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 April 30, 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 April 30, 1997 and
                                       October 31, 1996;

                             b.)       Statements of Income and Undistributed
                                       Earnings for Six and Three Months Ended
                                       April 30, 1997 and 1996;

                             c.)       Statements of Cash Flows for Six Months
                                       Ended April 30, 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
                       APRIL 30, 1997 AND OCTOBER 31, 1996
                                   (Unaudited)


                                                           April         October
                       ASSETS                             30, 1997      31, 1996
                                                          --------      --------
                                                              (In Thousands
                                                                of Dollars)
<S>                                                        <C>           <C>
Real estate, at cost, net of accumulated
    depreciation ...................................       $47,990       $46,836
Equipment, at cost, net of accumulated
    depreciation of $629,000 and $608,000 ..........           188           186
Investment in affiliate ............................         1,921         1,924
Cash ...............................................           293           189
Tenants' security accounts .........................           763           754
Sundry receivables .................................           268           537
Prepaid expenses and other assets ..................           844         1,090
Deferred charges, net ..............................           341           158
                                                           -------       -------

          Totals ...................................       $52,608       $51,674
                                                           =======       =======

        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
    Mortgages payable ..............................       $23,335       $23,609
    Note payable - bank ............................         6,337         5,662
    Accounts payable and accrued expenses ..........         1,216           278
    Dividends payable ..............................           546         1,029
    Tenants' security deposits .....................           870           853
    Deferred revenue ...............................            29           259
                                                           -------       -------
          Total liabilities ........................        32,333        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 .........................           961           670
                                                           -------       -------
          Total shareholders' equity ...............        20,275        19,984
                                                           -------       -------

           Totals ..................................       $52,608       $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
                    SIX AND THREE MONTHS ENDED APRIL 30, 1997 AND 1996
                                        (Unaudited)


                                                 Six Months               Three Months
                                               Ended April 30,           Ended April 30,
                                           --------------------      --------------------
               INCOME                        1997         1996        1997         1996
               ------                      -------      -------      -------      -------
                                                     (In Thousands of Dollars,
                                                     Except Per Share Amounts)
<S>                                        <C>          <C>          <C>          <C>
Rental revenue:
    Rental income ....................     $ 4,911      $ 4,788      $ 2,425      $ 2,370
    Real estate taxes reimbursed .....         518          558          256          166
    Common area maintenance reimbursed         167          304          101          119
    Sundry income ....................          81           96           41           57
                                           -------      -------      -------      -------
        Totals .......................       5,677        5,746        2,823        2,712
                                           -------      -------      -------      -------

Rental expenses:
    Operating expenses ...............       1,200        1,337          600          695
    Management fees ..................         248          242          127          124
    Real estate taxes ................         839          871          409          292
    Interest .........................       1,084        1,105          542          551
    Depreciation .....................         646          637          329          328
                                           -------      -------      -------      -------
        Totals .......................       4,017        4,192        2,007        1,990
                                           -------      -------      -------      -------

Income from rental operations ........       1,660        1,554          816          722
                                           -------      -------      -------      -------

Other income (expense):
    Equity in income of affiliate ....          77           24           46            5
    Interest income ..................           2            5            1            1
    Interest expense .................        (229)        (227)        (111)        (116)
    General and administrative .......        (121)        (123)         (76)         (68)
                                           -------      -------      -------      -------
        Totals .......................        (271)        (321)        (140)        (178)
                                           -------      -------      -------      -------

Income before state income taxes .....       1,389        1,233          676          544
Provision for state income taxes .....           6                         3
                                           -------      -------      -------      -------

Net income ...........................     $ 1,383      $ 1,233      $   673      $   544
                                           =======      =======      =======      =======

Earnings per share ...................     $   .89      $   .79      $   .43      $   .35
                                           =======      =======      =======      =======

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

                      STATEMENTS OF INCOME AND UNDISTRIBUTED EARNINGS
                    SIX AND THREE MONTHS ENDED APRIL 30, 1997 AND 1996
                                        (Unaudited)


                                                 Six Months               Three Months
                                               Ended April 30,           Ended April 30,
                                           --------------------      --------------------
               INCOME                        1997         1996        1997         1996
                                           -------      -------      -------      -------
                                                     (In Thousands of Dollars,
                                                     Except Per Share Amounts)
<S>                                        <C>          <C>          <C>          <C>
          UNDISTRIBUTED EARNINGS

Balance, beginning of period .........     $   670      $   675      $   670      $   818
Net income ...........................       1,383        1,233          673          544
Less dividends .......................      (1,092)      (1,092)        (546)        (546)
                                           -------      -------      -------      -------

Balance, end of period ...............     $   961      $   816      $   797      $   816
                                           =======      =======      =======      =======

Dividends per share ..................     $   .70      $   .70      $   .35      $   .35
                                           =======      =======      =======      =======



                            See Notes to Financial Statements.

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

                              STATEMENTS OF CASH FLOWS
                      SIX MONTHS ENDED APRIL 30, 1997 AND 1996
                                     (Unaudited)
                                                                 1997         1996
                                                              -------      -------
                                                                 (In Thousands
                                                                   of Dollars)
<S>                                                           <C>          <C>
Operating activities:
    Net income ..........................................     $ 1,383      $ 1,233
    Adjustments to reconcile net income to net
        cash provided by operating activities:
        Depreciation and amortization ...................         665          673
        Deferred revenue ................................        (230)        (120)
        Equity in income of affiliate ...................         (77)         (24)
        Changes in operating assets and liabilities:
           Tenants' security accounts ...................          (9)         (26)
           Sundry receivables, prepaid expenses and other
            assets ......................................         515         (132)
           Deferred charges .............................        (202)          67
           Accounts payable and accrued expenses ........          82         (113)
           Tenants' security deposits ...................          17           25
                                                              -------      -------
               Net cash provided by operating activities        2,144        1,583
                                                              -------      -------
Investing activities:
    Capital expenditures ................................        (946)        (494)
    Distributions from affiliate ........................          80           40
                                                              -------      -------
               Net cash used in investing activities ....        (866)        (454)
                                                              -------      -------
Financing activities:
    Dividends paid ......................................      (1,575)      (1,700)
    Proceeds from note payable - bank ...................         675          651
    Repayment of mortgages ..............................        (274)        (245)
                                                              -------      -------
               Net cash used in financing activities ....      (1,174)      (1,294)
                                                              -------      -------

Net increase (decrease) in cash .........................         104         (165)
Cash, beginning of period ...............................         189          465
                                                              -------      -------

Cash, end of period .....................................     $   293      $  (300)
                                                              =======      =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                  FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                              STATEMENTS OF CASH FLOWS
                      SIX MONTHS ENDED APRIL 30, 1997 AND 1996
                                     (Unaudited)
                                     (continued)
                                                                 1997         1996
                                                              -------      -------
                                                                 (In Thousands
                                                                   of Dollars)
<S>                                                           <C>          <C>
Supplemental disclosure of cash flow data:
    Interest paid .......................................     $ 1,091      $ 1,332
                                                              =======      =======

Supplemental schedule of noncash investing and financing activities:
Dividends declared but not paid amounted to $546,000 at April 30, 1997 and 1996.
Capital  expenditures  incurred  but not paid  aggregated  $856,000 at April 30,
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 April 30,
                       1997 and for the six and  three  months  ended  April 30,
                       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 April 30, 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 (continued):
                    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 $16,000 and $30,000 for the six
                       months ended April 30, 1997 and 1996,  respectively,  and
                       approximately  $11,000 and  $18,000 for the three  months
                       ended April 30, 1997 and 1996, respectively.

                    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 six and three month  periods  ended April 30,
                       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   statements   of  income  have  been
                       restated.  The  effect of the  restatement  was to reduce
                       income from rental  operations by $60,000 and $12,000 for
                       the  six  and  three   months   ended  April  30,   1996,
                       respectively.   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:
                    During  May  1994,  the  Trust  became a 40%  member  of the
                    Affiliate,  a newly formed 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.

                    On June 2, 1994, the Affiliate  consummated  the purchase of
                    Westwood Properties, a residential apartment complex located
                    in Westwood, New Jersey.

                    Summarized  financial  information  of the  Affiliate  as of
                    April  30,  1997 and  October  31,  1996 and for the six and
                    three months ended April 30, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>

                                                            April        October
                                                          30, 1997      31, 1996
                                                          -------        -------
                                                              (In Thousands
                                                                of Dollars)
<S>                                                       <C>            <C>
Balance sheet data:
    Assets:
       Real estate and equipment, net ............        $14,801        $14,928
       Other .....................................            566            544
                                                          -------        -------

             Total assets ........................        $15,367        $15,472
                                                          =======        =======

    Liabilities and equity:
       Liabilities:
         Mortgage payable ........................        $10,270        $10,346
         Other ...................................            294            314
                                                          -------        -------
             Totals ..............................         10,564         10,660
                                                          -------        -------

      Members' equity:
         Trust ...................................          1,921          1,924
         Others ..................................          2,882          2,888
                                                          -------        -------
             Totals ..............................          4,803          4,812
                                                          -------        -------

             Total liabilities and equity ........        $15,367        $15,472
                                                          =======        =======
</TABLE>
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS

Note 2 - Investment in affiliate (concluded):
<TABLE>
<CAPTION>
                                           Six Months           Three Months
                                             Ended                 Ended
                                           April 30,              April 30,
                                      ------------------      ------------------
                                       1997        1996        1997        1996
                                      ------      ------      ------      ------
                                               (In Thousands of Dollars)
<S>                                   <C>         <C>         <C>         <C>
Income statement data:

    Rental revenue .............      $1,246      $1,156      $  625      $  580
    Rental expenses ............       1,055       1,096         514         568
                                      ------      ------      ------      ------

    Net income .................      $  191      $   60      $  111      $   12
                                      ======      ======      ======      ======

</TABLE>

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

<TABLE>
<CAPTION>
                                            Range
                                         of Estimated      April        October
                                         Useful Lives    30, 1997       31, 1996
                                         ------------    --------       --------
                                                              (In Thousands
                                                               of Dollars)
<S>                                        <C>            <C>            <C>
Land ..............................                       $17,782        $17,263
Unimproved land ...................                         2,247          2,472
Apartment buildings ...............        7-40 years      10,533         10,170
Commercial buildings ..............        25-31.5 years       58             58
Shopping centers ..................        15-50 years     26,323         26,947
Construction in progress ..........                         2,380            969
                                                          -------        -------
                                                           59,323         57,879
Less accumulated de-
  preciation ......................                        11,333         11,043
                                                          -------        -------

    Totals ........................                       $47,990        $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>
                                                          April          October
                                                        30, 1997        31, 1996
                                                              (In Thousands
                                                               of Dollars)
<S>                                                      <C>             <C>
State Mutual Life Insurance Co. (A) ............         $17,912         $18,068
Travelers Insurance (B) ........................           5,252           5,319
Summit Bank (C) ................................             171             222
                                                         -------         -------

    Totals .....................................         $23,335         $23,609
                                                         =======         =======
</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 $25,445,000.

                       (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 $11,774,000.

                       (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  $581,000.  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
                    April 30, 1997 are as follows:

                       Year Ending
                        April 30,                              Amount
                        ---------                              ------

                          1998                                $18,150
                          1999                                    238
                          2000                                    177
                          2001                                    195
                          2002                                     69

                    Based on borrowing rates  currently  available to the Trust,
                    the carrying amount of mortgages  payable  approximates fair
                    value at April 30, 1997.
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS

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 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 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  $41,047,000 at April 30, 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 April 30, 1997 are as follows:

                             Year Ending
                              April 30,                            Amount
                              ---------                            ------

                                 1998                             $ 3,967
                                 1999                               3,730
                                 2000                               3,236
                                 2001                               2,933
                                 2002                               2,616
                                 Thereafter                        11,960
                                                                  -------
                                   Total                          $28,442
                                                                  =======

                           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  $2,928,000
                           at April 30,  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.
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS

Note 6 - Commitments and contingencies (concluded):
                   Leases: (concluded):
                       Commercial tenants: (concluded):
                           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
                           six and three  months  ended  April 30, 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 contract to purchase the Patchogue  center
                           is contingent upon the  construction  being completed
                           during the Summer of 1997.

                      Standby letters of credit:
                           At April  30,  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
                    $248,000  and  $242,000  for the six months  ended April 30,
                    1997 and 1996, respectively,  and approximately $127,000 and
                    $124,000 for the three months ended April 30, 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 $0.43 for the Second  Quarter of 1997 as  compared to $0.35 per
share for the Second  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 six months of 1997.  The  earnings per share were $0.89 in 1997 as
compared  to $0.79 for the first six  months  of 1996.  The  increase  in rental
income was coupled  with a decrease in operating  expenses  during the first six
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. Item 5.           OTHER INFORMATION

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

                           The Franklin Lakes Shopping Center is presently under
                           construction. Based upon the construction progress to
                           date,  the  Registrant  anticipates  that the  42,000
                           square foot food shopping center store will be turned
                           over to its tenant for fit up work on or about August
                           1, 1997. Under the terms of the Lease Agreement,  the
                           rent for the food  shopping  center is due sixty (60)
                           days after the space is turned over to the tenant.

                           As a result, the Registrant  expects  to receive rent
                           for the food shopping  center for  approximately  one
                           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 July 15,
                           1997.

                  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.

                  D)       Mortgage on the Westridge Square Shopping Center,
                           Frederick Maryland ("Westridge Shopping Center")

                           The Westridge  Shopping  Center is encumbered  with a
                           mortgage with a current principal balance, as of June
                           1, 1997, of approximately  $17,800,000.  The mortgage
                           which  was due June 1,  1997,  has been  extended  to
                           August 1, 1997.
<PAGE>
                           The current  mortgage  holder has removed itself from
                           the  market  area and will not  extend  the  mortgage
                           beyond August 1, 1997.

                           The Registrant has,  therefore,  secured a commitment
                           for a new mortgage from a third party lender. The new
                           mortgage will be 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  will be 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 will
                           increase from $160,924.00  under the present mortgage
                           to  $164,320,00  under the new  mortgage  despite the
                           decrease in the interest rate.

                           Registrant  expects to close the new  mortgage  on or
                           about July 15, 1997.

         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:  July 3, 1997


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



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*Print name and title of the signing officer under his signature