plan.”
  (5)
                Of
      this amount, $16,608 and $12,161 represent accrued interest earned on
      deferred executive officer fees payable to the Executive Officer for
      service as an Executive Officer in fiscal 2008 and 2007, respectively, but
      deferred at the election of the Executive Officer pursuant to the terms of
      the Deferred Compensation Plan, pursuant to which payment of accrued
      interest is deferred until such time that the deferred executive officer
      fees are paid to the Executive Officer; $24,600 and $25,801 represent
      annual retainer fees, meeting fees and other fees paid to the Executive
      Officer in fiscal 2008 and 2007, respectively, as consideration for his
      service on the Board of Trustees and, if applicable, its committees, but
      deferred at the election of the Executive Officer pursuant to the terms of
      the Deferred Compensation Plan; $20,538 and $16,729 represent accrued
      interest earned on deferred annual retainer fees, meeting fees and other
      fees payable to the Executive Officer in fiscal 2008 and 2007,
      respectively, for service on the Board of Trustees and, if applicable, its
      committees, but deferred at the election of the Executive Officer pursuant
      to the terms of the Deferred Compensation Plan.  See
      “Compensation Discussion and Analysis - Deferred Compensation
      Plan.”
  (6)
                During
      each of the fiscal years ended October 31, 2008 and 2007, the Executive
      Secretary was entitled to receive (i) meeting attendance fees in the
      amount of $800 for each meeting of the Board of Trustees and its
      committees attended, $400 for each meeting participated in by
      teleconference; and (ii) property site inspection fees in the amount of
      $800 for each site inspection attended and reimbursement of all reasonable
      and verified out-of-pocket expenses incurred in connection with the site
      visit.
  (7)
                Mr.
      Aiello is an officer and shareholder in the law firm of Giordano, Halleran
      & Ciesla, P.C.  During fiscal 2008 and 2007, Mr. Aiello paid
      to the law firm the retainer and meeting fees which he received in
      connection with his services as Secretary and Executive Secretary of the
      Trust during fiscal 2008 and 2007.
   18
  The
following table sets forth information concerning the compensation of the
Executive Officers of the Trust which was deferred pursuant to the Deferred
Compensation Plan, described under Compensation Discussion and Analysis above,
for the fiscal year ended October 31, 2008:
  FISCAL
2008 NONQUALIFIED DEFERRED COMPENSATION
  Name
      (1)
                  Executive
                    Contributions
                    in
      Last FY
                    ($)
                  Registrant
                    Contributions
                    in
      Last FY
                    ($)
                  Aggregate
                    Earnings
                    in
      Last FY
                    ($)
                  Aggregate
                    Withdrawals/
                    Distributions
                    ($)
                  Aggregate
                    Balance
                    at
      Last FYE
                    ($)Robert
      S. Hekemian
                  $248,200
                  $---
                  $130,634
                  $---
                  $1,682,275Donald
      W. Barney
                  $ 
      74,600
                  $---
                  $ 
      45,578
                  $---
                  $  
      580,343John
      A. Aiello, Esq.
                  $       
       ---
                  $---
                  $    
          ---
                  $---
                  $           ---
  (1)
                Effective
      November 1, 2000, the Board of Trustees adopted the Deferred Compensation
      Plan for its Executive Officers and its Trustees.  The Deferred
      Compensation Plan was amended and restated on December 30, 2008, effective
      as of December 31, 2008.  Pursuant to the Deferred Compensation
      Plan, any Executive Officer or Trustee may elect to defer receipt of any
      executive officer, Trustee retainer, meeting attendance, or property site
      inspection fee.
   19
  Outstanding
Equity Awards at Fiscal Year-End
  The
following table provides information about all equity compensation awards held
by the  Executive Officers at October 31, 2008.  The number
of securities provided in the table represent stock options.
  Outstanding
      Equity Awards
                                    at Fiscal Year End
      October 31, 2008Option
      Awards
                                  
                                  Stock
      AwardsName
                                  Date
      of
                                    Grant
                                  Number
      of
                                    Securities
                                    Underlying
                                    Unexercised
                                    Options
                                    (#)(1)
                                    Exercisable
                                  Number
      of
                                    Securities
                                    Underlying
                                    Unexercised
                                    Options
                                    (#)
                                    Unexercisable
                                  Equity
                                    Incentive
                                    Plan
                                    Awards:
                                    Number
      of
                                    Securities
                                    Underlying
                                    Unexercised
                                    Unearned
                                    Options
                                    (#)
                                  Option
                                    Exercise
                                    Price
                                    ($)(1)(2)
                                  Option
                                    Expiration
                                    Date
                                  
                                  Number
                                    of
                                    Shares
                                    or
      Units
                                    of
      Stock
                                    That
                                    Have
                                    Not
                                    Vested
                                    (#)
                                  Market
                                    Value
                                    of
                                    Shares
                                    or
                                    Units
                                    of
                                    Stock
                                    That
                                    Have
                                    Not
                                    Vested
                                    ($)
                                  Equity
                                    Incentive
                                    Plan
                                    Awards:
                                    Number
                                    of
                                    Unearned
                                    Shares,
                                    Units
      or
                                    Other
                                    Rights
                                    That
                                    Have
      Not
                                    Vested
                                    (#)
                                  Equity
                                    Incentive
                                    Plan
                                    Awards:
                                    Market
                                    or
      Payout
                                    Value
      of
                                    Unearned
                                    Shares,
                                    Units
      or
                                    Other
                                    Rights
                                    That
                                    Have
      Not
                                    Vested
                                    ($)Robert
      S. Hekemian
                                  --
                                  --
                                  --
                                  --
                                  --
                                  --
                                  
                                  --
                                  --
                                  --
                                  --Donald
      W. Barney
                                  --
                                  --
                                  --
                                  --
                                  --
                                  --
                                  
                                  --
                                  --
                                  --
                                  --John
      A. Aiello, Esq.
                                  --
                                  --
                                  --
                                  --
                                  --
                                  --
                                  
                                  --
                                  --
                                  --
                                  --
  (1)
                Adjusted,
      as appropriate, to take into account the October 2001 and March 2004 share
      splits.
  (2)
                There
      were no unexercised options outstanding as of October 31,
      2008.
  20
   Fiscal
2008 Option Exercises and Stock Vested
  The
following table sets forth the number of shares of beneficial interest of the
Trust for which stock options were exercised and each vesting of stock during
fiscal 2008 for each of the Executive Officers.
  Option
      Awards
                              
                              
                              Stock
      AwardsName
      (a)
                              
                              Number
      of Shares
                                Acquired
      on
                                Exercise
      (#) (b)
                              
                              
                              Value
      Realized on
                                Exercise
      ($) (c)
                              
                              
                              Number
      of Shares
                                Acquired
      on
                                Vesting
      (#) (d)
                              
                              
                              Value
      Realized on
                                Vesting
      ($) (e)Robert
      S. Hekemian
                              
                              
                              --
                              
                              
                              
                              --
                              
                              
                              
                              --
                              
                              
                              
                              --Donald
      W. Barney
                              
                              
                              84,000
                              
                              
                              $
                              1,264,500
                              
                              
                              
                              --
                              
                              
                              
                              --John
      A. Aiello, Esq.
                              
                              
                              --
                              
                              
                              
                              --
                              
                              
                              
                              --
                              
                              
                              
                              --
 21
  
 Securities
Authorized for Issuance under Equity Compensation Plans
  The
number of stock options outstanding under the Equity Incentive Plan, the
weighted-average exercise price of the outstanding options, and the number of
securities remaining available for issuance, as of October 31, 2008, were as
follows:
  
  EQUITY
COMPENSATION PLAN TABLE
 
 Plan
      category
                      Number
      of securities
                        to
      be issued upon
                        exercise
      of
                        outstanding
      options,
                        warrants
      and rights
                        (a)
                      Weighted-average
                        exercise
      price of
                        outstanding
      options,
                        warrants
      and rights
                        (b)
                      Number
      of securities
                        remaining
      available
                        for
      future issuance
                        under
      equity
                        compensation
      plans
                        (excluding
      securities
                        reflected
      in column
                        (a))
                        (c)Equity
      compensation plans approved by security holders (1)(2)
                      ---
                      ---
                      466,000Equity
      compensation plans not approved by security holders
                      ---
                      ---
                      ---Total
                      ---
                      ---
                      466,000
 (1)
              The
      Trust currently has no equity compensation plans other than the Equity
      Incentive Plan described herein.
  (2)
              The
      amounts have been adjusted, as appropriate, to take into account the
      October 2001 and March 2004 share
splits.
  
  Grants
of Plan Based Awards
  No awards were made to the Executive
Officers or any other participants under the Equity Incentive Plan during the
fiscal year ended October 31, 2008.
  
  
 22
 
 Fiscal
2008 Compensation: Trustees
  During the fiscal year ended October
31, 2008, each Trustee, including every such Trustee who also served as an
Executive Officer of the Trust, was entitled to receive an annual retainer fee
in the amount of $15,000.  The Trustees were also entitled to receive
meeting attendance fees in the amount of $800 for each meeting of the Board of
Trustees and its committees attended and $400 for each meeting participated in
by teleconference.  The Chairman of the Board, for each Board of
Trustees meeting attended, and the chairman of each committee of the Board of
Trustees, for each committee meeting attended, were entitled to receive meeting
attendance fees of $1,100.  In addition, the Chairman of the Audit
Committee was entitled to receive an annual retainer fee in the amount of
$10,000.  The Trustees were also entitled to receive property site
inspection fees in the amount of $800 for each site inspection attended, plus
the reimbursement of all reasonable and verified out-of-pocket expenses incurred
in connection with the site visit.  The Trustees are entitled to defer
all or any part of their retainer, meeting and property site inspection fees
pursuant to the terms of the Deferred Compensation Plan.  See
“Compensation Discussion and Analysis – Deferred Compensation
Plan.”
  For the fiscal year ended October 31,
2008, the Trustees were paid or elected to defer annual retainer fees, meeting
attendance fees, site inspection fees and accrued interest in an aggregate
amount of $702,116as consideration for
their services to the Board of Trustees and its committees.
 
 
 FISCAL 2008 TRUSTEE
      COMPENSATIONName
      (1)
                                  
                                  Fees
      Earned
                                    or
      Paid in
                                    Cash
                                    ($)
                                  
                                  
                                  Stock
                                    Awards
                                    ($)
                                  
                                  
                                  Option
                                    Awards
                                    ($)
                                  
                                  
                                  Non-Equity
                                      Incentive
      Plan
                                      Compensation
                                      ($)
                                  
                                  
                                  Change
      in
                                    Pension
      Value
                                    and
                                    Nonqualified
                                    Deferred
                                    Compensation
                                    Earnings
                                    ($)(2)
                                  
                                  
                                  All
      Other
                                      Compensation
                                      ($)
                                  
                                  
                                  Total
                                    ($)Herbert
      C. Klein, Esq.
                                  
                                  $
                                  41,248
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  3,494
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  44,742Ronald
      J. Artinian
                                  
                                  $
                                  54,282
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  4,540
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  58,822Alan
      L. Aufzien
                                  
                                  $
                                  43,806
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  4,017
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  47,823David
      F. McBride, Esq.
                                  
                                  $
                                  24,670
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  300
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  24,970Robert
      S. Hekemian, Jr.
                                  
                                  $
                                  26,419
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  327
                                  
                                  
                                  $
                                  --
                                  
                                  
                                  $
                                  26,746
  (1)
              See
      the Summary Compensation Table above for information regarding
      compensation paid to each of Robert S. Hekemian and Donald W. Barney in
      connection with his membership on the Board of
  Trustees.
  (2)
              Represents
      above-market accrued interest earned on deferred fees payable to the
      Trustee for service as a Trustee in fiscal 2008, but deferred at the
      election of the Trustee pursuant to the terms of the Deferred
      Compensation
  
 23
 
  Plan.  Above-market
interest was calculated using a rate equal to 120% of the applicable federal
long-term rate in effect in November 2000, the month in which the Deferred
Compensation Plan was established.  See “Compensation Discussion and
Analysis – Deferred Compensation Plan.”
  
 24
 
 Performance
Graph
  The graph below compares the cumulative
total return on the Shares for the period covering the five fiscal years ended
October 31, 2008 with the performance of the Russell 2000 Index and the FTSE
NAREIT Equity REIT Index.  The graph assumes that $100 was invested on
October 31, 2003 in the Trust’s Shares, the Russell 2000 Index, and the FTSE
NAREIT Equity REIT Index, and that all dividends were reinvested.  The
closing price used in the analysis for the performance graph below is $20.00 per
share at October 31, 2008.
 
 
 
 Cumulative
      Total Return10/03
                  10/04
                  10/05
                  10/06
                  10/07
                  10/08FIRST
      REAL ESTATE INVESTMENT TRUST
                  100.00
                  143.42
                  213.04
                  162.95
                  165.90
                  155.24RUSSELL
      2000
                  
                  100.00
                  111.73
                  125.23
                  150.25
                  164.18
                  108.09FTSE
      NAREIT EQUITY
                  
                  100.00
                  129.94
                  153.26
                  208.99
                  210.18
                  126.21
 
  
 25
 
 Certain
Relationships and Related Party Transactions; Director Independence
  The Board
of Trustees is made up of seven directors, three of whom qualify as independent
directors in accordance with the applicable NASDAQ and SEC rules.  The
following are the independent members of the Board of
Trustees:  Ronald J. Artinian, Alan L. Aufzien and David F.
McBride.  The independence of the Trustees serving on committees of
the Board of Trustees is discussed elsewhere in this proxy
statement.
  The Board
of Trustees has adopted a written charter for the Audit Committee (see “Audit
Committee Report”) whereby the Audit Committee oversees and evaluates all
related party transactions proposed to be entered into by the
Trust.  In addition, the Trust’s Declaration of Trust, as amended,
contains procedures in the event of any proposed purchase or sale of any
properties between the Trust and any Trustee, officer of the Trust or any firm,
partnership or corporation in which such Trustee or officer has or may have an
interest.  Further, the Trust has adopted a Code of Conduct applicable
to all Trustees, officers and management employees of the Trust (see “Corporate
Governance”), which Code of Conduct promotes the honest and ethical conduct,
including the ethical handling of actual or apparent conflicts of interest
between personal and professional relationships.
  Robert S.
Hekemian, Chairman of the Board and Chief Executive Officer of the Trust, and
his sons, Robert S. Hekemian, Jr., Trustee of the Trust, Bryan S. Hekemian and
David B. Hekemian, are the sole shareholders of Hekemian and
Co.  Robert S. Hekemian holds a 0.2% interest in Hekemian & Co.
and Robert S. Hekemian, Jr. holds a 33.3% interest in Hekemian &
Co.  The balance of the interests in Hekemian & Co. are held by
Bryan Hekemian and David Hekemian.  Robert S. Hekemian is currently
the Chairman of the Board and Chief Executive Officer of Hekemian &
Co.  Each of Robert S. Hekemian’s sons and his brother-in-law are also
officers of Hekemian & Co. and serve in the positions set forth opposite
their names.
  Robert S. Hekemian, Jr. (son) -
President and Chief Operating Officer
  Bryan S. Hekemian (son) - Vice
President and Secretary
  David B. Hekemian (son) - Vice
President and Treasurer
  Serge Krikorian (brother-in-law) - Vice
President-Insurance Department
  On April 10, 2002, the Trust and
Hekemian & Co. entered into a new Management Agreement, effective as of
November 1, 2001, replacing the Management Agreement dated December 20, 1961, as
extended.  The term of the Management Agreement currently runs until
October 31, 2009 and shall be automatically renewed for periods of two years
unless either party gives not less than six months prior notice to the other of
non-renewal.  The Trust may terminate the Management Agreement (i)
without cause upon one year’s prior written notice, (ii) for cause if Hekemian
& Co. has not cured an event of default within 30 days of receipt of notice
of termination from the Trust, or (iii) in the event of an acquisition of the
Trust where the Trust ceases to effectively exist as an operating
entity.  The Management Agreement provides for a termination fee in
the event of a termination by the Trust without cause or following an
acquisition of the Trust.
  
 26
 
 Under the Management Agreement,
Hekemian & Co. serves as Managing Agent for the Trust and the Trust’s
properties which the Trust owned on November 1, 2001.  The Trust may
retain Hekemian & Co. or other managing agents to manage its properties
acquired after November 1, 2001 and to perform various other duties such as
sales, acquisitions, and development with respect to any or all of the Trust’s
properties.  However, Hekemian & Co. currently manages all
properties owned by the Trust or any subsidiary or affiliate of the Trust,
except for the Rotunda.  Hekemian & Co. is not the exclusive
advisor for the Trust to locate and recommend to the Trust investments deemed
suitable for the Trust, and it is not required to offer potential acquisition
properties exclusively to the Trust before acquiring those properties for
Hekemian & Co.’s own account or for others, including shareholders and
employees of Hekemian & Co.
  The Trust retained Hekemian & Co.
to manage the Preakness Shopping Center which was acquired on November 1, 2002
by WaynePSC, LLC (“WaynePSC”), a limited liability company in which the Trust
owns a 40% membership interest, and the Damascus Shopping Center which was
acquired on July 31, 2003 by Damascus Centre, LLC (“Damascus Centre”), a limited
liability company in which the Trust owns a 70% equity interest.  In
fiscal 2004, the Trust retained Hekemian & Co. to manage The Pierre Towers,
an apartment complex acquired on April 15, 2004 by S And A Commercial Associates
Limited Partnership (“S&A”), a limited partnership in which the Trust owns a
65% equity interest.  In fiscal 2005, although the Trust did not
retain Hekemian & Co. to manage the Rotunda, a mixed use (office/retail)
property in Baltimore, Maryland, which was acquired in July 2005 by Grande
Rotunda, LLC (“Grande Rotunda”), a limited liability company in which the Trust
owns a 60% equity interest, the Trust did retain Hekemian & Co. to provide
supervisory and management services to Grande Rotunda.
  Pursuant to the terms of the Management
Agreement, the Trust pays Hekemian & Co. certain basic management fees,
mortgage fees, administrative fees, other miscellaneous fees and leasing
commissions as compensation for its services.  The Management
Agreement includes a detailed schedule of such fees and commissions for those
services which the Managing Agent may be called upon to
perform.  During the fiscal year ended October 31, 2008, the Trust
paid or accrued to Hekemian & Co. management fees in the approximate
aggregate amount of $2,033,000, which includes the management fees described in
more detail below, and leasing fees in the approximate aggregate amount of
$112,000.
  During
the fourth quarter of fiscal 2007, the Board of Trustees approved fees for
supervising the development of three projects, The Rotunda and Damascus Center
redevelopment projects and the South Brunswick development
project.  These development fees payable to Hekemian & Co., or an
affiliate of Hekemian & Co., in connection with these projects are as
follows: The Rotunda, owned by Grande Rotunda, a 60% owned subsidiary of the
Trust, 6.375% of development costs of up $136,000,000; Damascus, owned by
Damascus Centre, a 70% owned subsidiary of the Trust, 7% of development costs of
up to $17,328,000; and South Brunswick, 7% of development costs of up to
$21,000,000.  Such development costs may be modified should the Board
of Trustees approve a change in the scope of any of these
projects.  As of October 31, 2008, the Trust incurred and paid to
Hekemian Development Resources, LLC, a wholly-owned subsidiary of Hekemian &
Co. (“Hekemian Resources”), fees of $1,000,000 and $750,000 for development
activities at The Rotunda and Damascus Center, respectively.  These
fees have been capitalized and are included in “Construction in Progress” on the
Trust’s Consolidated Balance Sheet as of October 31, 2008, filed with the
Trust’s annual report on Form
  
 27
 
 10-K.  On
August 13, 2008, Damascus Centre entered into an Agency agreement with Hekemian
Resources under which Hekemian Resources shall provide management services in
connection with the Damascus Center redevelopment project in exchange for the
fee described above.  The development fee arrangements with respect to
The Rotunda and South Brunswick properties are subject to the execution of
definitive contracts, which have not yet been finalized and
approved.
  From time to time, the Trust engages
Hekemian & Co. to provide certain additional services, such as consulting
services related to development and financing activities of the
Trust.  Separate fee arrangements are negotiated between the Trust and
Hekemian & Co. with respect to such services.  The Trust also
reimburses Hekemian & Co. for the salaries, payroll taxes, insurance costs
and certain other costs of personnel employed at the Trust’s properties by
Hekemian & Co. on behalf of the Trust.
  The Trust’s investments in real estate
may be in the form of wholly owned fee interests or, if the circumstances
warrant, joint venture interests.  From time to time, in order to
diversify risk, rather than acquire wholly owned fee interests in real estate,
the Trust will invest in a joint venture with other parties and the joint
venture will acquire the real estate.  The Trust has invested in joint
ventures with employees and affiliates of Hekemian & Co. and Trustees of the
Trust.  To the extent that the Trust invests in real estate requiring
development and potentially more risk in order to reach its investment
objectives, it may make such investments on a joint venture basis in order to
diversify risk.
  The Trust owns a 60% equity interest in
and is the managing member of Grande Rotunda.  Rotunda 100, LLC, a New
Jersey limited liability company, owns a 40% interest in Grande
Rotunda.  Robert S. Hekemian and members of his immediate family,
including Robert S. Hekemian, Jr., a Trustee of the Trust, and other employees
of Hekemian & Co. have majority managing control in Rotunda 100,
LLC.  In July 2005, Grande Rotunda completed the acquisition of The
Rotunda, a mixed-use (office/retail) property in Baltimore,
Maryland.  The purchase price of this property was approximately $31
million (inclusive of transaction costs), which was financed in part from an
acquisition loan in the amount of $22.5 million, and the balance in cash
contributed by the members of Grande Rotunda in proportion to their membership
interests.  As an incentive to the employees of Hekemian & Co. to
identify and provide real estate investment opportunities for the Trust, the
Trust agreed to advance to the employees of Hekemian & Co., who are members
of Rotunda 100, LLC (including Robert S. Hekemian, Jr. and certain other members
of the immediate family of Robert S. Hekemian), 50% of the amount of the equity
capital required to be contributed by them to Rotunda 100, LLC in connection
with the acquisition and operation of Grande Rotunda.  The Trust has
loaned an aggregate amount of approximately $1.9 million to those Hekemian &
Co. employees (including approximately $1.7 million to Robert S. Hekemian, Jr.,
a Trustee of the Trust, and certain other members of the immediate family of
Robert S. Hekemian) with respect to their equity capital contributions (the
“Rotunda Notes”).  These loans bear interest that will float at 225
basis points over the ninety (90) day London Interbank Offered Rate (“LIBOR”),
as adjusted each November 1, February 1, May 1 and August 1.  Interest
only payments are required to be made quarterly.  No principal
payments are required during the term of the Rotunda Notes, except that the
borrowers are required to pay the Trust all refinancing proceeds and
other cash flow they receive from their interests in Grande Rotunda,
LLC.  These payments shall be applied first to accrued and unpaid
interest and then any outstanding principal.  The Rotunda Notes mature
at the earlier of (a) ten (10) years after issue, on June 19, 2015, or, (b) at
the election of the Trust, ninety (90)
  
 28
 
 days
after the borrower terminates employment with Hekemian & Co., at which time
all outstanding unpaid principal is due.  The loans are secured by
such employees’ membership interests in Rotunda 100, LLC.On May 8, 2008, the
Board of Trustees approved amendments to the existing loan agreements with the
Hekemian & Co. employees to increase the aggregate amount that the Trust may
advance to such Hekemian & Co. employees to $4 million.During the fiscal year
ended October 31, 2008, accrued and unpaid interest under the notes aggregated
approximately $5,000.  At October 31, 2008, the outstanding principal
balance on the Rotunda Notes was $1,872,000.
  The Trust
owns a 70% membership interest in Damascus Centre, LLC which is the owner of the
Damascus Shopping Center in Damascus, Maryland.  During fiscal 2005,
the Trust’s Board, in order to incentivize employees of Hekemian & Co.,
authorized an investor group, comprised principally of Hekemian employees
(including Robert S. Hekemian, Robert S. Hekemian, Jr. and certain other members
of the immediate family of Robert S. Hekemian) (the “Hekemian Group”), to
acquire a 30% equity interest in Damascus Centre, LLC through Damascus 100,
LLC.  The sale of an equity interest in Damascus Centre to Damascus
100, LLC was completed on October 31, 2006, at a sales price of $3,224,000, of
which the Trust financed approximately $1,451,000.  The Trust agreed
to advance to the Hekemian Group up to 50% of the amount of the equity purchase
price required to be paid by them (including approximately $1.3 million to
Robert S. Hekemian, Jr., a Trustee of the Trust, and certain other members of
the immediate family of Robert S. Hekemian) (the “Damascus
Notes”).  These advances are in the form of secured loans that bear
interest that will float at 225 basis points over the ninety (90) day LIBOR
rate, as adjusted each November 1, February 1, May 1 and August 1. Interest only
payments are required to be made quarterly.  No principal payments are
required during the term of the Damascus Notes, except that the borrowers are
required to pay to the Trust all refinancing proceeds and other cash
flow they receive from their interests in Damascus Centre, LLC.  These
payments shall be applied first to accrued and unpaid interest and then any
outstanding principal.  The Damascus Notes mature at the earlier of
(a) ten (10) years after issue, on September 30, 2016,  or, (b) at the
election of the Trust, ninety (90) days after the borrower terminates employment
with Hekemian & Co., at which time all outstanding unpaid principal is
due.  The loans are secured by such employees’ membership interests in
Damascus 100, LLC.  During the fiscal year ended October 31, 2008,
accrued and unpaid interest under the notes aggregated approximately
$5,000.  At October 31, 2008, the outstanding principal balance on the
Damascus Notes was $1,451,000.  Damascus Centre, LLC paid Hekemian
& Co. $39,000 in management fees during fiscal 2008, which is included in
the $2,033,000 mentioned above.
  The Trust owns a 40% membership
interest in Westwood Hills, LLC (“Westwood Hills”) which is the owner of a 210
unit residential apartment complex in Westwood, New Jersey.  In
addition, certain Trustees (Robert S. Hekemian, Donald W. Barney, Herbert C.
Klein, Esq., Ronald J. Artinian and Robert S. Hekemian, Jr.) and members of the
immediate families of certain Trustees (Robert S. Hekemian and Herbert C. Klein,
Esq.) beneficially own 35% of the membership interests in Westwood
Hills.  Pursuant to the terms of an operating agreement, the Trust is
the Managing Member of Westwood Hills.  Hekemian & Co. currently
serves as the Managing Agent for Westwood Hills.  During the fiscal
year ended October 31, 2008, Westwood Hills paid Hekemian & Co.
$171,000in
management fees, which is included in the $2,033,000 mentioned
above.
  
 29
 
 The Trust owns a 40% equity interest in
WaynePSC.  H-TPKE, LLC, a New Jersey limited liability company,
acquired a 60% equity interest in WaynePSC.  Robert S. Hekemian and
members of his immediate family, including Robert S. Hekemian, Jr., a Trustee of
the Trust, who are also officers of Hekemian & Co., and other employees of
Hekemian & Co. control approximately 73% of the membership interests in
H-TPKE, LLC.  The Trust is the Managing Member of
WaynePSC.  WaynePSC owns a 323,000 +/- sq. ft. community shopping
center located in Wayne, New Jersey, known as the Preakness Shopping
Center.  Hekemian & Co. is the Managing Agent for the Preakness
Shopping Center.  During the fiscal year ended October 31, 2008,
WaynePSC paid Hekemian & Co. an annual property management fee in the
approximate amount of $230,000, which is included in the $2,033,000 mentioned
above, and leasing fees in the amount of $49,000.
  The Trust owns a 65% equity interest in
and is the managing and general partner of S&A.  The remaining 35%
of equity interests in S&A are owned by Robert S. Hekemian and members of
his immediate family, including Robert S. Hekemian, Jr., a Trustee of the Trust,
who are also officers of Hekemian & Co. and by other employees of Hekemian
& Co. and/or affiliates of Hekemian & Co.  The Trust, in
accordance with its investment policy, allowed the minority owners of S&A to
make a cash contribution to S&A of approximately $1.3 million that increased
their ownership interest in S&A from approximately 25% to
35%.  This additional investment, which approximates market value, was
made in February 2005.  On April 15, 2004, S&A purchased The
Pierre Towers, a residential apartment complex located in Hackensack, New
Jersey.  During the fiscal year ended October 31, 2008, Pierre Towers,
LLC on behalf of S&A paid Hekemian & Co. management fees in the amount
of $298,000, which is included in the $2,033,000 mentioned above.
  The law firm of Nowell Amoroso Klein
Bierman, P.A. was retained by the Trust during fiscal 2008 to furnish legal
services and received $18,000in
legal fees from the Trust for its services.  Mr. Klein, a Trustee, is
a partner in the law firm.
  The law firm of Giordano, Halleran
& Ciesla, P.C. was retained by the Trust during fiscal 2008 to furnish legal
services.  Mr. Aiello, an Executive Officer of the Trust, is an
officer and shareholder in the law firm.  During fiscal 2008,
Giordano, Halleran & Ciesla, P.C. received $81,600 in fees from the Trust
for its services.  In addition, Mr. Aiello paid to the law firm the
amount of $42,800, representing retainer and meeting fees which Mr. Aiello
received in connection with his services as Secretary and Executive Secretary of
the Trust during fiscal 2008.
  OTHER
MATTERS
  The Board of Trustees does not know of
any other business which will be presented for consideration at the Annual
Meeting.  Except as the Board of Trustees may otherwise permit, only
the business set forth and discussed in the Notice of Meeting and this Proxy
Statement may be acted on at the Annual Meeting.  If any other
business incident to the Annual Meeting is properly presented at the Annual
Meeting, or any adjournment thereof, the proxy holders will vote in regard
thereto according to their discretion insofar as such proxies are not limited to
the contrary.
   
 30
  RELATIONSHIP
WITH INDEPENDENT AUDITORS
 
 The Audit Committee makes the selection
of the Independent Auditors for the Trust.  Eisner LLP has served as
the Trust’s independent registered public accounting firm for fiscal 2007 and
2008.  All audit and non-audit services provided by the Trust’s
independent registered public accounting firm and the fees associated therewith
are pre-approved by the Audit Committee in accordance with the written charter
of the Audit Committee adopted by the Board of Trustees.  The Audit
Committee gives due consideration to the potential impact of all non-audit
services on auditor independence.  The engagement of Eisner LLP, which
was pre-approved by the Audit Committee, did not make use of the de minimis
exception for pre-approval contained in the rules of the SEC which permit
limited engagements for non-audit services involving amounts under a specified
threshold.
  In accord with Independent Standard
Board Standards No. 1 (Independence Discussion with Audit Committees) the Trust
received a letter and verbal communication from Eisner LLP that it knows of no
state of facts which would impair its status as the Trust’s Independent
Auditors.  The Audit Committee has considered whether the non-audit
services provided by Eisner LLP are compatible with maintaining its independence
and has determined that the nature and substance of any such limited non-audit
services have not impaired Eisner LLP’s status as the Trust’s Independent
Auditors.
  Audit
Fees
  Audit fees billed by Eisner LLP to the
Trust totaled $319,000 and $275,000, respectively,  for fiscal 2008
and 2007, for professional services rendered in connection with audit services
rendered to the Trust during such fiscal years.
  Audit-Related
Fees
  Eisner LLP did not bill the Trust for
any audit related services during fiscal 2008.  Eisner LLP billed the
Trust $5,500 for audit related services rendered in connection with a Form S-8
during fiscal 2007.
  Tax
Fees
  Eisner LLP billed the Trust $31,000 for
the preparation of its 2007 tax return during fiscal 2008.  Eisner LLP
billed the Trust $37,500 for the preparation of its 2006 tax return during
fiscal 2007, and $31,400 for other tax related services.
  All
Other Fees
  Eisner LLP did not bill the Trust for
any other services during fiscal 2008 or fiscal 2007.
  Presence
at Annual Meeting
  Representatives of Eisner LLP will be
present at the Annual Meeting and will have an opportunity to make a statement
if the representatives desire to do so and will be available to respond to
appropriate questions.
    
 31
  ANNUAL
REPORT
 The Annual Report to Shareholders (the
“Annual Report”) for the fiscal year ended October 31, 2008 accompanies this
Proxy Statement.  The Trust’s Annual Report on Form 10-K for the
fiscal year ended October 31, 2008 which the Trust has filed with the SEC,
excluding exhibits, is included in the Annual Report.  Eisner LLP has
audited the financial statements of the Trust for the fiscal year ended October
31, 2008, which financial statements are contained in the Annual
Report.  Such Annual Report, including the audited financial
statements contained therein, is not incorporated in this Proxy Statement and is
not deemed to be part of the proxy soliciting material.
  SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  Section 16(a) of the Exchange Act
requires the Trust’s Executive Officers and Trustees, and persons who own more
than 10% of the Shares, to file reports of ownership and changes in ownership on
Forms 3, 4 and 5 with the SEC.  Executive Officers, Trustees and
greater than 10% Shareholders are required by SEC regulation to furnish the
Trust with copies of all Forms 3, 4 and 5 they file.
  Based solely on the Trust’s review of
the copies of such forms it has received, the Trust believes that all of its
Trustees, Executive Officers and greater than 10% Shareholders complied with all
filing requirements applicable to them with respect to reports required to be
filed by Section 16(a) of the Exchange Act during fiscal 2008, except for (i) a
Form 4 for Donald W. Barney with respect to one purchase transaction, (ii) a
Form 4 for Robert S. Hekemian with respect to three purchase transactions for
the Hekemian & Co., Inc. Pension Plan, (iii) a Form 4 for Robert S. Hekemian
with respect to one purchase transaction for the Robert and Mary Jane Hekemian
Foundation, Inc., (iv) a Form 4 for Robert S. Hekemian with respect to three
distributions of Shares to him in his capacity as a partner in certain
partnerships holding Shares, (v) a Form 4 for Robert S. Hekemian, Jr. with
respect to one distribution of Shares to him in his capacity as a partner in
certain partnerships holding Shares, (vi) a Form 5 for Robert S. Hekemian with
respect to three purchase transactions for the Hekemian & Co., Inc. Pension
Plan, (vii) a Form 5 for Robert S. Hekemian, Jr. with respect to one purchase
transaction by a partnership in which Mr. Hekemian is a partner, and (viii) a
Form 5 for Ronald J. Artinian with respect to the distribution of shares to him
from a family trust in which Mr. Artinian was a beneficiary.  All of
the aforementioned Forms 4 and Forms 5 have been filed with the
SEC.
  SHAREHOLDER
COMMUNICATIONS WITH TRUSTEES
  The Board of Trustees has adopted a
formal process to be followed by those Shareholders who wish to communicate
directly with the Board of Trustees or any individual Trustee, or group of
Trustees of the Trust.  A Shareholder can contact the Board of
Trustees or any individual Trustee or group of Trustees, by sending a written
communication to:  The Board of Trustees, or any specifically
identified Trustee(s), First Real Estate Investment Trust of New Jersey, c/o
Secretary, 505 Main Street, P.O. Box 667, Hackensack, New Jersey
07602.  A Shareholder’s letter should also indicate that he or she is
a Shareholder of the Trust.  Any such communication received by the
Secretary of the Trust will be distributed to the Board of Trustees, or a member
or members thereof, as appropriate depending on the facts and circumstances
described in the communication received.  If a Shareholder
communication is addressed to one or more Trustees, but not the entire Board of
Trustees, the Secretary of the Trust shall notify any Trustees to whom such
communication was not addressed that such communication was received and shall
provide a copy of such communication upon request.  Communications
which are primarily commercial in nature or related to an improper or irrelevant
topic will not be forwarded to the Board of Trustees or any
Trustee.  If the Secretary of the Trust believes that the management
of the Trust
  
 32
 
 can
adequately handle the Shareholder’s inquiry or request, the Secretary will
forward such communication to the appropriate person(s).  At each
meeting of the Board of Trustees, a summary of all communications received since
the last Board of Trustees’ meeting which the Secretary elected not to forward
to the Board of Trustees or a Trustee(s) shall be presented, and all such
communications shall be made available to the Trustees upon
request.
  SHAREHOLDER
PROPOSALS AND RECOMMENDATIONS
 FOR
NOMINATION OF TRUSTEES
  Shareholder
proposals for presentation at the Trust’s 2010 Annual Meeting of Shareholders
must be received by the Trust at its principal executive offices for inclusion
in its proxy statement and form of proxy relating to that meeting no later than
October 31, 2009.  A Shareholder wishing to submit a proposal should
write to the Trust’s Secretary and include a detailed description of such
proposal.  The Nominating Committee or the Board of Trustees will also
consider candidates for nomination as Trustees who are recommended by one or
more Shareholders applying the same criteria for nominees described in the
section of this Proxy Statement entitled “Committees of the Board of Trustees –
Nominating Committee.”  A Shareholder who wishes to suggest a
candidate for nomination as a Trustee should write to the Trust’s Secretary and
include the following information:  (1) the name and contact
information for the candidate; (2) a statement of the candidate’s business
experience and educational background; (3) a detailed description describing any
relationship between the candidate and the proposing Shareholder; (4) a
statement by the Shareholder explaining why he or she believes that the
candidate is qualified to serve on the Board of Trustees and how his or her
service would benefit the Trust and its Shareholders; and (5) a statement that
the candidate is willing to be considered and willing to serve as a Trustee of
the Trust if nominated and elected.  A Shareholder wishing to suggest
to the Nominating Committee a candidate for election at the Trust’s 2010 Annual
Meeting of Shareholders must submit the required information to the Trust and
such information must be received by the Trust no later than October 31,
2009.
  
 33
 
 THE BOARD
OF TRUSTEES OF THE TRUST RECOMMENDS THAT THE SHAREHOLDERS VOTE IN FAVOR OF THE
NOMINEES, DONALD W. BARNEY AND HERBERT C. KLEIN, ESQ., FOR THREE YEAR TERMS TO
THE BOARD OF TRUSTEES.
  THIS
PROXY STATEMENT AND THE ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE ON THE
TRUST’S WEBSITE AT HTTP://WWW.FREITNJ.COM UNDER THE “INVESTOR RELATIONS” TAB AND
THE “PROXY MATERIALS” AND “ANNUAL REPORTS” TABS.  REQUESTS FOR
DIRECTIONS TO ATTEND THE ANNUAL MEETING IN PERSON SHOULD BE DIRECTED TO
SHAREHOLDER RELATIONS, FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, 505
MAIN STREET, P.O. BOX 667, HACKENSACK, NEW JERSEY 07602.
  ON
WRITTEN REQUEST, THE TRUST WILL PROVIDE WITHOUT CHARGE TO EACH RECORD OR
BENEFICIAL HOLDER OF SHARES OF BENEFICIAL INTEREST IN THE TRUST, A COPY OF THE
TRUST’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED OCTOBER 31, 2008, AS FILED
WITH THE SEC.  REQUESTS SHOULD BE ADDRESSED TO SHAREHOLDER RELATIONS,
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY, 505 MAIN STREET, P.O. BOX 667,
HACKENSACK, NEW JERSEY 07602.  IT SHOULD BE NOTED THAT A COPY OF THE
ANNUAL REPORT ON FORM 10-K IS INCLUDED WITH THE ANNUAL REPORT TO SHAREHOLDERS
WHICH ACCOMPANIES THIS PROXY STATEMENT.
  ALL SHAREHOLDERS ARE URGED TO MARK,
SIGN, DATE AND SEND THEIR PROXIES WITHOUT DELAY TO REGISTRAR AND TRANSFER
COMPANY, 10 COMMERCE DRIVE, CRANFORD, NEW JERSEY 07016.  PROMPT
RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE APPRECIATED.
  
 
 
 JOHN
      A. AIELLOSecretary
 
  February
27, 2009
  
  
  
 
 34
 
 REVOCABLE
PROXY
  FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
  |X|
PLEASE MARK VOTES AS IN THIS EXAMPLE
  Annual
Meeting of Holders of Shares of  Beneficial Interest
  April
7, 2009
  THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES.  The undersigned hereby nominates and appoints
Robert S. Hekemian and John A. Aiello, Esq. and each of them, the true and
lawful attorneys, agents and proxies of the undersigned, with full power of
substitution, to vote with respect to all of the shares, representing beneficial
interests, of FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY (the “Trust”)
standing in the name of the undersigned at the close of business on February 20,
2009, at the annual meeting of holders of shares of beneficial interest to be
held at the Trust’s headquarters, 505 Main Street, Hackensack, New Jersey 07602,
on April 7, 2009 at 7:30 p.m., and at any and all adjournments or postponements
thereof, with all powers that the undersigned would possess if personally
present and especially (but without limiting the general authorization and power
hereby given) to vote as indicated hereon.
  1.           ELECTION
OF TRUSTEE:
  Donald W.
Barney for a three (3) year
term                            For  o                      Withhold  o
  Herbert
C. Klein, Esq. for a three (3) year
term                       For  o                      Withhold  o
  
  2.           In
their discretion upon such other matters as may properly come before the meeting
or any adjournment or postponement thereof.  The shares represented by
this Proxy will be voted in the manner directed, and, if no instructions to the
contrary are indicated, will be voted FOR the election of the nominees indicated
on this Proxy.
  IMPORTANT:  Please
sign exactly as your name appears.  When signing as attorney,
executor, administrator, trustee or guardian, please set forth your full
title.  If signer is a corporation, please sign the full corporate
name by a duly authorized officer.  Joint owners should each
sign.
  
 Shareholder
sign above
  
 Co-holder
(if any) sign above
  Please be
sure to sign and date this Proxy in the box below
 
  Date:  _________________,
2009
  
 35
 
 Detach
above card, sign, date and mail in postage paid envelope provided.
  FIRST
REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
  
  PLEASE
ACT PROMPTLY
  SIGN,
DATE & MAIL YOUR PROXY CARD TODAY
  
  IF YOUR
ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND
RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.