SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 10-Q



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



For Quarter Ended July 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.)       Balance  Sheets  for July  31,  1997 and
                                        October 31, 1996;

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

                              c.)       Statements of Cash Flows for Nine Months
                                        Ended July 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

                                 BALANCE SHEETS
                       JULY 31, 1997 AND OCTOBER 31, 1996
                                   (Unaudited)

                                                            July          October
        ASSETS                                            31, 1997       31, 1996
                                                          --------       --------
                                                              (In Thousands
                                                                of Dollars)
<S>                                                        <C>           <C>
Real estate, at cost, net of accumulated
    depreciation ...................................       $52,565       $46,836
Equipment, at cost, net of accumulated
    depreciation of $641,000 and $608,000 ..........           185           186
Investment in affiliate ............................         1,930         1,924
Cash ...............................................         2,026           189
Tenants' security accounts .........................           747           754
Sundry receivables .................................           332           537
Prepaid expenses and other assets ..................         1,192         1,090
Deferred charges, net ..............................           355           158
                                                           -------       -------

          Totals ...................................       $59,332       $51,674
                                                           =======       =======

        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
    Mortgages payable ..............................       $24,546       $23,609
    Note payable - bank ............................        10,383         5,662
    Accounts payable and accrued expenses ..........           217           278
    Construction liabilities .......................         2,259
    Dividends payable ..............................           546         1,029
    Tenants' security deposits .....................           875           853
    Deferred revenue ...............................                         259
                                                           -------       -------
          Total liabilities ........................        38,826        31,690
                                                           -------       -------

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 ..........................        1,192           670
                                                           -------       -------
          Total shareholders' equity ...............        20,506        19,984
                                                           -------       -------

           Totals ..................................       $59,332       $51,674
                                                           =======       =======

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

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


                                          Nine Months               Three Months
                                         Ended July 31,             Ended July 31,
                                      --------------------      --------------------
               INCOME                   1997         1996         1997         1996
                                                 (In Thousands of Dollars,
                                                 Except Per Share Amounts)
<S>                                   <C>          <C>          <C>          <C>
Revenue:
    Rental income ...............     $ 7,419      $ 7,209      $ 2,508      $ 2,421
    Reimbursements ..............       1,060        1,188          375          326
    Equity in income of affiliate         123           56           46           32
    Sundry income ...............         110          130           28           29
                                      -------      -------      -------      -------
          Totals ................       8,712        8,583        2,957        2,808
                                      -------      -------      -------      -------

Expenses:
    Operating expenses ..........       1,988        2,083          661          623
    Management fees .............         369          358          121          116
    Real estate taxes ...........       1,258        1,294          419          423
    Interest ....................       1,960        1,998          648          666
    Depreciation ................         978          960          332          323
                                      -------      -------      -------      -------
          Totals ................       6,553        6,693        2,181        2,151
                                      -------      -------      -------      -------

Net income ......................     $ 2,159      $ 1,890      $   776      $   657
                                      =======      =======      =======      =======

Earnings per share ..............     $  1.38      $  1.21      $   .49      $   .42
                                      =======      =======      =======      =======


          UNDISTRIBUTED EARNINGS

Balance, beginning of period ....     $   670      $   675      $   961      $   816
Net income ......................       2,159        1,890          776          657
Less dividends ..................      (1,637)      (1,638)        (545)        (546)
                                      -------      -------      -------      -------

Balance, end of period ..........     $ 1,192      $   927      $ 1,192      $   927
                                      =======      =======      =======      =======

Dividends per share .............     $  1.05      $  1.05      $   .35      $   .35
                                      =======      =======      =======      =======


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

                               STATEMENTS OF CASH FLOWS
                       NINE MONTHS ENDED JULY 31, 1997 AND 1996
                                     (Unaudited)


                                                                1997         1996
                                                              -------      -------
                                                                 (In Thousands
                                                                   of Dollars)
<S>                                                           <C>          <C>
Operating activities:
    Net income ..........................................     $ 2,159      $ 1,890
    Adjustments to reconcile net income to net
        cash provided by operating activities:
        Depreciation and amortization ...................       1,005        1,014
        Deferred revenue ................................        (259)          99
        Equity in income of affiliate ...................        (123)         (56)
        Changes in operating assets and liabilities:
           Tenants' security accounts ...................           7          (24)
           Sundry receivables, prepaid expenses and other
            assets ......................................         103       (1,206)
           Deferred charges .............................                      (36)
           Accounts payable and accrued expenses ........         (61)         314
           Tenants' security deposits ...................          22           21
                                                              -------      -------
               Net cash provided by operating activities        2,853        2,016
                                                              -------      -------

Investing activities:
    Capital expenditures ................................      (4,447)        (570)
    Distributions from affiliate ........................         117           40
                                                              -------      -------
               Net cash used in investing activities ....      (4,330)        (530)
                                                              -------      -------

Financing activities:
    Dividends paid ......................................      (2,120)      (2,246)
    Proceeds from note payable - bank ...................       4,721          997
    Net proceeds from mortgage refinancing ..............       1,314
    Repayment of mortgages ..............................        (377)        (370)
    Deferred mortgage costs .............................        (224)
                                                              -------      -------
               Net cash provided by (used in) financing
               activities ...............................       3,314       (1,619)
                                                              -------      -------

Net increase (decrease) in cash .........................       1,837         (133)
Cash, beginning of period ...............................         189          465
                                                              -------      -------

Cash, end of period .....................................     $ 2,026      $   332
                                                              =======      =======

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

                               STATEMENTS OF CASH FLOWS
                       NINE MONTHS ENDED JULY 31, 1997 AND 1996
                                     (Unaudited)


                                                                1997         1996
                                                              -------      -------
                                                                 (In Thousands
                                                                   of Dollars)
<S>                                                           <C>          <C>
Supplemental disclosure of cash flow data:
    Interest paid, net of capitalized interest of
    $51,000 in 1997 .....................................     $ 1,961      $ 1,999
                                                              =======      =======


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

     Capital  expenditures  incurred but not paid aggregated  $2,259,000 at July
     31, 1997.

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

                          NOTES TO 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 financial  information included herein as at July 31,
                       1997 and for the nine and  three  months  ended  July 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  financial  position as of that date
                       and the  results of  operations  for those  periods.  The
                       information  in the balance  sheet as of October 31, 1996
                       was derived from the Trust's  audited  annual  report for
                       1996.

                    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.

                    Investment in Affiliate:
                       The Trust's 40%  investment in Westwood  Hills,  LLC (the
                       "Affiliate") is accounted for using the equity method.

                    Cash:
                       The Trust  maintains  its 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 July 31, 1997 and October 31, 1996,
                       the Trust had no cash equivalents.
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS


Note 1 - Organization and significant accounting policies (concluded):
                    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  $23,000  and $37,000 for the
                       nine months  ended July 31, 1997 and 1996,  respectively,
                       and  approximately  $7,000  for each of the  three  month
                       periods ended July 31, 1997 and 1996.

                    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 nine and three month  periods  ended July 31,
                       1997 and 1996.

                    Change in accounting policy:
                       The Trust has  changed its method of  accounting  for its
                       investment in Affiliate.  Previously, the accounts of the
                       Affiliate  were  combined  with those of the Trust on the
                       basis of common control. However, in as much as the Trust
                       does not maintain  unilateral control over the Affiliate,
                       the equity  method of  accounting  for the  investment is
                       deemed   to  be  more   appropriate.   Accordingly,   the
                       accompanying   1996   financial   statements   have  been
                       restated.  The restatement had no effect on shareholders'
                       equity, net income or earnings per share.
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS


Note 2 - Investment in affiliate:
                    The  Trust  is a 40%  member  of the  Affiliate,  a  limited
                    liability  company  that is 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  Affiliate  owns a residential
                    apartment complex located in Westwood, New Jersey.

                    Summarized financial information of the Affiliate as of July
                    31,  1997 and  October  31,  1996 and for the nine and three
                    months ended July 31, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
                                                            July         October
                                                          31, 1997      31, 1996
                                                          --------      --------
                                                               (In Thousands
                                                                of Dollars)
<S>                                                       <C>            <C>
Balance sheet data:
    Assets:
       Real estate and equipment, net ............        $14,751        $14,928
       Other .....................................            560            544
                                                          -------        -------

             Total assets ........................        $15,311        $15,472
                                                          =======        =======

    Liabilities and equity:
       Liabilities:
         Mortgage payable ........................        $10,231        $10,346
         Other ...................................            255            314
                                                          -------        -------
             Totals ..............................         10,486         10,660
                                                          -------        -------

      Members' equity:
         Trust ...................................          1,930          1,924
         Others ..................................          2,895          2,888
                                                          -------        -------
             Totals ..............................          4,825          4,812
                                                          -------        -------

             Total liabilities and equity ........        $15,311        $15,472
                                                          =======        =======
</TABLE>
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS


Note 2 - Investment in affiliate: (concluded):

<TABLE>
<CAPTION>
                                         Nine Months             Three Months
                                            Ended                   Ended
                                           July 31,                July 31,
                                      ------------------      ------------------
                                        1997        1996        1997        1996
                                      ------      ------      ------      ------
                                             (In Thousands of Dollars)
<S>                                   <C>         <C>         <C>         <C>
Income statement data:

    Rental revenue .............      $1,878      $1,750      $  632      $  594
    Rental expenses ............       1,570       1,610         515         514
                                      ------      ------      ------      ------

    Net income .................      $  308      $  140      $  117      $   80
                                      ======      ======      ======      ======
</TABLE>

Note 3 - Real estate:
                    Real estate consists of the following:

<TABLE>
<CAPTION>
                                            Range
                                         of Estimated          July          October
                                         Useful Lives        31, 1997       31, 1996
                                         ------------        --------       --------
                                                                  (In Thousands
                                                                    of Dollars)
<S>                                     <C>                   <C>            <C>
       Land                                                   $17,782        $17,263
       Unimproved land                                          2,258          2,472
       Apartment buildings                 7-40 years          10,634         10,170
       Commercial buildings             25-31.5 years              58             58
       Shopping centers                   15-50 years          26,348         26,947
       Construction in progress                                 7,140            969
                                                              -------        -------
                                                               64,220         57,879
       Less accumulated depreciation                           11,655         11,043 
                                                              -------        -------

           Totals                                             $52,565        $46,836
                                                              =======        =======
</TABLE>
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS


Note 4 - Mortgages payable:
                    Mortgages payable consist of the following:
<TABLE>
<CAPTION>
                                                         July           October
                                                       31, 1997        31, 1996
                                                       --------        --------
                                                           (In Thousands
                                                            of Dollars)
<S>                                                      <C>             <C>
Northern Life Insurance Cos. (A) ...............         $19,181
State Mutual Life Insurance Co. (A) ............                         $18,068
Travelers Insurance (B) ........................           5,217           5,319
Summit Bank (C) ................................             148             222
                                                         -------         -------

    Totals .....................................         $24,546         $23,609
                                                         =======         =======
</TABLE>
       (A)          On June 30, 1997, the Trust repaid the existing  mortgage on
                    the Frederick,  Maryland shopping center utilizing  proceeds
                    from  a new  mortgage  in the  amount  of  $19,200,000  with
                    Northern Life  Insurance Cos. The new mortgage is payable in
                    monthly installments of $152,153 including interest at 8.31%
                    through June 2007 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
                    $25,292,000.

       (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 $11,738,000.

       (C)          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  $579,000. One of the directors of the bank
                    is a trustee of the Trust.

                    Principal  amounts (in  thousands  of dollars) due under the
                    above  obligations  in each of the five years  subsequent to
                    July 31, 1997 are as follows:

                       Year Ending
                        July 31,                                      Amount
                        --------                                      ------
                          1998                                         $476
                          1999                                          487
                          2000                                          465
                          2001                                          509
                          2002                                          557
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS


                    Based on borrowing rates  currently  available to the Trust,
                    the carrying amount of mortgages  payable  approximates fair
                    value at July 31, 1997.

Note 5 - 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  October  31,   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 and any vacant
                    land owned by the Trust.

Note 6 - Commitments and contingencies:
                    Leases:
                       Commercial tenants:
                           The Trust leases  commercial  space having a net book
                           value of  approximately  $44,743,000 at July 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 July 31, 1997 are as follows:

                            Year Ending
                              July 31,                                Amount
                              --------                                ------

                                1998                                 $ 3,993
                                1999                                   3,792
                                2000                                   3,387
                                2001                                   3,186
                                2002                                   2,808
                                Thereafter                            13,652
                                                                     -------
                                Total                                $30,818
                                                                     =======

                           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 Franklin  Lakes,  New Jersey
                           having a net book value of  approximately  $7,688,000
                           at July 31,  1997.  Management  closed  the  shopping
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS


Note 6 - Commitments and contingencies: (concluded)
                    Leases:
                       Commercial tenants:
                           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
                           nine and three  months  ended July 31,  1997 and 1996
                           were not material.

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

                    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 Trust  anticipates  to complete this  acquisition  in
                       September 1997.

                    Standby letters of credit:
                       At  July  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 7 - Management agreement:
                    The properties  owned by the Trust are currently  managed by
                    Hekemian.  The management agreement requires fees equal to a
                    percentage of rents collected.  Such fees were approximately
                    $369,000  and  $358,000  for the nine months  ended July 31,
                    1997 and 1996, respectively,  and approximately $121,000 and
                    $116,000  for the three months ended July 31, 1997 and 1996,
                    respectively.

Note 8 - 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  from  the   Registrant's   regular
operations  were $0.49 for the Third  Quarter of 1997 as  compared  to $0.42 per
share for the Third Quarter of 1996. The increase in the earnings is due to both
an increase in rental income and a decrease in operating  expenses which allowed
Registrant to absorb an increase in real property taxes.  The increase in rental
income was realized  despite the closing of Franklin Lakes  Shopping  Center for
the purpose of razing all present  structures and to erect an enlarged  shopping
center at the site.

                  Registrant  experienced  an increase in the earnings per share
for the first nine months of 1997.  The earnings per share were $1.38 in 1997 as
compared  to $1.21 for the first nine  months of 1996.  The  increase  in rental
income was coupled with a decrease in operating  expenses  during the first nine
months of 1997  resulting  in the improved  earnings  despite the closing of the
Franklin Lakes Shopping Center.

                  As  described  in the 8-K  attached  hereto  as  Item  6,  the
Registrant  has  changed  its method of  accounting  for its  investment  in the
Westwood Hills,  L.L.C.  Prior to the fiscal year 1997, the Registrant  prepared
its Financial Statements on a consolidated basis. Since the Registrant does not,
however, maintain unilateral control over the Westwood Hills, L.L.C. it has been
determined that the equity method of accounting would be more  appropriate.  The
equity  method  was  adopted  retroactively.  As a  result,  the 1996  financial
statements  have been restated to reflect the  foregoing  accounting  change.  A
10K/A  has been  filed by the  Registrant  which  reflects  this  change  in the
accounting for Westwood Hills, L.L.C.

                  In  addition,  the  Registrant  will use the equity  method of
accounting with respect to Westwood Hills, L.L.C. as of fiscal year 1997.

Financial Condition

                  The Registrant  continues to generate cash  sufficient to meet
all of its operational needs. Registrant does anticipate,  however, that it will
borrow  against its Line of Credit or secure one or more  mortgages  to generate
the funds required to construct the center in Franklin Lakes and to purchase the
center in Patchogue, New York as hereinafter described in Item 5 hereof.
<PAGE>
PART II.  OTHER INFORMATION

Item 5.           OTHER INFORMATION

                  A)       Franklin Lakes Shopping  Center,  Franklin Lakes, New
                           Jersey

                           The Franklin Lakes Shopping Center is presently under
                           construction.  The Registrant has, however, completed
                           the construction of the 42,000 square foot food store
                           which was  turned  over to its tenant for fit up work
                           on or about August 1, 1997. The food store  presently
                           anticipates  that it will  complete all of its fit up
                           costs  so that it is open  for  business  on or about
                           October 15, 1997.

                           As a result,  the Registrant  expects to receive rent
                           for the food shopping  center for  approximately  one
                           half-month during fiscal year 1997.

                           The balance of the  shopping  center,  consisting  of
                           approximately  46,000 square feet,  will be completed
                           on or about  January,  1998. The Registrant is in the
                           process of seeking tenants for this space.

                  B)       Patchogue, New York

                           The Patchogue, New York shopping center was completed
                           during May, 1997.  Under the purchase  agreement with
                           the   Registrant,   the  builder  is  responsible  to
                           complete  certain  site  work  before  Registrant  is
                           required  to  close  title.   The  builder  has  been
                           requested  and is in the  process of  completing  the
                           site work.

                           The food shopping  market tenant has opened the store
                           for operations.

                           The Registrant  anticipates  that it will close title
                           to the Patchogue  Shopping Center on or about October
                           1, 1997 upon  completion  by the  builder of all site
                           work  and  final  review  of  the  structure   before
                           acceptance by Registrant and a closing of title.

                  C)       Line of Credit with Summit Bank

                           The Line of Credit with Summit Bank has been extended
                           through  October 31, 1997.  The Registrant and Summit
                           Bank are in the  process  of  negotiating  the formal
                           extension of the line of credit for a minimum  period
                           of one (1) year.
<PAGE>
                  D)       Mortgage on the Westridge Shopping Center,  Frederick
                           Maryland ("Westridge Shopping Center")

                           The  Registrant  has  closed a new  mortgage  for its
                           Westridge  Shopping  Center on June 30, 1997.  At the
                           time of the mortgage closing,  the prior mortgage was
                           paid off.  The new mortgage is in the amount of $19.2
                           million.  The  term of the new  mortgage  is ten (10)
                           years with a twenty (20) year  payout.  The  interest
                           rate  for the new  mortgage  is  8.31%.  The  current
                           mortgage   bears  an  interest  rate  of  9%  with  a
                           twenty-five (25) year payout.

                           Because of the  decrease  in the payout  period  from
                           twenty-five  (25)  years to twenty  (20)  years,  the
                           Registrant's   payments  of  principal  and  interest
                           increased from  $160,924.00  under the prior mortgage
                           to $164,320,00 under the present mortgage despite the
                           decrease in the interest rate.

                  E)       At the  August 6, 1997  meeting  of the  Registrant's
                           Board  of  Trustees,   the  formation  of  Audit  and
                           Executive Committees was authorized:

                           (a)       The Audit  Committee  will  consist  of the
                                     following  members of the Registant's Board
                                     of Trustees:

                                    a)      Donald W. Barney
                                    b)      Charles J. Dodge
                                    c)      Alan L. Aufzien

                           (b)      The Executive Committee will consist of the
                                    following  members of the Registrant's Board
                                    of Trustees:

                                    a)      Robert S. Hekemian
                                    b)      Donald W. Barney
                                    c)      Herbert C. Klein
                                    d)      Ronald J. Artinian

         ITEM 6.           Exhibits and Reports on Form 8-K

                           The Registrant  filed the 8-K attached dated June 20,
                           1997.
<PAGE>


                                   SIGNATURES


                  Pursuant to the  requirements  of  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)


DATED:  September 15, 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>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                          Date of Report: June 20, 1997



                       FIRST REAL ESTATE INVESTMENT TRUST
                                  OF NEW JERSEY

             (Exact name of registrant as specified in its charter)

  New Jersey                         2-27018                   22-1697095
--------------------------------------------------------------------------------
(State or other                 (Commission File             (I.R.S. Employer
jurisdiction of                      number)                 Identification
incorporation)                                               Number)


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


        Registrant's telephone number, including area code 201-488-6400
<PAGE>
Item 5.  Other Events

         The Registrant has received a letter of comment from the Securities and
Exchange  Commission (the "SEC") dated May 28, 1997, a copy of which is attached
to this 8-K under Item 7 (the "SEC Letter").

         An amended  10K/A will be filed in  response to the  comments  from the
SEC.

         With  respect to the SEC's  comments  set forth in the SEC Letter as to
Note 1, the Registrant has agreed to use the equity method of accounting for its
investment in the Westwood Hills,  L.L.C. (the "LLC") for each accounting period
commencing  with the first quarter fiscal year 1997 and to restate all financial
statements as they appeared in the 10-K filed for fiscal year 1996. Prior to the
change to the equity  method,  the Registrant had reported its investment in the
LLC on a consolidated basis.

         As a consequence  of changing the  accounting for the LLC to the equity
method, the following is a summary of the significant changes which will occur:

         1.  The  Combined  Balance  Sheets  of the  Registrant  based  upon the
consolidated method of accounting for the LLC shows that the Total Assets, Total
Liabilities,  Minority Interest and Total Shareholder's Equity as of October 31,
1996 and 1995 were as follows:
<TABLE>
<CAPTION>

                                                   1996                  1995
                                               -----------           -----------
<S>                                            <C>                   <C>
Total Assets .......................           $65,222,000           $65,535,000
Total Liabilities ..................            42,350,000            42,587,000
Minority Interest ..................             2,888,000             2,959,000
Total Shareholders'
    Equity .........................            19,984,000            19,989,000
</TABLE>

         2. As a result of the change to the equity  method of  accounting,  the
Restated  Balance  Sheets of the Registrant  will show that Total Assets,  Total
Liabilities and Total Shareholders'  Equity as of October 31, 1996 and 1995 will
be as follows:
<TABLE>
<CAPTION>

                                                   1996                  1995
                                               -----------           -----------
<S>                                            <C>                   <C>
Total Assets .......................           $51,674,000           $51,838,000
Total Liabilities ..................            31,690,000            31,849,000
Total Shareholders'
    Equity .........................            19,984,000            19,989,000
</TABLE>
<PAGE>
         3. The Combined Statements of Income and Undistributed Earnings for the
years ended October 31, 1996, 1995 and 1994, based upon the consolidated  method
of accounting for the LLC, were as follows:
<TABLE>
<CAPTION>


                                   1996               1995               1994
                               -----------        -----------        -----------
<S>                            <C>                <C>                <C>
Total Revenues ........        $13,678,000        $13,250,000        $11,162,000
Total Expenses ........         10,218,000          9,592,000          8,235,000
Net Income ............          2,662,000          2,786,000          2,383,000
Earnings per
      share ...........        $      1.71        $      1.79        $      1.53
</TABLE>

         4. As a result of the change to the equity  method of  accounting,  the
Statements of Income and Undistributed  Earnings for the years ended October 31,
1996, 1995 and 1994 will be as follows:
<TABLE>
<CAPTION>


                                   1996               1995               1994
                               -----------        -----------        -----------
<S>                            <C>                <C>                <C>
Total Revenues ........        $11,318,000        $11,038,000        $10,279,000
Total Expenses ........          8,091,000          7,585,000          7,479,000
Net Income ............          2,662,000          2,786,000          2,383,000
Earnings per
      share ...........        $      1.71        $      1.79        $      1.53
</TABLE>

         5. The foregoing  discussion is a summary based upon revised  financial
statements  which  will be  incorporated  into  the  10K/A  to be  filed  by the
Registrant.   Any  interested   parties  should  review  all  of  the  financial
information which will be set forth in the 10K/A.

         Item 7:  Financial Statements and Exhibits.

         1.       Letter from the SEC dated May 28, 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 hereunto duly authorized.

                                                           FREIT


                                                       By: /s/Robert S. Hekemian
                                                           ---------------------
                                                           Robert S. Hekemian
                                                           Chairman of the Board

DATED:  June 20, 1997
<PAGE>
[GRAPHIC-DIVISION OF CORPORATION FINANCE LOGO]

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




Stop 7-2                                          May 28, 1997

Mr. Robert S. Hekemian, Chief Executive Officer
Hekemian & Co., Inc.
505 Main Street, P.O. Box 667
Hackensack, New Jersey 07602

     Re:  First Real Estate Investment Trust of New Jersey
     Form 10K for the fiscal year ended October 31, 1996
     Filed on January 30, 1997
     File Number: 2-27018
     Form 10Q for the quarter ended January 31, 1997
     Filed on April 1, 1997
     File Number: 2-48728

Dear Mr. Hekemian:

         The staff has reviewed only the portions of this filing  related to the
financial  statements  and  management's  discussion  and  analysis  and has the
following accounting comments.

Form 10K
--------

Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------

Expand this  section to include a discussion  of the 1995 amounts in  comparison
with 1994 amounts in accordance with Item 303 of Regulation S-X.

Revise this section to state  whether the known trend of rental  expenses  which
are  growing at a faster  rate than  rental  revenue is  expected  to  continue.
Describe management's plans to address this trend.

Note 4. Mortgages Payable
-------------------------

Revise this note to include the disclosures required by FASB 107.
<PAGE>
Mr. Robert S. Hekemian
May 28, 1997
Page 2

Note 1. Accounting Policies
---------------------------

Revise this note to explain the basis for the  consolidation  of Westwood  Hills
LLC.  Unless the registrant can demonstrate  that it  unilaterally  controls the
LLC, revise the financial  statements to use the equity method of accounting for
the investment in the LLC and include separate  financial  statements of the LLC
pursuant to Rule 3-09 of Regulation S-X. See, generally, SOP 78-9.


Form 10Q
--------

Note 3. Mortgages Payable
-------------------------

Expand the filing to  include a  disclosure  which  describes  the  registrant's
current  efforts to obtain  alternative  financing in order to pay off the State
Mutual  Life  Insurance  Co.  mortgage  obligation  prior to its  August 1, 1997
maturity. See Item 303 of Regulation S-X.

The  supplemental  information  which has been requested  above should either be
submitted by June 9, 1997, or the staff should be advised by that date when such
information will be forthcoming.

         In  the  event  compliance  with  the  above  comments  is  not  deemed
appropriate by the  registrant,  the basis  therefore  should be provided to the
staff in a supplemental letter as promptly as possible.

         Questions  regarding the above  accounting  comments may be directed to
Allen E.  Webb at  (202)  942-1868  or Hugh  Miller  III,  the  Assistant  Chief
Accountant  at (202)  942-1962 and questions on other  disclosure  issues may be
directed to Paula Dubberly, the Assistant Director, at (202) 942-1960.


                                             Sincerely,


                                             /s/ Hugh Miller III
                                             -------------------
                                             Hugh Miller III
                                             Assistant Chief Accountant