SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20594



                                   FORM 10-Q



               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended January 31, 1997                   Commission File No. 2-48728


                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
             ------------------------------------------------------
             (exact name of registrant as specified in its charter)


      New Jersey                                 22-1697095
-------------------------------               -------------------
(State or other Jurisdiction of               (I.R.S. Employer
Incorporation or Organization)                Identification No.)


   505 Main Street, P.O. Box 667, Hackensack, New Jersey           07602
--------------------------------------------------------         ----------
      (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code   201-488-6400
                                                     ------------


       -----------------------------------------------------------------
              Former name, former address and former fiscal year,
                         if changed since last report.


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                       Yes [ X ]   No  [  ]

<PAGE>  


                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                                      INDEX


Part I:  Financial Information

         Item 1:  Financial Statements

                  a.)   Combined Balance Sheets for January 31, 1997 and October
                        31, 1996;

                  b.)   Combined Statements of Income and Undistributed Earnings
                        for Three Months Ended January 31,1997 and 1996;

                  c.)   Combined Statements of Cash Flows for Three Months Ended
                        January 31, 1997 and 1996;

         Item 2: Management's Discussion and Analysis of Results of Operations
                 and Financial Condition
            

Part II: Other Information

         Item 5. Other Information

         Item 6. Exhibits and Reports on Form 8-K




<PAGE>
<TABLE>
<CAPTION>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE

                             COMBINED BALANCE SHEETS
                      JANUARY 31, 1997 AND OCTOBER 31, 1996
                                   (Unaudited)



                                                          January        October
          ASSETS                                         31, 1997       31, 1996
                                                         ---------      --------
                                                               (In Thousands
                                                                of Dollars)
<S>                                                        <C>           <C>
Real estate, at cost, net of accumulated
    depreciation ...................................       $61,631       $61,693
Equipment, at cost, net of accumulated
    depreciation of $629,000 and $618,000 ..........           258           257
Cash ...............................................           468           243
Tenants' security accounts .........................           996           999
Sundry receivables .................................           462           555
Prepaid expenses and other assets ..................           957         1,209
Deferred charges, net ..............................           282           266
                                                           -------       -------

          Totals ...................................       $65,054       $65,222
                                                           =======       =======
          LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
    Mortgages payable ..............................       $33,786       $33,955
  Note payable - bank ..............................         6,091         5,662
    Accounts payable and accrued expenses ..........           327           347
    Dividends payable ..............................           546         1,029
    Tenants' security deposits .....................         1,095         1,098
    Deferred revenue ...............................           126           259
                                                           -------       -------
          Total liabilities ........................        41,971        42,350
                                                           -------       -------

Minority interest ..................................         2,935         2,888
                                                           -------       -------
Commitments and contingencies

Shareholders' equity:
    Shares of beneficial interest without par
    value; 1,560,000 shares authorized;
    1,559,788 shares issued and outstanding ........        19,314        19,314
    Undistributed earnings .........................           834           670
                                                           -------       -------
          Total shareholders' equity ...............        20,148        19,984
                                                           -------       -------

           Totals ..................................       $65,054       $65,222
                                                           =======       =======
                  See Notes to Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE

            COMBINED STATEMENTS OF INCOME AND UNDISTRIBUTED EARNINGS
                  THREE MONTHS ENDED JANUARY 31, 1997 AND 1996
                                   (Unaudited)

                       INCOME                             1997            1996
                       ------                             ----            ---- 
                                                            (In Thousands
                                                             of Dollars,
                                                              Except per
                                                            Share Amounts)
<S>                                                     <C>             <C>
Rental revenue:
    Rental income ..............................        $ 3,102         $ 2,990
    Real estate taxes reimbursed ...............            262             392
    Common area maintenance reimbursed .........             66             185
    Sundry income ..............................             43              43
                                                        -------         -------
        Totals .................................          3,473           3,610
                                                        -------         -------

Rental expenses:
    Operating expenses .........................            731             798
  Management fees ..............................            150             141
    Real estate taxes ..........................            529             649
    Interest ...................................            744             758
    Depreciation ...............................            397             384
                                                        -------         -------
        Totals .................................          2,551           2,730
                                                        -------         -------

Income from rental operations ..................            922             880
                                                        -------         -------

Other income (expense):
    Interest income ............................              1               4
    Interest expense ...........................           (118)           (111)
    General and administrative .................            (45)            (55)
                                                        -------         -------
        Totals .................................           (162)           (162)
                                                        -------         -------

Income before minority interest ................            760             718
Minority interest ..............................            (47)            (29)
                                                        -------         -------

Income before state income taxes ...............            713             689
Provision for state income taxes ...............              3
                                                        -------         -------

Net income .....................................        $   710         $   689
                                                        =======         =======

Earnings per share .............................        $   .46         $   .44
                                                        =======         =======
<PAGE>
<CAPTION>
            COMBINED STATEMENTS OF INCOME AND UNDISTRIBUTED EARNINGS
                  THREE MONTHS ENDED JANUARY 31, 1997 AND 1996
                                   (Unaudited)
                                   (continued)

     UNDISTRIBUTED EARNINGS                               1997            1996
     ----------------------                               ----            ---- 
                                                            (In Thousands
                                                             of Dollars,
                                                              Except per
                                                            Share Amounts)
<S>                                                     <C>             <C>
Balance, beginning of period ...................        $   670         $   675
Net income .....................................            710             689
Less dividends .................................           (546)           (546)
                                                        -------         -------

Balance, end of period .........................        $   834         $   818
                                                        =======         =======

Dividends per share ............................        $   .35         $   .35
                                                        =======         =======




                  See Notes to Combined Financial Statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE

                        COMBINED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED JANUARY 31, 1997 AND 1996
                                   (Unaudited)

                                                               1997         1996
                                                              -------      -------
<S>                                                           <C>          <C>
                                                                   (In Thousands
                                                                     of Dollars)
Operating activities:
    Net income ..........................................     $   710      $   689
    Adjustments to reconcile net income to net
        cash provided by operating activities:
        Depreciation and amortization ...................         414          404
        Deferred revenue ................................        (133)         (45)
      Minority interest .................................          47           29
        Changes in operating assets and liabilities:
           Tenants' security accounts ...................           3           (5)
           Sundry receivables, prepaid expenses and other
        assets ..........................................         155         (207)
           Deferred charges .............................         171           93
           Accounts payable and accrued expenses ........         (20)          26
           Tenants' security deposits ...................          (3)           5
                                                              -------      -------
               Net cash provided by operating activities        1,344          989
                                                              -------      -------

Investing activities - capital expenditures .............        (350)        (197)
                                                              -------      -------

Financing activities:
    Dividends paid ......................................      (1,029)      (1,154)
    Proceeds from note payable - bank ...................         429          555
    Repayment of mortgages ..............................        (169)        (155)
                                                              -------      -------
               Net cash used in financing activities ....        (769)        (754)
                                                              -------      -------

Net increase in cash ....................................         225           38
Cash, beginning of period ...............................         243          533
                                                              -------      -------

Cash, end of period .....................................     $   468      $   571
                                                              =======      =======
Supplemental disclosure of cash flow data:
    Interest paid .......................................     $   862      $   869
                                                              =======      =======

Supplemental schedule of noncash financing activities:
    Dividends declared but not paid amounted to $546,000 at January 31, 1997 and
    1996.

                  See Notes to Combined Financial Statements.
</TABLE>
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE

                     NOTES TO COMBINED FINANCIAL STATEMENTS


Note 1 - Organization and significant accounting policies:
                    Organization:
                       First Real  Estate  Investment  Trust of New Jersey  (the
                       "Trust") was  organized  November 1, 1961 as a New Jersey
                       Business   Trust.   The  Trust  is   engaged   in  owning
                       residential and commercial  income  producing  properties
                       located primarily in New Jersey.

                       The  Trust  has  elected  to be  taxed  as a Real  Estate
                       Investment Trust under the provisions of Sections 856-860
                       of the Internal  Revenue Code,  as amended.  Accordingly,
                       the  Trust  does not pay  Federal  income  tax on  income
                       whenever  income  distributed to shareholders is equal to
                       at least  95% of real  estate  investment  trust  taxable
                       income.  Further, the Trust pays no Federal income tax on
                       capital gains distributed to shareholders.

                       The  Trust  is   subject   to   Federal   income  tax  on
                       undistributed taxable income and capital gains. The Trust
                       may make an  annual  election  under  Section  858 of the
                       Internal  Revenue  Code  to  apply  part  of the  regular
                       dividends paid in each  respective  subsequent  year as a
                       distribution for the immediately preceding year.

                    Basis of presentation:
                       The combined financial  information included herein as at
                       January 31, 1997 and for the three months  ended  January
                       31, 1997 and 1996 is unaudited and, in the opinion of the
                       Trust,  reflects  all  adjustments  (which  include  only
                       normal   recurring   accruals)   necessary   for  a  fair
                       presentation  of the  combined  financial  position as of
                       that date and the  combined  results  of  operations  for
                       those periods.  The  information in the combined  balance
                       sheet as of October 31, 1996 was derived from the Trust's
                       audited annual report for 1996.

                    Principles of combination:
                       The combined financial statements include the accounts of
                       the  Trust and  Westwood  Hills,  LLC (the  "Affiliate"),
                       which have been combined on the basis of common  control.
                       The  Affiliate  is a limited  liability  company  that is
                       40%-owned  by the Trust and  managed  by  Hekemian & Co.,
                       Inc.  ("Hekemian"),  a company  which  manages all of the
                       Trust's  properties  and in which one of the  trustees of
                       the Trust is the  chairman  of the board.  Certain  other
                       members of the Affiliate are either trustees of the Trust
                       or their  families or officers of Hekemian.  The combined
                       financial  statements  include  100%  of the  Affiliate's
                       assets,  liabilities,  operations and cash flows with the
                       60% interest  owned by the other members of the Affiliate
                       reflected  as  "minority   interest."   All   significant
                       intercompany   accounts   and   transactions   have  been
                       eliminated in combination.
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE

                     NOTES TO COMBINED FINANCIAL STATEMENTS



Note 1 - Organization and significant accounting policies (continued):
                    Use of estimates:
                       The  preparation  of financial  statements  in conformity
                       with generally accepted  accounting  principles  requires
                       management to make estimates and assumptions  that affect
                       certain reported  amounts and  disclosures.  Accordingly,
                       actual results could differ from those estimates.

                    Cash:
                       The Trust and its Affiliate  maintain  their cash in bank
                       deposit  accounts which, at times,  may exceed  Federally
                       insured  limits.  The Trust  considers  all highly liquid
                       debt  instruments  purchased  with a  maturity  of  three
                       months or less to be cash  equivalents.  At  January  31,
                       1997  and  Octo-  ber 31,  1996,  the  Trust  had no cash
                       equivalents.

                    Depreciation:
                       Real  estate  and  equipment  are   depreciated   on  the
                       straight-line  method by  annual  charges  to  operations
                       calculated to absorb costs of assets over their estimated
                       useful lives.

                    Revenue recognition:
                       Income from leases is recognized on a straight-line basis
                       regardless  of  when  payment  is due.  Lease  agreements
                       between  the  Trust  and  commercial   tenants  generally
                       provide for  additional  rentals based on such factors as
                       percentage  of  tenants'  sales in  excess  of  specified
                       volumes,  increases in real estate taxes,  Consumer Price
                       Indices  and  common  area  maintenance  charges.   These
                       additional  rentals are generally included in income when
                       reported to the Trust,  when billed to tenants or ratably
                       over the appropriate period.

                    Deferred charges:
                       Deferred  charges  consist of mortgage  costs and leasing
                       commissions. Deferred mortgage costs are amortized on the
                       straight-line method by annual charges to operations over
                       the terms of the mortgages.  Deferred leasing commissions
                       are amortized on the straight-line  method over the terms
                       of the applicable leases.

                    Advertising:
                       The Trust expenses the cost of advertising and promotions
                       as  incurred.  Advertising  costs  charged to  operations
                       amounted  to  approximately  $5,000 and  $30,000  for the
                       three   months   ended   January   31,   1997  and  1996,
                       respectively.
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE

                     NOTES TO COMBINED FINANCIAL STATEMENTS

Note 1 - Organization and significant accounting policies (concluded):
                    Income taxes:
                       The Affiliate,  with the consent of its members,  elected
                       to be treated as a limited  liability  company  under the
                       applicable  sections of the Internal  Revenue Code. Under
                       these sections,  income or loss, in general, is allocated
                       to the members for inclusion in their  individual  income
                       tax  returns.  Accordingly,  there  is no  provision  for
                       income  taxes   applicable  to  the   operations  of  the
                       Affiliate   in  the   accompanying   combined   financial
                       statements.

                    Earnings per share:
                       Earnings  per share are  computed  based on the  weighted
                       average  number  of  shares  outstanding.   The  weighted
                       average  number of shares  outstanding  was 1,559,788 for
                       each of the three month  periods  ended  January 31, 1997
                       and 1996.


Note 2 - Real estate:
                    Real estate consists of the following:
<TABLE>
<CAPTION>
                                                 Range of
                                                 Estimated             January          October
                                                Useful Lives          31, 1997         31, 1996
                                                ------------          --------         --------
                                                                            (In Thousands
                                                                             of Dollars)
<S>                                            <C>                     <C>             <C>
         Land                                                          $21,631         $21,112
         Unimproved land                                                 2,240           2,472
         Apartment buildings                      7-40 years            22,162          21,909
         Commercial buildings                  25-31.5 years                58              58
         Shopping centers                        15-50 years            26,323          26,947
         Construction in
           progress                                                      1,042             969
                                                                       -------         -------
                                                                        73,456          73,467
         Less accumulated depreciation  
                                                                        11,825          11,774
                                                                       -------         -------

              Totals                                                   $61,631         $61,693
                                                                       =======         =======
</TABLE>
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS


Note 3 - Mortgages payable:
                    Mortgages payable consist of the following:
<TABLE>
<CAPTION>


                                                      January           October
                                                     31, 1997          31, 1996
                                                      -------           -------
                                                            (In Thousands
                                                             of Dollars)
<S>                                                   <C>               <C>
         State Mutual Life Insurance Co. (A)          $17,991           $18,068
         Travelers Insurance (B)                        5,286             5,319
         USG Annuity (C)                               10,308            10,346
         Summit Bank (D)                                  201               222
                                                      -------           -------

             Totals                                   $33,786           $33,955
                                                      =======           =======
</TABLE>
                       (A)    Payable  in  monthly   installments   of  $160,925
                              including  interest  at 9% through  August 1997 at
                              which time the  outstanding  balance  is due.  The
                              mortgage  is  secured  by  a  shopping  center  in
                              Frederick,  Maryland  having a net  book  value of
                              approximately $25,601,000.

                       (B)    Payable   in  monthly   installments   of  $55,287
                              including  interest at 10% through  September 2001
                              at which time the outstanding  balance is due. The
                              mortgage  is  secured  by  a  shopping  center  in
                              Westwood,  New  Jersey  having a net book value of
                              approximately $11,832,000.

                       (C)    Payable   in  monthly   installments   of  $79,655
                              including interest at 7.8% through October 2002 at
                              which time the  outstanding  balance  is due.  The
                              mortgage  is  secured by an  apartment  complex in
                              Westwood,  New  Jersey  having a net book value of
                              approximately $14,864,000.

                       (D)    Payable   in   monthly   installments   of  $8,555
                              including interest at 7.625% through March 1999 at
                              which time the  outstanding  balance  is due.  The
                              mortgage  is secured by an  apartment  building in
                              Spring Lake, New Jersey having a net book value of
                              approximately  $618,000.  One of the  directors of
                              the bank is a trustee of the Trust.
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS


                    Principal  amounts (in  thousands  of dollars) due under the
                    above  obligations  in each of the five years  subsequent to
                    January 31, 1997 are as follows:
<TABLE>
<CAPTION>
                       Year Ending
                       January 31,                                     Amount
                       -----------                                     ------
                         <S>                                           <C>
                          1998                                         $18,378
                          1999                                             421
                          2000                                             365
                          2001                                             386
                          2002                                           4,867
</TABLE>

                    The carrying amount of mortgages  payable  approximates fair
                    value at January 31, 1997.


Note 4 - Note payable - bank:
                    Note  payable  -  bank  consists  of   borrowings   under  a
                    $20,000,000  revolving line of credit  agreement with Summit
                    Bank which expires on June 30, 1997.  The first  $10,000,000
                    of  borrowings  under the line of credit  bear  interest  at
                    either  the  prime  rate or the  LIBOR  rate  plus 200 basis
                    points.  Any excess  borrowings  bear interest at either the
                    prime  rate  plus  1/2% or the  LIBOR  rate  plus 250  basis
                    points.  Outstanding  borrowings  are  secured by all of the
                    Trust's  properties  except the shopping  centers located in
                    Frederick,  Maryland and Westwood,  New Jersey, an apartment
                    complex in Westwood,  New Jersey,  and any vacant land owned
                    by the Trust.


Note 5 - Commitments and contingencies:
                    Leases:
                       Commercial tenants:
                           The Trust leases  commercial  space having a net book
                           value of  approximately  $39,023,000  at January  31,
                           1997 to tenants  for  periods of up to twenty  years.
                           Most of the leases contain clauses for  reimbursement
                           of real  estate  taxes,  maintenance,  insurance  and
                           certain other  operating  expenses of the properties.
                           Minimum rental income (in thousands of dollars) to be
                           received from noncancelable operating leases in years
                           subsequent to January 31, 1997 are as follows:
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE
                     NOTES TO COMBINED FINANCIAL STATEMENTS

Note 5 - Commitments and contingencies:
                    Leases:
                       Commercial tenants: (continued)
<TABLE>
<CAPTION>
                       Year Ending
                       January 31,                                     Amount
                       -----------                                     ------
                         <S>                                           <C>
                         1998                                          $ 3,696
                         1999                                            3,438
                         2000                                            3,015
                         2001                                            2,588
                         2002                                            2,340
                         Thereafter                                      9,624
                                                                       -------
                         Total                                         $24,701
                                                                       =======
</TABLE>
                           The above amounts assume that all leases which expire
                           are not renewed  and,  accordingly,  neither  minimal
                           rentals  nor  rentals  from  replacement  tenants are
                           included.  In  addition,  the  above  amounts  do not
                           include any future minimum rentals to be received for
                           the shopping  center in Frank- lin Lakes,  New Jersey
                           having a net book value of  approximately  $1,590,000
                           at January 31, 1997.  Management  closed the shopping
                           center on September 1, 1995 except for one tenant who
                           vacated   the   premises   on   November   1,   1996.
                           Commencement  of  a  complete   refurbishing  of  the
                           premises is  currently in progress and it is expected
                           to be open for  operations  in the Fall of 1997.  The
                           cost of  refurbishing  is  currently  anticipated  to
                           approximate $10,000,000.

                           Minimum  future  rentals  do not  include  contingent
                           rentals which may be received under certain leases on
                           the basis of  percentage of reported  tenants'  sales
                           volume  or  increases  in  Consumer   Price  Indices.
                           Contingent rentals included in income for each of the
                           three months ended January 31, 1997 and 1996 were not
                           material.

                       Residential tenants:
                           Lease terms for  residential  tenants are usually one
                           year or less.

<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST
                           OF NEW JERSEY AND AFFILIATE

                     NOTES TO COMBINED FINANCIAL STATEMENTS



Note 5 - Commitments and contingencies (concluded):
                    Acquisition:
                       The Trust has  entered  into a  contract  to  purchase  a
                       64,000 square foot shopping  center to be  constructed in
                       Patchogue,   New  York  for   approximately   $11,400,000
                       including  commissions and estimated  professional  fees.
                       The  contract  to  purchase  the   Patchogue   center  is
                       contingent upon the  construction  being completed during
                       the Spring of 1997.

                    Standby letters of credit:
                       At  January  31,  1997,  the  Trust  is  obligated  under
                       irrevocable  standby  letters of credit of  approximately
                       $1,550,000  in  connection  with  certain  required  land
                       improvements at the Franklin Lakes shopping center.


Note 6 - Management agreement:
                    The  properties  owned by the  Trust and the  Affiliate  are
                    currently  managed by  Hekemian.  The  management  agreement
                    requires fees equal to a percentage of rents collected. Such
                    fees were approximately  $150,000 and $141,000 for the three
                    months ended January 31, 1997 and 1996, respectively.


Note 7 - Earnings per share:
                    Earnings per share,  based on the weighted average number of
                    shares  outstanding  during each  period,  are  comprised of
                    ordinary income.



                                      * * *
<PAGE>



ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                  OPERATIONS AND FINANCIAL CONDITION

         The  following  discussion  should  be read  in  conjunction  with  the
attached financial  statements and notes thereto,  and the Registrant's  audited
financial statements and notes thereto for Fiscal Year ended October 31, 1996.

Results of Operations

         The  earnings  per  share  were  $0.46 for the  First  Quarter  1997 as
compared to $0.44 per share for the First Quarter of 1996.

         The  increase in earnings  was  realized  despite the fact the Franklin
Lakes Shopping Center,  as discussed in Part II, Item 5 hereinafter,  was closed
for operations in the fall of 1996.

         Rental income  increased from  $2,990,000 for the First Quarter of 1996
to $3,102,000  for the First Quarter of 1997. The increase in income from rental
operations,  which was $922,000 for the First  Quarter 1997 and $880,000 for the
same period in 1996, was due to a decrease in operating expenses and real estate
taxes.  The  decrease in operating  expenses  was due, in large part,  to a mild
winter  in  1996-1997  as  compared  with the prior  fiscal  year  resulting  in
diminished heating and snow removal costs.

Financial Condition

         The Registrant continues to generate cash sufficient to meet all of its
operational  needs.  Registrant  does not anticipate that it will be required to
borrow funds to sustain the current dividend payment schedule of $0.35 per share
for each of the first three quarters of Fiscal Year 1997.



<PAGE>



PART II.          OTHER INFORMATION

Item 5.  Other Information

                  A)    Franklin   Lakes,   New  Jersey   Shopping  Center  (the
                        "Franklin Lakes Center"

                        The  Registrant  closed  the  Franklin  Lakes  Center in
                        December,  1996.  Demolition of the Center was completed
                        during January, 1997.

                        The   Registrant  is  in  the  process  of   negotiating
                        contracts   with  third   party   contractors   for  the
                        construction  of a new center  containing  approximately
                        88,000  square feet of leasable  space.  The  Registrant
                        anticipates that  construction will begin prior to March
                        1,  1997  and that the new  center  will be  operational
                        before January 1, 1998.

                        The  Registrant  authorized the payment of the following
                        fees to Hekemian & Co., Inc., its managing agents:

                            a) $125,000 in consideration  for all work completed
                            in securing  governmental  approvals  in  connection
                            with the new center;

                            b)  $150,000  in  consideration  for  the  planning,
                            coordination  and oversight in  connection  with the
                            construction of the new center.

                        In  addition,  Registrant  has  agreed to  negotiate  an
                        agreement pursuant to which Hekemian & Co., Inc. will be
                        paid a fee  for  negotiating  all  leases  for  the  new
                        center.

                  B)    Patchogue,  New York  Shopping  Center  (the  "Patchogue
                        Center")

                        The  Registrant  anticipates  that the Patchogue  Center
                        will  be  completed  by May 1,  1997.  As a  result,  it
                        expects  to close  title for the center on or about June
                        1, 1997.

                        The  Registrant  authorized  the payment of a fee in the
                        amount of $390,000 to Hekemian & Co.,  Inc. for all work
                        which it performed in the acquisition and the monitoring
                        of construction of the Patchogue Center.

                  C)    Line of Credit with Summit Bank

                        The Line of Credit with Summit Bank was  extended  for a
                        six month interim  period.  The Registrant  expects that
                        the Line of Credit will be extended  for a period of one
                        or two years based at the end of the interim period.








<PAGE>



Item 6.  Exhibits and Reports on Form 8-K

                  The  Registrant  did not file any 8-K Reports during the First
                  Quarter 1997.


<PAGE>


                                   SIGNATURES





  Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                               FIRST REAL ESTATE INVESTMENT
                                               TRUST OF NEW JERSEY
                                                      (Registrant)




Date April 1, 1997



                                               /s/ William R. DeLorenzo, Jr.
                                               -----------------------------
                                                        (Signature)*
                                               William R. DeLorenzo, Jr.
                                               Executive Secretary and Treasurer







*Print name and title of the signing officer under his signature.
<PAGE>


                SALES OF UNREGISTERED SECURITIES (DEBT OR EQUITY)

                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY















                                     N O N E