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, 2001 Commission File No. 2-27018


                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:  Unaudited Condensed Consolidated Financial Statements

              a.)  Condensed Consolidated Balance Sheets as at July 31, 2001 and
                   October 31, 2000;


              b.)  Condensed  Consolidated  Statements of Income,  Comprehensive
                   Income  and  Undistributed  Earnings  for the Nine and  Three
                   Months Ended July 31, 2001 and 2000;


              c.)  Condensed Consolidated  Statements of Cash Flows for the Nine
                   Months Ended July 31, 2001 and 2000;


              d.)  Notes to Condensed Consolidated Financial Statements.

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

     Item 3: Quantitative and Qualitative Disclosures of Market Risk.


<PAGE>

     Item 1: Financial Statements

         FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                        July 31,        October 31,
                                                                                          2001             2000
                                                                                          ----             ----
                                                                                       (Unaudited)     (See Note 1)
                                                                                       -----------     ------------
                                                                                        (In Thousands of Dollars)
                                                                                        -------------------------
<S>                                                                                        <C>           <C>
                                                                ASSETS
                                                                ------
Real estate and equipment, at cost, net of accumulated
 depreciation                                                                              $ 77,247      $ 78,038
Investments in marketable securities                                                          4,518         9,451
Cash & cash equivalents                                                                       8,712         2,925
Due from related party                                                                           --         1,066
Tenants' security accounts                                                                      871           766
Sundry receivables                                                                            2,585         1,794
Prepaid expenses and other assets                                                             1,994         1,361
Deferred charges, net                                                                         1,265         1,380
                                                                                           --------      --------
                                                                Totals                     $ 97,192      $ 96,781
                                                                                           ========      ========

                                                 LIABILITIES AND SHAREHOLDERS' EQUITY
                                                 ------------------------------------
Liabilities:
 Mortgages payable                                                                         $ 69,575      $ 70,214
 Accounts payable and accrued expenses                                                        1,449           854
 Cash distributions in excess of earnings and investment in affiliate                           378           352
 Dividends payable                                                                              936         1,794
 Tenants' security deposits                                                                   1,223         1,073
 Deferred revenue                                                                               431           303
                                                                                           --------      --------
                                                           Total liabilities                 73,992        74,590
                                                                                           --------      --------

Minority interest                                                                             1,273         1,047
                                                                                           --------      --------

Commitments and contingencies

Shareholders' equity:
 Shares of beneficial interest without par value:
   1,790,000 shares authorized;
   1,559,788 shares issued and outstanding                                                   19,314        19,314
 Undistributed earnings                                                                       2,595         1,879
 Accumulated other comprehensive income (loss)                                                   18           (49)
                                                                                           --------      --------
                                                      Total shareholders' equity             21,927        21,144
                                                                                           --------      --------

                                                                Totals                     $ 97,192      $ 96,781
                                                                                           ========      ========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements.



         FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARY
       CONDENSED CONSOLIDATED STATEMENTS OF INCOME, COMPREHENSIVE INCOME
                           AND UNDISTRIBUTED EARNINGS
               NINE AND THREE MONTHS ENDED JULY 31, 2001 AND 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                           Nine Months                  Three Months
                                                                          Ended July 31,               Ended July 31,
                                                                     -----------------------      ------------------------
                                                                       2001          2000           2001             2000
                                                                      (In Thousands of Dollars,except Per Share Amounts)
<S>                                                                  <C>            <C>            <C>            <C>
                            INCOME
Revenue:
        Rental income                                                $ 11,737       $ 10,703       $  3,962       $  3,873
        Reimbursements                                                  1,936          1,555            650            561
        Equity in income of affiliate                                     118            107             56             35
        Net Investment Income                                             593            620            189            204
        Sundry income                                                     263            326            179            219
                                                                     --------       --------       --------       --------
                           Totals                                      14,647         13,311          5,036          4,892
                                                                     --------       --------       --------       --------
Expenses:
        Operating expenses                                              3,023          2,530            930            769
        Management fees                                                   570            512            187            193
        Real estate taxes                                               1,745          1,603            587            565
        Financing costs                                                 4,074          3,779          1,300          1,400
        Depreciation                                                    1,653          1,442            551            542
        Minority interest                                                  47             17             31             11
                                                                     --------       --------       --------       --------
                           Totals                                      11,112          9,883          3,586          3,480
                                                                     --------       --------       --------       --------
Income before state income taxes                                        3,535          3,428          1,450          1,412
Provision for state income taxes                                           11             10              4              3
                                                                     --------       --------       --------       --------
Net income                                                           $  3,524       $  3,418       $  1,446       $  1,409
                                                                     ========       ========       ========       ========

--------------------------------------------------------------------------------------------------------------------------
Basic earnings per share                                             $   2.26       $   2.19       $   0.93       $   0.90

Diluted earnings per share                                           $   2.25       $   2.19       $   0.92       $   0.90
--------------------------------------------------------------------------------------------------------------------------
Basic weighted average shares outstanding                               1,560          1,560          1,560          1,560

Diluted weighted average shares outstanding                             1,565          1,560          1,571          1,560
--------------------------------------------------------------------------------------------------------------------------

                                         COMPREHENSIVE INCOME
Net income                                                           $  3,524       $  3,418       $  1,446       $  1,409
Other comprehensive income (loss)-
        unrealized gain (loss) on marketable securities                    67           (120)           (12)            49
                                                                     --------       --------       --------       --------
Comprehensive income                                                 $  3,591       $  3,298       $  1,434       $  1,458
                                                                     ========       ========       ========       ========

                                        UNDISTRIBUTED EARNINGS
Balance, beginning of period                                         $  1,879       $  1,253       $  2,085       $  1,703
Net income                                                              3,524          3,418          1,446          1,409
Less dividends                                                         (2,808)        (2,339)          (936)          (780)
                                                                     --------       --------       --------       --------
Balance, end of period                                               $  2,595       $  2,332       $  2,595       $  2,332
                                                                     ========       ========       ========       ========
Dividends per share                                                  $   1.80       $   1.50       $   0.60       $   0.50
                                                                     ========       ========       ========       ========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


<PAGE>


         FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    NINE MONTHS ENDED JULY 31, 2001 AND 2000
<TABLE>
<CAPTION>
                                                                                        2001            2000
                                                                                        ----            ----
                                                                                      (In Thousands of Dollars)
                                                                                      -------------------------
<S>                                                                                     <C>           <C>
Operating activities:
       Net Income                                                                       $ 3,524       $ 3,418
       Adjustments to reconcile net income to net cash provided by
       operating activities:
              Depreciation and amortization                                               1,813         1,581
              Equity in income of affiliate                                                (118)         (107)
              Deferred revenue                                                              127            57
              Minority interest                                                              47            17
              Changes in operating assets and liabilities:
                    Tenants' security accounts                                             (105)           16
                    Sundry receivables, prepaid expenses and other assets                (1,295)         (858)
                    Deferred charges                                                        (45)         (151)
                    Accounts payable and accrued expenses                                   595           320
                    Tenants' security deposits                                              150            78
                                                                                        -------       -------
                                   Net cash provided by operating activities              4,694         4,371
                                                                                        -------       -------
Investing activities:
       Capital expenditures                                                                (862)         (706)
       Distributions from affiliate                                                         144           172
       Sale of marketable securities                                                      5,000         5,000
       Acquisition of partnership interests                                                            (4,728)
       Good faith deposits                                                                 (129)
                                                                                        -------       -------
                                   Net cash used in investing activities                  4,153          (262)
                                                                                        -------       -------
Financing activities:
       Received from sale of 25% minority interest in Olney                               1,066
       Capital contribution by minority interest in Olney                                   179
       Dividends Paid                                                                    (3,666)       (3,197)
       Repayment of mortgages                                                              (639)         (573)
       Deferred mortgage costs                                                                            (62)
                                                                                        -------       -------
                                   Net cash provided by (used) in financing activities   (3,060)       (3,832)
                                                                                        -------       -------
Net increase in cash and cash equivalents                                                 5,787           277
Cash and cash equivalents, beginning of period                                            2,925         2,083
                                                                                        -------       -------
Cash and cash equivalents, end of period                                                $ 8,712       $ 2,360
                                                                                        =======       =======

Supplemental disclosure of cash flow data:
       Interest paid                                                                    $ 3,980       $ 3,699
                                                                                        =======       =======
       Income taxes paid                                                                $    11       $    10
                                                                                        =======       =======
       Dividends declared but not paid                                                  $   936       $   780
                                                                                        =======       =======
</TABLE>


Supplement schedule of non cash investing and financing activities:
              During the nine months ended July 31, 2000, the Trust completed an
              acquisition of a 98,900 square foot retail property in Olney, MD
              for approximately $15,648,000, in part, with the proceeds of a
              $10,920,000 mortgage

See Notes to Condensed Consolidated Financial Statements



<PAGE>



         FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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

         FREIT  has  elected  to be  taxed  as a Real  Estate  Investment  Trust
         ("REIT")  under the  provisions  of  Sections  856-860 of the  Internal
         Revenue  Code,  as  amended.  Accordingly,  FREIT 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,  FREIT pays no Federal income tax on capital gains distributed
         to shareholders.

Basis of presentation:
         The accompanying  condensed consolidated financial statements have been
         prepared  without  audit,  in  accordance  with  accounting  principles
         generally  accepted  in  the  United  States  of  America  for  interim
         financial  statements  and pursuant to the rules of the  Securities and
         Exchange  Commission.  Accordingly,  certain  information and footnotes
         required  by  accounting  principles  generally  accepted in the United
         States of America for complete financial  statements have been omitted.
         It is  the  opinion  of  management  that  all  adjustments  considered
         necessary for a fair presentation have been included, and that all such
         adjustments are of a normal recurring nature.

         The  consolidated  results of operations  for the nine and three months
         ended July 31, 2001 are not necessarily indicative of the results to be
         expected  for the  full  year.  The  unaudited  condensed  consolidated
         financial   statements   should  be  read  in   conjunction   with  the
         consolidated financial statements and related notes included in FREIT's
         Annual Report on Form 10-K for the year ended October 31, 2000.

Principles of consolidation:
         The condensed consolidated financial statements include the accounts of
         FREIT and, subsequent to March 29, 2000, its 75% owned subsidiary S and
         A Commercial  Associates Limited Partnership ("S and A"). The condensed
         consolidated  financial  statements  include  100% of S and A's assets,
         liabilities,  operations and cash flows with the 25% interest not owned
         by FREIT reflected as "minority interest." All significant intercompany
         accounts and transactions have been eliminated in consolidation.

Earnings per share:
         FREIT has  presented  "basic"  earnings  per share in the  accompanying
         condensed  consolidated  statements  of income in  accordance  with the
         provisions  of  Statement of Financial  Accounting  Standards  No. 128,
         "Earnings  per  Share"  ("SFAS  128").   SFAS  128  also  requires  the
         presentation of "diluted" earnings per share if the amount differs from
         basic  earnings per share.  Basic  earnings per share is  calculated by
         dividing net income by the  weighted  average  number of common  shares
         outstanding during each period. The calculation of diluted earnings per
         share is similar to that of basic  earnings per share,  except that the
         denominator  is  increased to include the number of  additional  common


<PAGE>

         shares that would have been  outstanding  if all  potentially  dilutive
         common  shares,  such as  those  issuable  upon the  exercise  of stock
         options and warrants,  were issued during the period.  For the nine and
         three months ended July 31, 2000,  diluted  earnings per share have not
         been presented  because prices of all of the outstanding  stock options
         approximated the average fair market value and there were no additional
         shares  derived  from the  assumed  exercise  of stock  options and the
         application of the treasury stock method.

         Basic and diluted  earnings per share,  based on the  weighted  average
         number of shares  outstanding  during each  period,  are  comprised  of
         ordinary income.


Note 2 - Investment in affiliate:
         FREIT is a 40%  member of  Westwood  Hills,  LLC  ("WHLLC"),  a limited
         liability company that is managed by Hekemian & Co., Inc. ("Hekemian"),
         a company which manages all of FREIT's  properties  and in which one of
         the  trustees  of FREIT is the  chairman  of the board.  Certain  other
         members of WHLLC are either  trustees of FREIT, or their family members
         are trustees of FREIT or officers of Hekemian. WHLLC owns a residential
         apartment complex located in Westwood, New Jersey.

         Summarized unaudited financial information of WHLLC as of July 31, 2001
         and October 31, 2000,  and for the nine and three months ended July 31,
         2001 and 2000 is as follows:

<TABLE>
<CAPTION>
                                                                          July 31,       October 31,
                                                                            2001            2000
                                                                            ----            ----
                                                                         (In thousands of dollars)
         <S>                                                              <C>            <C>
         Balance sheet data:
         Assets:
           Real estate and equipment, net                                 $ 13,752       $ 13,942
           Other                                                               806            756
                                                                          --------       --------
                           Total assets                                   $ 14,558       $ 14,698
                                                                          ========       ========

         Liabilities and members' deficiency:
         Liabilities:
           Mortgage payable                                               $ 15,044       $ 15,185
           Other                                                               459            398
                                                                          --------       --------
                           Total liabilities                                15,503         15,583
                                                                          --------       --------

         Members' deficiency:
           FREIT                                                              (378)          (352)
           Others                                                             (567)          (533)
                                                                          --------       --------
                           Total members' deficiency                          (945)          (885)
                                                                          --------       --------

                           Total liabilities and members' deficiency      $ 14,558       $ 14,698
                                                                          ========       ========
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                             Nine Months Ended       Three Months Ended
                                                 July 31,                 July 31,
                                            -------------------     -------------------
                                             2001        2000        2001        2000
                                             ----        ----        ----        ----
                                                    (In thousands of dollars)
         <S>                                <C>         <C>         <C>         <C>
         Income statement data:
           Rental revenue                   $2,256      $2,129      $  765      $  721
           Expenses                          1,960       1,862         626         634
                                            ------      ------      ------      ------
                            Net income      $  296      $  267      $  139      $   87
                                            ======      ======      ======      ======
</TABLE>

         On March 29, 2000,  FREIT acquired 100% of S and A, whose primary asset
         is a  neighborhood  shopping  center in Olney,  Maryland.  The shopping
         center  contains  approximately  98,900 square feet of gross  leaseable
         area situated on approximately 13 acres of land. Approximately 11 acres
         of the land  are  subject  to a  ground  lease  expiring  in 2078,  and
         approximately 2 acres are owned in Fee simple.

         The purchase  price of S and A was  approximately  $15,648,000 of which
         $4,728,000  was  paid in  cash  and  $10,920,000  was  financed  by the
         proceeds  of a  mortgage.  FREIT sold a 25%  interest  in S and A as of
         March  29,  2000 to a group  consisting  principally  of  employees  of
         Hekemian on the same basis and cost to FREIT.  FREIT advanced on behalf
         of this group  $1,016,000  towards their purchase price of S and A. The
         monies advanced by FREIT, plus interest, have been repaid.



Note 3- Segment Information:

         SFAS No. 131,  "Disclosures about Segments of an Enterprise and Related
         Information," establishes standards for reporting financial information
         about operating  segments in interim and annual  financial  reports and
         provides for a  "management  approach" in  identifying  the  reportable
         segments.

         FREIT  has  determined  that it has  two  reportable  segments:  Retail
         Properties and Residential Properties.  These reportable segments offer
         different  products,  have different types of customers and are managed
         separately  because each requires  different  operating  strategies and
         management   expertise.   The  Retail  segment  contains  six  separate
         properties and the Residential segment eight properties. The accounting
         policies of the  segments  are the same as those  described  in Note 1-
         Significant Accounting Policies.

         The  chief   operating   decision-making   group  for  FREIT's  Retail,
         Residential  segments  and  Corporate/Other  is  comprised  of  FREIT's
         Executive  Committee  of the  Board of  Trustees.



<PAGE>

         FREIT  assesses and measures  segment  operating  results  based on Net
         Operating  Income  ("NOI").  NOI is  based  on  operating  revenue  and
         expenses  directly  associated  with the  operations of the real estate
         properties, but excludes deferred rents (Straight Lining), depreciation
         and financing costs. NOI is not a measure of operating  results or cash
         flow from  operating  activities as measured by  accounting  principles
         generally  accepted  in  the  United  States  of  America,  and  is not
         necessarily  indicative of cash available to fund cash needs and should
         not be  considered  an  alternative  to  cash  flows  as a  measure  of
         liquidity.

         Real estate  rental  revenue,  operating  expenses,  NOI, and recurring
         capital  improvements for the reportable  segments are summarized below
         and reconciled to consolidated Net Income for the nine months and three
         months  ended July 31, 2001 and 2000,  and for the years ended  October
         31, 2000 and 1999. Asset information is not reported,  since FREIT does
         not use this measure to assess performance.


<TABLE>
<CAPTION>
                                          Nine Months Ended            Three Months Ended                Years Ended
                                       -----------------------       -----------------------      ------------------------
                                        7/31/01        7/31/00        7/31/01        7/31/00       10/31/00       10/31/99
                                        -------        -------        -------        -------       --------       --------
<S>                                    <C>            <C>            <C>            <C>            <C>            <C>
Real Estate Rental Revenue:
Retail                                 $  8,622       $  7,545       $  2,977       $  2,935       $ 10,338       $  8,472
Residential                               4,986          4,705          1,705          1,587          6,353          6,167
                                       -----------------------       -----------------------       -----------------------
                                         13,608         12,250          4,682          4,522         16,691         14,639
                                       -----------------------       -----------------------       -----------------------

Real Estate Operating Expenses:
Retail                                    2,751          2,187            894            792          3,015          2,526
Residential                               2,306          2,193            722            670          2,834          2,717
                                       -----------------------       -----------------------       -----------------------
                                          5,057          4,380          1,616          1,462          5,849          5,243
                                       -----------------------       -----------------------       -----------------------

Net Operating Income:
Retail                                    5,871          5,358          2,083          2,143          7,323          5,946
Residential                               2,680          2,512            983            917          3,519          3,450
                                       -----------------------       -----------------------       -----------------------
                                       $  8,551       $  7,870       $  3,066       $  3,060       $ 10,842       $  9,396
                                       =======================       =======================       =======================
Recurring Capital Improvements:
Residential                            $    348       $    126       $    123       $     11       $    342       $    261
                                       =======================       =======================       =======================

Reconciliation To Consolidated
 Net Income:
Segments NOI                           $  8,551       $  7,870       $  3,066       $  3,060       $ 10,842       $  9,396
Deferred Rents - Straight Lining            301            319             99            123       $    436       $    399
Net Investment Income                       593            620            189            204            834            742
Other Income                                 25             14              8              8             23
Equity In Income Of Affiliate (1)           118            107             56             35            173            (52)
General & Administrative Expenses          (289)          (274)           (89)           (68)          (365)          (434)
Depreciation                             (1,653)        (1,442)          (551)          (542)        (1,988)        (1,716)
Financing Costs                          (4,074)        (3,779)        (1,300)        (1,400)        (5,165)        (4,620)
Minority Interest                           (48)           (17)           (32)           (11)           (31)

                                       -----------------------       -----------------------       -----------------------
Net Income                             $  3,524       $  3,418       $  1,446       $  1,409       $  4,759       $  3,715
                                       =======================       =======================       =======================
</TABLE>


   (1) See Note 2 to the Condensed Consolidated Financial Statements.

<PAGE>




Note 4 - Commitments and contingencies:
             Leases:
                 Retail tenants:

         FREIT  leases  retail  space  having a net book value of  approximately
         $69,500,000  at  July  31,  2001  to  tenants  for  periods  of  up  to
         twenty-five 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 October 31, 2000 is as follows:

                   Year Ending
                   October 31,                      Amount
                  -------------                    --------

                       2001                        $ 1,954
                       2002                          7,723
                       2003                          7,262
                       2004                          6,509
                       2005                          6,020
                    Thereafter                      46,879
                                                  --------

                          Total                    $76,347
                                                   =======

         The above  amounts  assume that all leases which expire are not renewed
         and, accordingly,  neither minimal rentals nor rentals from replacement
         tenants are included.

         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,  which are not included in income until the amounts
         are fixed and  determinable,  were not  material for the nine and three
         months ended July 31, 2001 and 2000.

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

      Environmental concerns:

         In accordance  with applicable  regulations,  FREIT reported to the New
         Jersey  Department  of  Environmental   Protection   ("NJDEP")  that  a
         historical  discharge of hazardous  material was  discovered in 1997 at
         the renovated Franklin Lakes shopping center (the "Center").

         In November  1999,  FREIT  received a no further action letter from the
         NJDEP concerning the historical discharge at the Center. However, FREIT
         is required to continue  monitoring such  discharge,  the cost of which
         will not be material.

<PAGE>



Note 5 - Deferred fee plan:
         The Board of Trustees  adopted a deferred fee plan (the "Plan") for its
         Officers and its Trustees. Pursuant to the Plan, any Officer or Trustee
         may  elect to defer  receipt  of any fees that  would be due them.  The
         Trust has  agreed to pay any  participant  in the Plan  ("Participant")
         interest  on any  deferred  fee at the  rate of nine  percent  (9%) per
         annum,  compounded  quarterly.  Any such  deferred fee is to be paid to
         Participants  at the later of: (i) the  retirement age specified in the
         deferral election; (ii) actual retirement; or (iii) upon cessation of a
         Participant's  duties as an Officer or Trustee.  The Plan provides that
         any  such  deferral  fee  will  be  paid  in a lump  sum  or in  annual
         installments  over a period not to exceed 10 years,  at the election of
         the Participant. As of July 31, 2001, approximately $68,000 of fees has
         been deferred along with accrued interest of $2,000.

Note 6 - Camden, NJ Apartment Complex Sale:

         On May 18,  2001,  FREIT  entered into a contract  for the sale of its
         Camden,  NJ  apartment  complex.  The  purchasers  have  elected not to
         purchase the property.

                                      * * *



<PAGE>


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

Overview

First Real Estate Investment Trust of New Jersey ("FREIT") is an equity real
estate investment trust ("REIT") that owns a portfolio of residential apartment
and retail properties. FREIT's revenues consist primarily of fixed rental income
and additional rent in the form of expense reimbursements derived from its
income producing retail properties. FREIT also receives income from its 40%
owned affiliate, Westwood Hills, which owns a residential apartment property.
FREIT's policy has been to acquire real property for long-term investment




--------------------------------------------------------------------------------
   Cautionary Statement Identifying Important Factors That Could Cause FREIT's
  Actual Results to Differ From Those Projected in Forward Looking Statements.

     Readers of this discussion are advised that the discussion should be read
     in conjunction with the consolidated financial statements of FREIT
     (including related notes thereto) appearing elsewhere in this Form 10-Q.
     Certain statements in this discussion may constitute "forward-looking
     statements" within the meaning of the Private Securities Litigation Reform
     Act of 1995. Forward-looking statements reflect FREIT's current
     expectations regarding future results of operations, economic performance,
     financial condition and achievements of FREIT, and do not relate strictly
     to historical or current facts. FREIT has tried, wherever possible, to
     identify these forward-looking statements by using words such as "believe,"
     "expect," "anticipate," "intend, " "plan," " estimate," or words of similar
     meaning.

     Although FREIT believes that the expectations reflected in such
     forward-looking statements are based on reasonable assumptions, such
     statements are subject to risks and uncertainties, which may cause the
     actual results to differ materially from those projected. Such factors
     include, but are not limited to, the following: general economic and
     business conditions, which will, among other things, affect demand for
     rental space, the availability of prospective tenants, lease rents and the
     availability of financing; adverse changes in FREIT's real estate markets,
     including, among other things, competition with other real estate owners,
     risks of real estate development and acquisitions; governmental actions and
     initiatives; and environmental/safety requirements.
     ---------------------------------------------------------------------------



Results of Operations:
Nine Months and Quarters Ending July 31, 2001 and 2000

Net Income for the nine months ended 7/31/01 increased 3.1% to $3,524,000 on
revenues of $14,647,000 compared to Net Income of $3,418,000 on revenue of
$13,311,000 for the nine-month period ended 7/31/00. For



<PAGE>

the quarter ended 7/31/01 Net Income  increased 2.6% to $1,446,000 on revenue of
$5,036,000 compared to Net Income of $1,409,000 on revenue of $4,892,000 for the
prior year's quarter.



RETAIL SEGMENT
Changes in the Retail Segment Revenue and Net Operating Income ("NOI") have been
effected principally by the acquisition of the Olney Town Center, Olney, MD
("Olney") on March 29, 2000. NOI as used in this discussion reflects operating
revenue and expenses directly associated with the operations of the real estate
properties, but excludes depreciation and financing costs (See Note 3 to the
condensed consolidated financial statements). The following table sets forth
comparative operating data separately for the Retail properties owned before the
Olney acquisition ("Same Properties") and Olney:

<TABLE>
<CAPTION>
                                                                              Nine Months Ended            Three Months Ended
                                                                         ---------------------------   ---------------------------
                                                                            7/31/01        7/31/00        7/31/01       7/31/00
                                                                            -------        -------        -------       -------
                   <S>                                                    <C>            <C>            <C>           <C>

                   Real Estate Rental Revenue
                    Retail -           Same Properties                    $  6,986       $  6,842       $  2,424      $  2,408
                                       Olney (purchased 3/29/00)             1,636            703            553           527
                                                                         ---------------------------   ---------------------------
                     Total Retail                                            8,622          7,545          2,977         2,935

                   Real Estate Operating Expenses
                    Retail -           Same Properties                       2,212          1,964            715           618
                                       Olney (purchased 3/29/00)               539            223            179           174
                                                                         ---------------------------   ---------------------------
                     Total Retail                                            2,751          2,187            894           792

                   Net Operating Income
                    Retail -           Same Properties                       4,774          4,878          1,709         1,790
                                       Olney (purchased 3/29/00)             1,097            480            374           353
                                                                         ---------------------------   ---------------------------
                     Total Retail                                         $  5,871       $  5,358       $  2,083      $  2,143
                                                                         ---------------------------   ---------------------------
</TABLE>



Rental revenue at FREIT's "Same Properties" increased modestly by 2.1% for the
nine-month period and .7% for the three-month period. Tenants taking occupancy
of their space during July (annual rentals of $200,000) raised occupancy to
96.7%. This compares to occupancy at 7/31/00 of 95.7%. New leases signed/or
pending will raise occupancy to 98.3% when the tenants take occupancy over the
next few months. Initial year rents for these tenants aggregate $203,000.

The increase in revenues was more than offset by expenses not chargeable back to
tenants via CAM charges: $106,000 of tenant account receivable write-offs (1st
half of year), and $50,000 of roof repairs (third quarter).

Occupancy at Olney remains unchanged at 92%, as the vacant space is being kept
vacant pending the expansion (see below).

Olney Expansion
Olney is a 98,900 sq. ft. neighborhood shopping center. FREIT is planning an
approximately 32,000 sq. ft. expansion and modernization that is expected to add
to revenues, net earnings, and value to FREIT's real estate portfolio. The
expansion is subject to the expansion plans being approved by the required
governmental agencies, satisfactory pre-leasing of the new expanded space, and
the acceptance of current tenants to be relocated in the expanded center. The
expansion and modernization costs are estimated at $12 million, including lost
rents from




<PAGE>

relocation of tenants. Through 7/31/01 approximately $230,000 of
pre-construction development costs have been expended. If all governmental
approvals are received and tenant leasing acceptable, FREIT expects to finance
the expansion, in part, from construction financing and, in part, from funds
available in its marketable securities portfolio and institutional money market
funds.

<TABLE>
<CAPTION>

RESIDENTIAL SEGMENT

                                                       Nine Months Ended            Three Months Ended
                                                 --------------------------      ------------------------
                                                   7/31/01       7/31/00          7/31/01       7/31/00
                                                   -------       -------          -------       -------
<S>                                                <C>           <C>              <C>           <C>
               Rental Revenue:                     $  4,986      $  4,705         $  1,705      $  1,587

               Operating Expenses:                    2,306         2,193              722           670

                                                 -------------------------------------------------------
               Net Operating Income:               $  2,680      $  2,512         $    983      $    917
                                                 =======================================================

               Recurring Capital Improvements      $    348      $    126         $    123      $     11
                                                 =======================================================
</TABLE>


Residential revenue increased 6.0% and 7.4% for the nine months and three months
ended 7/31/01 compared to the comparable prior year's periods. Revenue is
principally composed of monthly apartment rental income. Total apartment rental
income is a factor of occupancy and monthly apartment rents. For the nine months
ended 7/31/01, average occupancy was 93.9% and average monthly apartment rents
were $885. For the nine months ended 7/31/00, average occupancy was 93.1% and
average monthly rents were $834. The higher monthly rents are a combination of
rental increases initiated in the prior fiscal year and current fiscal year
increases. While occupancy is holding and rental increases being accepted, the
economic downturn may slow rent increases and lower occupancy rates.

During the nine months ended 7/31/01 operating expenses increased 5.2% over the
same period last year. The principal causes were higher utility costs and snow
removal related costs. The higher utility costs resulted from a combination of
higher utility rates and a colder winter than last year. As a percentage of
revenue, operating costs were 46.2% this year compared to 46.6% last year.

Capital improvements over the balance of the fiscal year are expected to
aggregate between $50,000 - $60,000 and will be paid out of cash provided from
the Residential Segment's operations.

FREIT owns 20 +/- acres of undeveloped land in Rockaway, NJ. Plans have been
submitted to the Township seeking site plan approval and zoning variances for
the development and construction of garden apartment units on the site. If all
approvals are received, development costs are estimated at $13.8 million that
FREIT will finance, in part, from construction financing and, in part, from
funds available in its marketable securities portfolio and institutional money
market funds. Through 7/31/01 approximately $145,000 of pre-construction
development costs have been expended.


FREIT entered into a contract for the sale of its Camden, NJ apartment complex.
The buyers have elected not to proceed with the purchase.


<PAGE>


NET INVESTMENT INCOME

Net investment income is principally interest earned from FREIT's investments in
Government Agency Bonds, and an Institutional Money Market fund, and from
advances (now repaid) to related parties for the sale to them of a 25% interest
in S&A Commercial Associates LP (which owns Olney). Earnings received from these
sources for the nine and three months ended 7/31/01 and 7/31/00 are as follows:


                                      Nine Months Ended      Three Months Ended
                                      7/31/01    7/31/00     7/31/01    7/31/00
                                      -------    -------     -------    -------
                                                                     ($000)
     Government Agency Bonds And
      Institutional Money Market:
       Interest Earned                 $ 545      $ 656       $ 179      $ 181
       Realized Loss                      --        (68)         --         --
     Related Party Loans                  48         28          10         21
     Other                                --          4          --          2
                                       ----------------       ----------------
                                       $ 593      $ 620       $ 189      $ 204
                                       ================       ================


As a result of the current lower interest rate environment than existed at the
beginning of FREIT's fiscal year, $5 million of Government Agency Bonds have
been called, reducing the current yield on investments by over 170 basis points
since the start of the year. FREIT's current investment portfolio includes a $2
million bond paying interest at 6.5%, with a call date of 10/29/01. FREIT
expects this bond to be called. These rate reductions coupled with the repayment
of the related party loan is expected to result in lower Net Investment Income
over the balance of the year compared to the nine months ended 7/31/01 and
compared to fiscal 2000. (See "FINANCING COSTS" below for potential offsetting
benefits.)

EQUITY IN INCOME OF AFFILIATE

FREIT's share of earnings at it 40% owned affiliate, Westwood Hills LLC, which
owns a 210 unit apartment community in Westwood, NJ, increased 10.3% to $118,000
from $107,000 last year. The increase is principally attributable to average
monthly rents increasing 6.4% to $1,217 from $1,144 last year. Average occupancy
at 7/31/01 compared to 7/31/00 is virtually unchanged at 97.4% and 97.7%
respectively.

FINANCING COSTS

Financing Costs for the nine months ended 7/31/01 increased 7.8% to $4.1 million
from $3.8 million for the prior comparable period. The increase is wholly
attributable to the Olney financing costs. Olney was acquired on March 29, 2000,
and was included in operations for only four months of the nine months ended
7/31/00. The increase attributable to Olney was partially offset by reduced
interest costs at the Same Properties as a result of lower mortgage balances
from normal loan amortization. In addition FREIT's $10.9 million floating rate
mortgage benefited from the lower interest rate environment this year compared
to last year (interest charged on this


<PAGE>

loan was 8.03% at 10/31/00 compared to 5.81% at 7/31/01). The impact of reduced
debt levels and lower interest rates are reflected in the reduced financing
costs of $100,000 during the current quarter ended 7/31/01 compared to last
year's quarter.

DEPRECIATION

Depreciation expense increased 14.6% to $1.7 million during the nine months
ended 7/31/01 compared to $1.4 million for last year's nine month period. Almost
all of this increase is attributable to Olney being included in operations for
only four months during the nine-month period ended 7/31/00.

FUNDS FROM OPERATIONS ("FFO")

FFO is considered by many as a standard measurement of a REIT's performance.
FREIT computes FFO as follows (in thousands of dollars):

<TABLE>
<CAPTION>
                                                   Nine Months Ended      Three Months Ended
                                                 7/31/01      7/31/00    7/31/01      7/31/00
                                                 -------      -------    -------      -------
     <S>                                         <C>          <C>        <C>          <C>
     Net Income                                  $ 3,524      $ 3,418    $ 1,446      $ 1,409
     Depreciation - Real Estate                    1,653        1,442        551          542
     Amortization of Deferred Mtg Costs               93           80         30           32
     Deferred           Rents                      (301)        (319)       (99)        (123)
     Capital Improvements - Apartments             (348)        (230)      (123)        (115)
     Minority Interest                                47           17         31           11
     Other                                            77           73         23           34
                                                 ---------------------   ---------------------
                        Total FFO                $ 4,745      $ 4,481    $ 1,859      $ 1,790
                                                 =====================   =====================
</TABLE>


FFO does not represent cash generated from operating activities in accordance
with accounting principles generally accepted in the United States of America,
and therefore should not be considered a substitute for net income as a measure
of results of operations or for cash flow from operations as a measure of
liquidity. Additionally, the application and calculation of FFO by certain other
REITs may vary materially from that of FREIT's, and therefore FREIT's FFO and
the FFO of other REITs may not be directly comparable.



LIQUIDITY AND CAPITAL RESOURCES

Net Cash Provided By Operating Activities increased 7.4% to $4.7 million for the
nine months ended 7/31/01 compared to $4.4 million for the prior year's nine
month period. It is expected that cash provided by operating activities will be
adequate to cover mandatory debt service payments, recurring capital
improvements and dividends necessary to retain qualification as a REIT (95% of
taxable income for fiscal year 2001 and 90% of taxable income thereafter).

As at 7/31/01 FREIT had cash, cash equivalents and marketable securities
totaling $13.2 million compared to $12.4 million at 10/31/00. These funds are
available for construction and property acquisitions.

As described in the segment analysis above, FREIT is planning the expansion of
Olney and the construction of apartment rental units in Rockaway, NJ. The total
capital required for these two projects is estimated at $25.8



<PAGE>

million. FREIT expects to finance these costs, in part, from construction and
mortgage financing and, in part, from funds available in its marketable
securities portfolio and institutional money market funds.


At 7/31/01 FREIT aggregate outstanding mortgage debt was $69.6 million.
Approximately $58.6 million bears a fixed weighted average interest rate of
7.512%, and an average life of approximately 9.5 years. Approximately $10.9
million of mortgage debt bears an interest rate equal to 175 basis points over
LIBOR and resets every 90 days. This mortgage note is due in March 2002, but can
be extended for one year. The fixed rate mortgages are subject to amortization
schedules that are longer than the term of the mortgages. As such, balloon
payments for all mortgage debt will be required as follows:


                         Year           $ Millions
                         ----           ----------
                         2002            $  10.9
                         2005            $   6.6
                         2007            $  15.7
                         2010            $   9.2
                         2013            $  17.5




The following table shows the estimated fair value and carrying value of FREIT's
long-term debt at July 31, 2001 and October 31, 2000:

                                             July 31,          October 31,
                  (In Millions)               2001                2000
                  -------------               ----                ----

                  Fair Value                 $69.7               $71.0
                  Carrying Value             $69.6               $70.2

Fair values are estimated based on discounted cash flow analysis. Changes in
assumptions or estimation methods may significantly affect these fair value
estimates.

FREIT expects to re-finance the individual mortgages with new mortgages when
their terms expire. If interest rates, at the time any individual mortgage note
is due, are higher than the current fixed interest rate, higher debt service may
be required, and/or re-financing proceeds may be less than the amount of
mortgage debt being retired. FREIT believes that the values of its properties
will be adequate to command re-financing proceeds equal to, or higher than the
mortgage debt to be re-financed.


DIVIDENDS
For the quarter ended July 31, 2001, FREIT has declared a dividend of $.60 per
share payable on September 18, 2001 to shareholders of record on September 4,
2001. This raises total dividends for the 2001 fiscal year to $1.80 per share
compared to last year's dividends per share of $1.50 for the nine months ended
7/31/00.


Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See "Liquidity and Capital Resources" above.

<PAGE>





                                   SIGNATURES

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



                                           FIRST REAL ESTATE INVESTMENT
                                              TRUST  OF  NEW  JERSEY
                                             ----------------------
                                                  (Registrant)




Date: September ___, 2001



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