**EXHIBIT
      3.1**


**AMENDED
      AND RESTATED DECLARATION OF TRUST**


**OF**


**FIRST
      REAL ESTATE INVESTMENT TRUST OF NEW JERSEY**




This
      is
      an Amended and Restated Declaration of Trust by the First Real Estate Investment
      Trust of New Jersey (the "Trust"), a real estate investment trust formed under
      the laws of New Jersey.  It is made as of the 7th day of
      November,
      1983 by the persons currently serving as Trustees of the Trust, who are Garo
      Artinian, Donald W. Barney, Robert S. Hekemian, John G. Keuhnelian, Herbert
      C.
      Klein, Nicholas A. Laganella, and John B. Voskian (the "Trustees").




W
      I T
      N E S S E T H:




This
      Trust is formed for the purpose of acquiring, holding, managing, improving
      and
      dealing with property, real and personal, in any part of the United States,
      its
      possessions and foreign countries.




The
      Trustees hereby declare that they will hold all property of every type and
      description, which they now hold as Trustees or may hereafter acquire as such,
      together with proceeds thereof, in trust, to manage, use and dispose of the
      same
      for the benefit of holders from time to time, of certificates of shares being
      issued or to be issued hereunder as hereinafter provided:




ARTICLE
      I




General
      Description of the Trust




l.1           (a)           Name




The
      name of the Trust is "First Real
      Estate Investment Trust of New Jersey."




(b)           Business




The
      business of the Trust shall be
      conducted, so far as feasible, under that name.  The name shall refer
      to the Trustees as Trustees and not personally or individually.  Under
      such name, the Trustees may conduct all the business of the Trust, sue and
      be
      sued.




1.2           Location




477
      Main Street, Hackensack, New
      Jersey, or such other place as the Trustees may designate.




1.3           Nature




The
      Trust shall be of the type known as
      a business trust, and shall not be a general or limited partnership or
      corporation.




(Proviso:   In
      the event that there is a federal legislation extending the advantages of Part
      II,  Subchapter M of Chapter 1, of the Internal Revenue Code of 1954,
      the Trustees







reserve
      the right, in their discretion, to Convert the Trust into a corporation, taking
      all necessary steps for such conversion.)




1.4           Purpose




The
      purpose of the Trust is to conduct
      its business as a "Real Estate Investment Trust" and to qualify as such under
      the Act mentioned in 1.3 above; but, in their discretion, the Trustees may
      conduct the business in such manner as may not so qualify, and the Trustees
      shall not be liable because of failure to quality.




ARTICLE
      II




Shares




2.1           Issuance




Beneficial
      interest in the Trust shall
      be designated as shares, evidenced by certificates of shares, in form as
      prescribed by the Trustees, registered in name of shareholder, and
      transferable.  There shall be no limit on the number of shares that
      may be issued.




2.2           Only
      One Class of Shares




There
      shall be only one class of
      shares, with equal voting power, and equal rights to dividends, distribution,
      liquidation and other rights.




2.3           No
      Limit on Number of Shares; No Pre-Emptive Rights




There
      shall be no limit to the number
      of shares that may be issued, and shares may be issued without preemptive
      rights, in the Trustees' discretion.




2.4           No
      Shareholder Title to Property or Right to Partition




The
      shareholders shall have no legal
      title to the Trust property, or any interest therein; nor any right to partition
      of such property during the continuance of the Trust.




2.5           Shares
      are Personality; Effect of Shareholder's Death




The
      shares issued hereunder shall be
      personal property giving only the rights in this instrument and in the
      certificates thereof specifically set forth.  The death of a
      shareholder during the continuance of this Trust shall not terminate the Trust
      nor give his or her legal representatives a right to an accounting or to take
      any action in the courts or otherwise against other shareholders or the Trustees
      or the property held hereunder, but shall simply entitle the legal
      representative of the deceased shareholder to demand and receive a new
      certificate of shares in place of the certificate held by the deceased
      shareholder; and upon the acceptance of which such legal representatives shall
      succeed to all the rights of the deceased shareholder under this
      Trust.




2


ARTICLE
      III




Meeting
      of Shareholders




3.1           Annual
      Meeting and Special Meetings




(a)           Shareholders'
      annual meeting shall be held at the principal office of the Trust, or such
      other
      place as the Trustees may designate, on any business day during the period
      April
      1st to April 15th, inclusive, of each year.




(b)           A
      special meeting shall be called upon the request of a majority of the Trustees,
      giving shareholders not less than ten (10) days within notice of the time,
      place
      and purpose of the meeting.




3.2           Quorum




A
      majority of the shares in the Trust
      present in person or by proxy shall constitute a quorum of the shareholders'
      meeting, annual or special.




3.3           Voting
      Rights Per Share




Each
      shareholder shall be entitled to
      one vote, in person or by proxy, for each share registered in his name. In
      the
      election of Trustees, each shareholder shall be entitled to one vote per share
      for each Trustee to be elected, but such voting shall be on a non-cumulative
      basis.




3.4           Matters
      on Which Shareholders Can Vote




The
      shareholders shall be entitled to
      vote on the following matters and no other.




Election
      of Trustees.




3.5           Fixing
      Record Date for Voting




For
      the purpose of determining the
      shareholders who are entitled to vote or act at any meeting or any adjournment
      thereof, or who are entitled to participate in any dividend, the Trustees may
      fix a date not less than ten (10) days or more than sixty (60) days prior to
      the
      date of any meeting of shareholders or dividend  payment as a record
      date for the determination of shareholders entitled to vote at such meeting
      or
      any adjournment thereof or to receive such dividend.  Any shareholder
      who was a shareholder at the time so fixed shall be entitled to vote at such
      meeting or any adjournment thereof or to receive such dividend even though
      he or
      she has since that date disposed of his or her shares, and no shareholder
      becoming such after said date shall be entitled to vote at said meeting or
      any
      adjournment thereof or to receive such dividend.




3.6           Proxy
      Voting




At
      any meeting of the shareholders, any
      shareholder of shares entitled to vote thereat may vote by
      proxy.  Only shareholders of record of such shares shall be entitled
      to one vote.




3


Fractional
      shares shall not be entitled
      to any vote.  When any such share is held jointly by several persons,
      any one of them may vote at any meeting in person or by proxy in respect of
      such
      share, but if more than one of them shall be present at such meeting in person
      or by proxy, and such joint owners or their proxies so present disagree as
      to
      any vote to be cast, such vote shall not be received in respect of such
      share.  If the holder of any such share is a minor or a person of
      unsound mind, and subject to guardianship or to the legal control of any other
      person as regards the charge or  management of such share, he may vote
      by his guardian or such other person appointed or having such control, and
      such
      vote may be given in person or by proxy.




3.7           Trustees'
      Annual Report




At
      each annual meeting of the
      shareholders, the Trustees shall make a report upon the affairs of the Trust
      and
      upon its business and operations, together with the statement of its financial
      standing as shown by the books of account of the Trust.




3.8           Shareholders'
      Rights of Inspection




Shareholders
      shall have the right, at
      reasonable times during  business hours, and for proper purposes, to
      inspect the consolidated balance sheet, income and earned surplus statements
      of
      the Trust and the records of the meetings of shareholders.




3.9           Non-Liability
      of Shareholders




(a)           Shareholders
      shall not be liable for calls or assessments and shall not be personally liable
      in connection with the Trust property or the affairs of the Trust and the
      Trustees shall not have any power to bind the shareholders
      personally.  Every contract or obligation of the Trust of any nature
      shall contain a provision that the other party thereto shall look solely to
      the
      assets of the Trust for satisfaction of any claim  thereunder and that
      the shareholders and the Trustees shall not be personally liable
      thereunder.  Omission of such a provision, however, shall not make
      them so liable.  This section shall not apply to any contract or
      Regulatory Agreement entered into between the Trustees and the Federal Housing
      Commissioner and any other necessary document or  instrument executed
      in connection with the acquisition, maintenance, or operation of any property
      upon which the mortgage is insured, held, owned, or reinsured by the Federal
      Housing Commissioner.




(b)           If
      under the laws of any jurisdiction any shareholder should have personal
      liability for a tort claim or a contractual claim, claims for taxes or any
      other  statutory liabilities, which claims or liabilities are not
      satisfied by the Trust, upon payment of any such claim the shareholder shall
      be
      entitled to reimbursement by the Trust.




3.10         Trustees'
      Rights as to Acquisition or Disposition of Shares




The
      Trustees, or any one of them, in
      their individual capacity, may purchase or otherwise acquire or sell and
      otherwise dispose of shares issued hereunder without restriction or liability
      to
      any person, subject to restrictions contained in this Declaration of Trust
      pertaining to other shareholders generally.




4


3.11         No
      Amendments to Trust to Increase Shareholders' Liability




No
      amendment to this Declaration of
      Trust shall be made increasing  the liability of the shareholders
      without the unanimous written consent of all shareholders.




ARTICLE
      IV




The
      Trustees




4.1           Number




The
      number of Trustees shall be not
      less than 5 and not more than 9.  The Trustees herein named at the
      time of the execution of the Trust shall be 7.  The said number may be
      increased or decreased by the Trustees by a vote of not less than a majority
      of
      the Trustees in office.




4.2           Term
      of Office




Except
      for the initial Board of
      Trustees, each Trustee shall be  elected for a term of 3 years and
      shall continue in office until qualification of his successor  elected
      at the annual meeting of shareholders.  The term of at least two
      Trustees shall expire every year.




4.3           Qualifications




(a)           The
      Trustees shall be individuals of full age, and no person shall qualify as a
      Trustee until he shall have either, signed this Declaration of Trust or agreed
      in writing to be bound in all respects by the Declaration.  No person
      shall be qualified to act as Trustee who has purchased or subscribed for less
      than 500 shares of the Trust.  In the event that a Trustee's
      shareholding shall fall below 500 shares, the Secretary shall give such Trustee
      10 days written notice of his apparent disqualification and during said period
      of 10 days such Trustee shall have the opportunity to correct such
      disqualification by acquiring the necessary amount of shares.  Upon
      his failure to do so within the said 10 days, he shall be disqualified and
      shall
      be relieved of his duties and powers as such Trustee.  The Trustees
      shall be under no obligation to issue or to sell the necessary
      shares  to such apparently disqualified Trustee for the purpose of
      restoring or correcting his qualification.  No person shall serve as
      Trustee who has attained 76 years of age; provided however, in the event any
      Trustee shall reach the age of 76 during his or her term of office, the Trustee
      shall be permitted to complete his or her then current term.




4.4           Bonding;
      Compensation




(a)           No
      Trustee shall be required to give bond, surety, or security to secure the
      performance of his duties or obligations.




(b)           The
      Trustees shall receive such compensation, regular or special, as they shall
      deem
      reasonable and proper, but in no event shall the aggregate annual compensation
      of the Trustees exceed one-half of one percent of the net worth of the Trust
      as
      of the commencement of the period for which such compensation is
      paid.




5


4.5           Resignation;
      Removal




Any
      Trustee may resign his office by
      instrument in writing signed by him and delivered or mailed to the President
      or
      Secretary of the Trustees; and such resignation shall take effect immediately
      or
      at the date it is received or any particular time  specified
      therein.  No acceptance of the resignation shall be necessary to make
      it effective.  Trustees may, by a vote of not less than 2/3 of all
      Trustees, remove any member of the Board of Trustees with or without
      cause.




4.6           Vacancies




The
      resignation, removal, incompetency,
      disqualification or death of any or all of the Trustees shall not terminate
      the
      Trust or affect its continuity; and any vacancy caused by the resignation,
      removal, incompetency, disqualification or death of any Trustee or Trustees
      shall not void, vitiate or invalidate any act or transactions made or done
      by
      the Trustees otherwise valid and proper.  During a vacancy, the
      remaining Trustee or Trustees may exercise the powers of the Trustees
      hereunder.  Vacancies among the Trustees may be filled by a written
      designation signed by a majority of the remaining Trustees and lodged among
      the
      records of the Trust.  The determination of a vacancy among the
      Trustees by reason of resignation, incompetency, disqualification or death,
      when
      made by a majority of the remaining Trustees and stated in the instrument
      filling such vacancy, shall be final and conclusive for all
      purposes.




4.7           Successor
      Trustees




Title
      to the property of the Trust
      shall vest in successor Trustees, upon written acceptance of their election
      or
      appointment, without any further act. They shall thereupon have the same powers,
      duties and exemptions as though originally named as Trustees in this
      Declaration.  Such written acceptance shall be filed with the records
      of the Trust, and a certificate signed by a majority of the Trustees as to
      who
      are or were  Trustees at any time shall be conclusive and binding for
      all purposes; provided, however, that, so long as any mortgage of any property
      of the Trust is insured, held, owned or reinsured by the Federal Housing
      Commissioner, any such successor Trustees shall assume and agree to be bound
      by
      the terms of the Regulatory Agreements then in force with the Federal Housing
      Commissioner by an instrument in writing satisfactory to the Federal Housing
      Commissioner.




4.8           Vote
      Required At Trustees' Meetings




The
      Trustees shall act as a
      Board.  Any action of a majority of the  Trustees in office
      or of a majority of them present at a duly convened meeting of the Trustees,
      except as greater proportion may otherwise be required herein, shall be
      conclusive and binding as an action of the Trustees.




4.9           Trustees'
      Meetings; Quorum




Meeting
      of the Trustees shall be held
      as may be called by the President of the Trustees or any two individual
      Trustees.  A majority of the Trustees shall constitute a
      quorum.




6




4.10          Officers




The
      Trustees shall elect one of their
      members as Chairman. The Trustees shall annually elect one of their members
      as a
      President who shall be the  principal executive officer of the
      Trust.  They shall also appoint a Secretary and other offices and
      agents as deemed advisable.  The Chairman, the Secretary, the
      President and such other officers shall receive reasonable compensation as
      such
      officers and  compensation for special services as they in good faith
      may perform.




4.11          Advisors
      Committee




The
      Trustees may appoint a Committee of
      Advisors, the membership of which shall not be Trustees or officers of the
      Trust, but may be shareholders or retired Trustees.  The Chairman or
      the President may preside at meetings of the Committee of
      Advisors.  They shall be entitled to such compensation as
      the  Trustees may reasonable appropriate.  Any member of the
      Committee of Advisors may be removed by a majority vote of the
      Trustees.  The function of the Committee of Advisors is to consult
      with and advise Trustees as to investments of the Trust property and as to
      other  matters related to the business of the Trust.  The
      Committee of Advisors shall not have power to make contracts, or to bind the
      Trust, or to incur liability for the Trust.




4.12         Seal




The
      Trustees may adopt a seal for the Trust.




4.13         Committees
      of the Trustees




(a)           The
      Board of Trustees shall have the power to establish an Executive Committee
      consisting of three to five members of the Trustees as may be designated by
      the
      President and/or Chairman of the Board of Trustees.  The Board of
      Trustees may delegate to the Executive Committee all of the powers of the Board
      of Trustees, except that the Board of Trustees may not delegate any of the
      following powers:




(i)
            To
                make, alter or amend a by-law;




(ii)
            To
                elect, appoint or remove a Trustee;




(iii)
            To
                submit any matter to the shareholders for
                approval;




(iv)
            To
                establish a dividend;




(v)
            To
                sell all, or substantially all, of its assets;
                and




(vi)
            To
                adopt a plan of merger or
                dissolution.




(b)           The
      Board of Trustees may establish an Audit Committee and such other Committees
      as
      it may deem appropriate, which Committees shall consist of three to five members
      of the Board of Trustees as may be designated by the President and/or Chairman
      of the Board of Trustees.  The Board of Trustees may delegate to such
      Committees such powers as the Board of Trustees may deem appropriate and which
      are not inconsistent with law and with the provisions of Sub Section
      4.13(a).




7


ARTICLE
      V





Powers
      of the Trustees




5.1           Management
      of the Trust




(a)           The
      legal title of all property belonging to the Trust shall rest in the Trustees
      and they shall have absolute and exclusive control, management
      and  disposition thereof, and shall have absolute control and
      management of the business and  affairs of the Trust, free from any
      power or control by the shareholders, in the same manner as if they were
      absolute owners thereof, subject to terms and limitations
      contained  in this Declaration of Trust.




(b)           The
      Trustees are specifically authorized to execute a Regulatory Agreement in
      connection with any property upon which the mortgage is insured, held, owned
      or
      reinsured by the Federal Housing Commissioner and the Trust, the Trust property
      covered by any such mortgage, and all Trustees, officers and
      shareholders  and beneficiaries, so far as such agreements shall apply
      to them, shall be bound thereby.




5.2           General
      Powers




The
      Trustees shall have all power
      necessary or convenient for transaction of the business of the
      Trust.




5.3           Discretion
      as to Investments




No
      investment or reinvestment of Trust
      property shall be deemed improper because of the speculative character of such
      investment, or because of excessive or unusual proportion of total property
      so
      invested.




5.4           No
      Duty of Inquiry by Third Parties




No
      person, individual, association,
      partnership, or corporation shall be bound to see to the application of any
      monies or property paid to or delivered to the Trustee or to their authorized
      representative.




5.5           Enumeration
      of Certain Specified Powers




Without
      restricting or limiting the
      above-stated provisions, the  powers of the Trustees shall include,
      among other powers incidental to their office, the powers herein enumerated
      under this Article, namely:




(a)           The
      power as principal, agent or otherwise, for such consideration and on such
      terms
      as they deem proper, to purchase, acquire for cash, for shares representing
      beneficial interest in the Trust property, for notes, debentures, bonds or
      other
      obligations of the Trust, through exchange of property held by the Trust, or
      otherwise, acquire, hold, manage, improve, lease, for terms beyond the
      termination of the Trust or lesser term, rent, convey, sell, transfer, exchange,
      mortgage, partition, develop and otherwise deal in real and personal property
      of
      any kind or description, including any kind or type of interest in such
      property, located in the United




8


States
      or
      any of its possessions or territories; to erect, construct, alter, improve,
      or
      otherwise alter or affect any building, structure or improvement on such
      properties in any part of the United States, its possessions and
      territories.




(b)           To
      enter into all sorts of contracts incidental to their ownership, control, and
      operation of the Trust properties.




(c)           To
      borrow money, unsecured or secured, on notes, debentures, bonds, any negotiable
      or non-negotiable instrument; to pledge its real or personal property for such
      loans; to assume judgment of mortgages on properties purchased; to pledge the
      general assets of the property of the Trust as security for debentures and
      other
      loans; to maintain short-term or long-term loan accounts with banks and other
      lending institutions.




(d)           To
      purchase shares and obligations of the Trust.




(e)           To
      lend money on behalf of the Trust and to invest the funds of the
      Trust.  To create reserve funds for such purposes as they deem
      advisable.  To deposit funds of the Trust in banks and other
      depositories without regard to whether such accounts will draw
      interest.




(f)           To
      adopt and from time to time amend Trustees' Regulations which may include but
      shall not be limited to provisions relating to the time, place and notice of
      meetings of the Trustees and of the Beneficiaries; record dates and other
      matters  relating to voting and the use of proxies; designation,
      appointment and compensation of  representatives and agents and their
      number, duties and qualifications; the form of Certificates of Beneficial
      Interest and the conditions for replacing lost, mutilated or stolen
      certificates; and the procedure for amendment of the Trustees'
      Regulations.




(g)           To
      exercise with respect to property of the Trust, assent,  subscribe or
      convert, or of any other nature; to grant proxies, and to participate in and
      accept securities issued under any voting trust agreement.




(h)           To
      participate in any reorganization, readjustment, consolidation, merger,
      dissolution, sale or purchase of assets, or similar proceedings of any
      corporation, partnership or other organization in which the Trust shall have
      an
      interest and in connection therewith to delegate discretionary powers to any
      reorganization, protective or similar committee and to pay assessments and
      other
      expenses in connection therewith.




(i)           To
      engage independent contractors for the management of the  properties
      of the Trust, in such terms and conditions and for such consideration as deemed
      advisable.




(j)           The
      power to delegate to such one or more of the Trustees or to such other persons
      as the Trustees may choose, the doing of such things and the execution of such
      deeds and instruments either in the name of the Trustees or as their agent
      or
      attorney, or otherwise, as the Trustees may deem proper and
      expedient.




(k)           Power
      to collect, sue for, receive, adjust and settle claims for all sums of money
      and
      other property due to the Trustees.




9


(l)           To
      endorse or guarantee the payment of bonds, notes or other obligations of third
      parties; to make contracts of guaranty or suretyship, or to enter into other
      obligations therefore; and to mortgage or pledge the real or personal property
      of the Trust to secure any of the foregoing.




(m)           To
      determine conclusively the allocation between capital and income of the
      receipts, holdings, expenses and disbursements of the Trust, regardless of
      the
      allocation which might be considered appropriate in the absence of this
      provision.




(n)           To
      determine conclusively the value from time to time and to revalue the real
      estate, securities and other property of the Trust, in accordance with such
      appraisals or other information as they deem satisfactory.




(o)           To
      solicit proxies of the Beneficiaries.




(p)           To
      adopt a fiscal year for the Trust and to amend or change such fiscal
      year.




(q)           To
      pay taxes and assessments imposed upon or chargeable  against the
      Trust or the Trustees by virtue of or arising out of the existence, property,
      business or activities of the Trust.




(r)           To
      organize or cause to be organized a corporation or corporations under the laws
      of any jurisdiction, or any other trust, association or
      other  organization to take over Trust property or any part or parts
      thereof or to carry on any business in which the Trust shall have any interest;
      and to sell, convey and transfer Trust  property or any part thereof
      to such corporation, trust, association or organization in exchange for the
      shares, securities or obligations thereof, and to lend money to,
      subscribe  for the shares or securities of any such corporation,
      trust, association or organization and to enter into contracts with such
      corporation, trust, or organization.




(s)           The
      power to fix the number and the price of the shares of the Trust to be issued
      or
      to be sold and the terms and conditions for payment of such price or
      consideration.




(t)           The
      power to invest in the shares, securities and obligations of other real estate
      investment trusts organized in this or in any other jurisdiction
      within  the United States or any of its territories or
      possessions.




(u)           The
      Trust shall not have the power to issue face amount  certificates
      which may bring or subject the Trust to and under the Investment Company Act
      of
      1940.




(v)           The
      Trustees shall have the power to authorize the issuance of warrants or options
      to purchase shares from time to time to such persons
      including  themselves on such terms and for such conditions as they
      deem advisable, provided that the issuance of such warrants and the exercise
      of
      such option shall not disqualify the Trust as a Real Estate Investment
      Trust.




10


(w)           The
      Trustees shall have power to declare dividends and make distribution from time
      to time from capital, from depreciation reserve, from income or otherwise,
      in
      cash, in kind, or in shares.




ARTICLE
      VI




Certificates
      for the Shares




6.1           No
      Par Value, Non-Assessable, Non-Callable




The
      shares issuable hereunder by the
      Trustees shall be of no par value, non-assessable and non-callable.




6.2           Form
      of Certificate




Every
      shareholder shall be entitled to
      and shall receive a certificate in such form as the Trustees may from time
      to
      time approve, which certificate shall specify the number of shares held by
      the
      shareholder.  Such certificates shall be in form negotiable and title
      thereto and to the share represented thereby shall be transferable by delivery
      of such certificate similar in all respects to shares of capital stock of
      business corporations, except as set forth in 6.10.




6.3           Register
      of Ownership




A
      register shall be kept by or on
      behalf of the Trustees, under the direction of the Trustees, which shall contain
      the names and addresses of the shareholders and the number of shares held by
      them respectively and the numbers of the certificates representing the same
      and
      a record of all transfers thereof.  Only shareholders whose
      certificates are so recorded shall be entitled to vote or to receive dividends
      or otherwise to exercise or enjoy the rights of shareholders.  No
      shareholder shall be entitled to receive payment of any dividend, nor to have
      notice given to him as herein provided, until he has given his address to a
      Transfer Agent or such other officer or agent of the Trustees as shall keep
      the
      said register for entry thereon.




6.4           Transfer
      Agents and Registrars




The
      Trustees shall have power to employ
      a transfer agent or transfer agents and, if they so determine, a registrar
      or
      registrars.  The transfer agent or transfer agents may keep the said
      register and record therein the original issues and transfers,  if
      any, of the said shares the countersign certificates of shares issued to the
      persons entitled to the same.  The transfer agents and registrars
      shall perform the duties usually performed by transfer agents and registrars
      of
      certificates of stock in a corporation, except as modified by the
      Trustees.




6.5           Deposit
      with Transfer Agent of Certificates Signed in Blank




In
      accordance with the usual custom of
      corporations having a transfer agent, signed certificates for shares in blank
      may be deposited with any transfer agent of this Trust, to be used by the
      transfer agent in accordance with authority conferred upon it as occasion may
      require and, in so doing, the signers of such certificates shall not be
      responsible for any loss resulting therefrom.




11


6.6           Transfer
      of Shares




Shares
      shall be transferable on the
      records of the Trust (other than by operation of law) only by the record holder
      thereof, or by his agent thereunto, duly authorized in writing, upon delivery
      to
      the Trustees or a transfer agent of this Trust of the certificate or
      certificates therefor, properly endorsed or accompanied by duly
      executed  instrument or instruments of transfer, together with such
      evidence of the genuineness of each such endorsement, execution, and
      authorization of other matters as may reasonably be required, except as set
      forth in 6.10.  Upon delivery, the transfer shall be recorded on
      the  register of the Trust and a new certificate for the shares so
      transferred shall be issued of the transferee and, in case of a transfer of
      only
      a part of the shares represented by any certificate, a new certificate for
      the
      residue thereof shall be issued to the transferor.  But until such
      record is made, the shareholder of record shall be deemed to be the holder
      of
      such shares for all purposes hereof and neither the Trustees nor any
      transfer  agent or registrar nor any officer or agent of this Trust
      shall be affected by any notice of the proposed transfer.




6.7           Procedures
      Re Shareholder's Certificate(s) Transferred by Operation of Law




Any
      person becoming entitled to any
      shares in consequence of the death, bankruptcy or insolvency of any shareholder,
      or otherwise by operation of law, shall be recorded as the holder of the said
      shares and receive a new certificate for the same upon  production of
      the proper evidence thereof and delivery of the existing certificate to the
      Trustees or a transfer agent of this Trust.  But until such record is
      made, the shareholder of record shall be deemed to be the holder of such shares
      for all purposes hereof and neither the Trustees nor any transfer agent or
      registrar nor any officer or agent of this Trust shall be affected by any notice
      of such death, bankruptcy, or insolvency.




6.8           Special
      Designations of Form of Ownership




The
      Trustees may treat two or more
      persons holding any share as joint tenants of the entire interest therein unless
      their ownership is expressly otherwise recorded on the register of the Trust,
      but no entry shall be made in the register or in any  certificate that
      any person is in any other manner entitled to any future, limited
      or  contingent interest in any share; provided, however, that any
      person recorded as a holder of any share may, subject to the provisions
      hereinafter contained, be described in the register or in any certificate as
      a
      fiduciary of any kind and any customary words may be added to the description
      of
      the holder to identify the nature of such fiduciary relationship.




6.9           Lost
      Certificates




In
      case of the loss, mutilation, or
      destruction of any certificate of shares hereunder, the Trustees may issue
      or
      cause to be issued a new certificate on such terms as they may see
      fit.




6.10         Sale,
      Transfer,  Repurchase to Preserve Qualification of the Trust as a
      REIT




(a)           The
      Trustees may refuse to sell shares or to transfer shares to persons or to
      entities if in their judgment such sale or transfer may endanger
      the  qualification of the Trust as a




12


Real
      Estate  Investment Trust (a "REIT").  The Trustees shall
      also refuse to issue shares upon the exercise of an option to purchase shares
      when in their judgment the exercise of such option and the issuance of shares
      might endanger the  qualification of the Trust as a
      REIT.  However, in the event that the Trustees shall refuse to permit
      the exercise of an option, the life of the option shall be extended until such
      time as the Trustees may determine that the exercise of such option shall no
      longer endanger the qualification of the Trust as a REIT.




(b)           If
      in the good faith opinion of the Trustees ownership of securities of the Trust
      has or may become concentrated to an extent which may prevent the Trust from
      qualifying as a REIT, the Trustees shall also have the power, by lot or other
      means deemed equitable to them, to call for redemption a number of Trust
      Securities  sufficient, in the opinion of the Trustees, to maintain or
      bring the direct or indirect  ownership thereof into conformity with
      the requirements for qualification as such a REIT.




ARTICLE
      VII




Miscellaneous




7.1           Duration




The
      Trust shall have perpetual
      existence unless terminated sooner as herein provided.




7.2           Amendment
      of Trust




The
      provisions of this Declaration of
      Trust may be amended or altered by a two-thirds' vote of all Trustees and such
      amendment or alteration shall then be acknowledged and recorded in such offices
      as are required for the recording of the original Declaration of
      Trust.




7.3           Liability
      of Trustees, Officers or Agents




No
      Trustee, officer or agent of this
      Trust shall be liable on account of his own acts, neglects, and defaults
      (including without limitation the failure to compel in any way any former or
      acting Trustee to redress any breach of trust) to this Trust or to any
      shareholder, Trustee, officer or agent thereof except for such of his own acts,
      neglects,  and defaults as constitute a willful breach of trust
      knowingly and intentionally committed in bad faith.




7.4           Indemnification
      of Trustees, Officers and Agents




(a)           The
      Trust shall indemnify each of its Trustees, officers,  employees and
      agents (including any person who serves at its written request as
      director,   officer, partner, trustee or the like of another
      organization in which it has any interest as a  shareholder, creditor
      or otherwise) against all liabilities and expenses, including amounts paid
      in
      satisfaction of judgments, in compromise or as fines and penalties, and counsel
      fees, reasonably incurred by him or in connection with the defense or
      disposition of any action, suit or other proceeding, whether civil or criminal,
      in which he may be involved or with which he may be threatened, while acting
      as
      Trustee or as an officer, employee or agent of the Trust or the Trustees, as
      the
      case may be, or thereafter, by reason of his being or having  been
      such a Trustee, officer,




13


employee
      or agent, except with respect to any matter as to which he shall have been
      adjudicated to have acted in bad faith or with willful misconduct or reckless
      disregard of his duties or gross negligence or not to have acted in good faith
      in the reasonable belief that his action was in the best interests of the
      Trust.




(b)           As
      to any matter disposed of by a compromise payment by such Trustee, officer,
      employee or agent, pursuant to a consent decree or otherwise, no indemnification
      either for said payment or for any other expenses shall be provided
      unless  such compromise shall be approved as in the best interests of
      the Trust by a majority of the disinterested Trustees or the Trust shall have
      received a written opinion of independent legal counsel to the effect that
      such
      Trustee, officer, employee or agent appears to have acted in good faith in
      the
      reasonable belief that his action was in the best interests of the
      Trust.




(c)           The
      rights accruing to any Trustee, officer, employee or agent under these
      provisions shall not exclude any other right to which he may be lawfully
      entitled.




(d)           No
      Trustee, officer, employee or agent may satisfy any
      right  of  indemnity or reimbursement granted herein or to
      which he may be otherwise entitled except out of the Trust property; and no
      shareholder shall be personally liable to any  person with respect to
      any claim for indemnity or reimbursement or otherwise.




(e)           The
      Trustees may make advance payments in connection with indemnification under
      this
      section, provided that the indemnified Trustee, officer,  employee or
      agent shall have given a written undertaking to reimburse the Trust in the
      event
      it is subsequently determined that he is not entitled to such
      indemnification.




7.5           Transactions
      Where TrusteesHave a Personal Interest




(a)           The
      Trust may buy or sell property or any interest therein from and to any
      individual Trustee, officer of the Trust, or to any firm, partnership
      or  corporation in which such Trustee or officer has or may have an
      interest, but only in the manner set forth in subparagraph 7.5(b).




(b)           Such  purchase
      or sale shall first be approved at a meeting of the Trustees, and all Trustees
      shall be given written notice at least 7 days prior to such meeting that the
      approval of such contemplated purchase or sale is among the items of business
      to
      be discussed at the meeting. No such sale or purchase shall be made unless
      all
      of the Trustees, who are present and voting at such meeting, shall approve
      such
      sale or purchase, and unless the number of votes in favor of such sale or
      purchase shall constitute at least a majority of the total number of
      Trustees.  No Trustee who has any direct or indirect interest in such
      sale or purchase may participate in the voting.




(c)           Subject
      to compliance with the provisions of subparagraph 7.5(d), the Trust may buy
      or
      acquire an interest in the profits and losses, and/or assets and liabilities,
      of
      a partnership (general or limited), joint venture, limited liability company
      or
      other form of business organization or entity in which a qualified real estate
      investment trust may participate pursuant to the applicable provisions of the
      Internal Revenue Code of 1986, as amended, where:  (i) a Trustee or
      officer of the Trust has an interest in such business organization or entity;
      or
      (ii) a




14


Trustee
      or officer of the Trust, and/or any affiliated or related parties, has a
      majority or controlling interest in any corporation, partnership (general or
      limited), joint venture, limited liability company, or other form of business
      entity which has an interest in such business organization or
      entity.




(d)           (i)           Any
      purchase or acquisition subject to the provisions of subparagraph 7.5(c) shall
      first be approved and authorized at a meeting of the Trustees.  The
      Trustees shall be given written notice at least seven (7) days prior to the
      meeting that the contemplated purchase or acquisition is among the items of
      business to be discussed at the meeting.  In conjunction with such
      written notice, the Trustees shall also be provided with :  (A) a copy
      of the proposed form of any contract or agreement setting forth:  (I)
      the terms, provisions and conditions for the Trust’s purchase or acquisition of
      the interest;  (II) the rights, entitlements, responsibilities, duties
      and obligations of the Trust as a partner, joint venturer, member or participant
      in the business organization or entity, and  (III) the governance,
      management and operations of the business organization or entity, or (B)
      a detailed summary of the material terms, provisions and conditions of the
      transaction.




(ii)           Trustees
      with a direct or indirect interest in the business organization or entity in
      which the Trust proposes to purchase or acquire an interest may be counted
      in
      determining whether a quorum is present at such meeting.




(iii)           No
      such purchase or acquisition shall be made unless:  (A) a majority of
      the Trustees who are present and voting at such meeting shall approve of, and
      authorize, the purchase or acquisition; and (B) the number of votes in
      favor of such purchase or acquisition shall constitute a majority of the total
      number of Trustees then qualified, elected and serving as Trustees; and
      (C) one or more of the disinterested Trustees shall vote in favor of such
      purchase or acquisition provided, however, that the number of disinterested
      Trustees voting in favor of such purchase or acquisition shall exceed the number
      of disinterested Trustees, if any, voting against such purchase or acquisition
      by at least one (1).




(iv)           A
      Trustee who has a direct or an indirect interest in the purchase or
      acquisition:  (A) may abstain from the voting to approve or disapprove
      of the proposed transaction; or (B) may participate in the voting to
      approve or disapprove the proposed transaction, provided, that, in
      the event that a Trustee with a direct or indirect interest intends to
      participate in the voting, the Trustee shall disclose in writing to the other
      Trustees, at least seven (7) days prior to the meeting, the nature and extent
      of
      the Trustee’s interest or the interest of affiliated or related parties in the
      business organization or entity.




(v)           The
      Trustees may approve of and authorize any purchase or acquisition of an interest
      in any business organization or entity in which a Trustee has, or Trustees
      have,
      an interest where the transaction set forth in the contracts or agreements
      described in subparagraph 7.5(d)(i) are fair and reasonable as to the Trust
      at
      the time of approval and authorization by the Trustees.  For purposes
      of determining whether a proposed transaction is fair and reasonable as to
      the
      Trust, the Trustees may consider, among other things, the following
      factors:




15


(A)           the
      consideration to be paid, or the capital contribution to be made, by the Trust
      for its interest in the business organization or entity shall be in the same
      form as, and, on a proportional basis, on a par with the consideration paid
      or
      to be paid, or the capital contribution made or to be made, by the Trustee
      for
      the Trustee’s interest in the business organization and entity;
and,




(B)           under
      the contracts or agreements described in subparagraph 7.5(d)(i), there shall
      be:  (A) no difference or distinction in the voting rights granted to,
      and/or held or exercised by, the Trust and the Trustee with respect to all
      matters and affairs of the business organization or entity, including, but
      not
      limited to governance, management, operations, financing, refinancing,
      distributions of profits and losses, allocation of income and expenses
      allocations of profits and losses, distributions of capital or the dissolution,
      liquidation and/or termination of the business organization or entity; and
      (B)
      no difference or distinction in the rights granted to the Trust and the Trustee
      to share or participate in, or receive distributions or allocations of, profits
      and losses, or capital, except for such differences or distinctions as
      may arise from the quantum of the respective interests held by the Trust and
      the
      Trustee, subject to the requirements of (d)(v)(C) below;
and;




(C)           the
      quantum of the interest of the Trust in the business organization or entity,
      in
      terms of voting rights and the right to share or participate in, or
      receive, distributions or allocations of profits and losses, or capital, shall
      be greater than the interest of the Trustee and/or the aggregate interests
      of
      all Trustees in the business organization or entity (including the interest
      of
      affiliated and related parties); and,




(D)           the
      Trust shall be responsible for the management of the affairs of the business
      organization or entity under the contracts or agreements described in
      subparagraph 7.5(d)(i).




(vi)           Any
      matters related to the management of the affairs of the business organization
      or
      entity shall be scheduled for the consideration of the Trustees, and determined
      and voted upon, in the same manner as provided for in this paragraph
      (d).




(vii)           Notwithstanding
      anything contained herein, any interested Trustee who determines to participate
      in the voting with respect to the proposed purchase or acquisition and votes
      on
      the proposed purchase or acquisition:




(A)           shall
      exercise prudent and careful business judgment in good faith in evaluating
      whether the Trust should make the purchase or acquisition investment in light
      of
      the Trust’s purposes, objectives and statements of policy;




(B)           shall
      state for the record at the meeting the specific reasons for his/her vote on
      the
      resolution concerning the purchase; and,




(C)           shall
      not be automatically immunized by virtue of the existence of, or compliance
      with, provisions of subparagraphs 7.5(c) or (d) from any actions, suits or
      proceedings, whether at law or in equity, or by or before any administrative
      officer, agency or tribunal, for breach of any statutory or common law duty
      which may be owed to the shareholders of the Trust or to the other
      Trustees.




16


7.6           Prohibition
      on Sales or Purchase From Certain Independent Contractors




The
      Trust shall not buy or sell
      property or any interest therein, from or to the independent contractors, that
      may be retained by the Trustees for the management of the properties or business
      of the Trust.




7.7           Governing
      Law




This
      Declaration of Trust is created,
      issued and controlled and shall be construed under and by the laws of the State
      of New Jersey.




17


IN
      WITNESS WHEREOF, the undersigned
      have signed and sealed this instrument as of the 7th day of November,
      1983.









/s/
                Garo Artinian
            (L.S.)GARO
                ARTINIAN/s/
                Donald W. Barney
            (L.S.)DONALD
                W. BARNEY/s/
                Robert S. Hekemian
            (L.S.)ROBERT
                S. HEKEMIAN/s/
                John G. Keuhnelian
            (L.S.)JOHN
                G. KEUHNELIAN/s/
                Herbert C. Klein
            (L.S.)HERBERT
                C. KLEIN/s/
                Nicholas A. Laganella
            (L.S.)NICOLAS
                A. LAGANELLA/s/
                John B. Voskian
            (L.S.)JOHN
                B. VOSKIAN





18


STATE
                OF NEW JERSEY
            ::      SS:COUNTY
                OF BERGEN
            :








I
      CERTIFY
      THAT ON November 23rd, 1983, GARO ARTINIAN personally came before me and
      acknowledged under oath, to my satisfaction, that this person:




(a)  is
      named in and personally signed this document; and


(b)  signed,
      sealed and delivered this document as his act and deed.




/s/
                Robert S. HekemianROBERT
                S. HEKEMIAN





PREPARED
      BY:




/s/
                Philip L. ChapmanPHILIP
                L. CHAPMAN,Attorney
                of Law at New Jersey





STATE
                OF NEW JERSEY
            ::      SS:COUNTY
                OF BERGEN
            :





I
      CERTIFY
      THAT ON November 23rd, 1983,  DONALD W.
      BARNEY  personally came before me and acknowledged under oath, to my
      satisfaction, that this person:




(a)  is
      named in and personally signed this document; and


(b)  signed,
      sealed and delivered this document as his act and deed.







/s/
                Robert S. HekemianROBERT
                S. HEKEMIAN







PREPARED
                BY:/s/
                Philip L. ChapmanPHILIP
                L. CHAPMAN,Attorney
                of Law at New Jersey










STATE
                OF NEW JERSEY
            ::      SS:COUNTY
                OF BERGEN
            :








I
      CERTIFY
      THAT ON November 23rd, 1983, ROBERT S. HEKEMIAN personally came before me
      and acknowledged under oath, to my satisfaction, that this person:




(a)  is
      named in and personally signed this document; and


(b)  signed,
      sealed and delivered this document as his act and deed.




/s/
                Serge KrikorianSERGE
                KRIKORIAN







PREPARED
                BY:/s/
                Philip L. ChapmanPHILIP
                L. CHAPMAN,Attorney
                of Law at New Jersey





STATE
                OF NEW JERSEY
            ::      SS:COUNTY
                OF BERGEN
            :








I
      CERTIFY
      THAT ON November 23rd, 1983, JOHN G. KEUHNELIAN personally came before me
      and acknowledged under oath, to my satisfaction, that this person:




(a)
      is
      named in and personally signed this document; and


(b)
      signed, sealed and delivered this document as his act and deed.







/s/
                Robert S. HekemianROBERT
                S. HEKEMIAN





PREPARED
                BY:/s/
                Philip L. ChapmanPHILIP
                L. CHAPMAN,Attorney
                of Law at New Jersey










STATE
                OF NEW JERSEY
            ::      SS:COUNTY
                OF BERGEN
            :








I
      CERTIFY
      THAT ON November 23rd,  1983,  HERBERT C. KLEIN
      personally came before me and acknowledged under oath, to my satisfaction,
      that
      this person:




(a)
      is
      named in and personally signed this document; and


(b)  signed,
      sealed and delivered this document as his act and deed.




/s/
                Michael SafferMICHAEL
                SAFFERAn
                Attorney at Law of theState
                of New Jersey





PREPARED
                BY:/s/
                Philip L. ChapmanPHILIP
                L. CHAPMAN,Attorney
                of Law at New Jersey





STATE
                OF NEW JERSEY
            ::      SS:COUNTY
                OF BERGEN
            :








I
      CERTIFY
      THAT ON November  23rd,  1983,  NICOLAS A.
      LAGANELLA  personally  came before me and acknowledged under
      oath, to my satisfaction, that this person:




(a)  is
      named in and personally signed this document; and


(b)  signed,
      sealed and delivered this document as his act and deed.




/s/
                Robert S. HekemianROBERT
                S. HEKEMIAN







PREPARED
                BY:/s/
                Philip L. ChapmanPHILIP
                L. CHAPMAN,Attorney
                of Law at New Jersey








STATE
                OF NEW JERSEY
            ::      SS:COUNTY
                OF BERGEN
            :








I
      CERTIFY
      THAT ON November 23rd, 1983, JOHN B. VOSKIAN personally came before me
      and acknowledged under oath, to my satisfaction, that this person:




(a)  is
      named in and personally signed this document; and


(b)  signed,
      sealed and delivered this document as his act and deed.









/s/
                Robert S. HekemianROBERT
                S. HEKEMIAN







PREPARED
                BY:/s/
                Philip L. ChapmanPHILIP
                L. CHAPMAN,Attorney
                of Law at New Jersey















DECLARATION
      OF TRUST










-
      of
      -








THE
      FIRST
      REAL ESTATE INVESTMENT


TRUST
      OF
      NEW JERSEY











______________________________________________




Dated:
      November  , 1983




_____________________________________________













RECORD
                & RETURN TO:PHILIP
                L. CHAPMAN, ESQ.KLEIN,
                CHAPMAN, DiIANNI,GREENBERG,
                HENKOFF & SIEGEL935
                Allwood RoadP.
                O. Box 2048Clifton,
                N.J. 07015






























**AMENDMENT**


**TO**


**AMENDED
      AND RESTATED DECLARATION OF TRUST**


**OF**


**FIRST
      REAL ESTATE INVESTMENT TRUST OF NEW JERSEY**








The
      text
      of Article IV, Section 4.2 of the Declaration of Trust which is currently stated
      as follows:




“Except
      for the initial Board of
      Trustees, each Trustee shall be elected for a term of 3 years and shall continue
      in office until qualification of his successor elected at the annual meeting
      of
      shareholders.  The term of at least two trustees shall expire every
      year.”




shall
      be
      deleted in its entirety and the following text shall be substituted
      therefor:




“Each
      Trustee shall be elected for a
      term of 2 years or 3 years, as determined by the Board of Trustees at the time
      a
      Trustee is nominated for election, and shall continue in office until
      qualification of his successor elected at the annual meeting of
      shareholders.”









Amended
      On:  January 21, 2004



















**AMENDMENT**


**TO**


**AMENDED
      AND RESTATED DECLARATION OF TRUST**


**OF**


**FIRST
      REAL ESTATE INVESTMENT TRUST OF NEW JERSEY**





The
      text
      of Article IV, Section 4.6 of the Declaration of Trust which had been previously
      stated as follows:




“Section
      4.6  Vacancies




The
      resignation , removal, incompetency, disqualification or death of any or all
      of
      the Trustees shall not terminate the Trust or affect its continuity; and any
      vacancy caused by the resignation, removal, incompetency, disqualification
      or
      death of any Trustee or Trustees shall not void, vitiate or invalidate any
      act
      or transactions made or done by the Trustees otherwise valid and
      proper.  During a vacancy, the remaining Trustee or Trustees may
      exercise the powers of the Trustees hereunder.  Vacancies among the
      Trustees may be filled by a written designation signed by a majority of the
      remaining Trustees and lodged among the records of the Trust.  The
      determination of a vacancy among the Trustees by reason of resignation,
      incompetency, disqualification or death, when made by a majority of the
      remaining Trustees and stated in the instrument filling such vacancy, shall
      be
      final and conclusive for all purposes.”




was
      amended to read as follows:




“Section
      4.6  Filling Vacancies




The
      resignation , removal,
      incompetency, disqualification or death of any or all of the Trustees shall
      not
      terminate the Trust or affect its continuity; and any vacancy caused by the
      resignation, removal, incompetency, disqualification or death of any Trustee
      or
      Trustees shall not void, vitiate or invalidate any act or transactions made
      or
      done by the Trustees otherwise valid and proper.  During a vacancy,
      the remaining Trustee or Trustees may exercise the powers of the Trustees
      hereunder.  Vacancies among the Trustees and newly created
      trusteeships resulting from an increase in the number of trustees may be filled
      by a written designation signed by a majority of the remaining Trustees and
      lodged among the records of the Trust.  A trustee so elected by the
      Board of Trustees shall hold office until the next succeeding annual meeting
      of
      shareholders and until his successor shall have been elected and
      qualified.  The determination of a vacancy among the Trustees by
      reason of resignation, incompetency, disqualification or death, when made by
      a
      majority of the remaining Trustees and stated in the instrument filling such
      vacancy, shall be final and conclusive for all purposes.”









Amended
      On:  May 15, 2007