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 January 31, 1998                   Commission File No. 2-48728


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


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


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


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


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


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

                            Yes [ X ]     No [   ]
<PAGE>

                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                                      INDEX


Part I:  Financial Information

         Item 1:  Financial Statements

                  a.)      Combined  Balance  Sheets for  January  31,  1998 and
                           October 31, 1997;

                  b.)      Combined   Statements  of  Income  and  Undistributed
                           Earnings For Three Months Ended  January 31, 1998 and
                           1997;

                  c.)      Combined  Statements  of Cash Flows for Three  Months
                           Ended January 31, 1998 and 1997;

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

Part II: Other Information

         Item 6. Exhibits and Reports on Form 8-K




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

         The  following  discussion  should  be read  in  conjunction  with  the
attached financial  statements and notes thereto,  and the Registrant's  audited
financial statements and notes thereto for Fiscal Year ended October 31, 1997.

Results of Operations

         The  earnings  per  share  were  $0.51 for the  First  Quarter  1998 as
compared to $0.46 per share for the First Quarter of 1997.

         The increase in earnings per share was primarily due to the purchase of
the  shopping  center  located  in  Patchogue,  New York and the  rental  income
received from the Franklin  Lakes,  New Jersey  shopping  center which is in the
process of being leased to third parties.

         Rental income  increased from  $2,486,000 for the First Quarter of 1997
to $2,915,000 for the First Quarter of 1998.

Financial Condition

         The Registrant continues to generate cash sufficient to meet all of its
operational  needs.  Registrant  does not anticipate that it will be required to
borrow funds to sustain the current dividend payment schedule of $0.35 per share
for each of the first three  quarters of Fiscal Year 1998. The dividend of $0.40
per share was paid on March 16,  1998 to  Shareholders  of Record as of March 2,
1998.

         The  dividend  payment of $0.40 per share  represents a $0.05 per share
increase over the dividend  payment for the first three  quarters of fiscal year
1997.
<PAGE>



Item 6.  Exhibits and Reports on Form 8-K

                  The  Registrant  did not file any 8-K Reports during the First
Quarter 1998.


<PAGE>


                                   SIGNATURES





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



                                               FIRST REAL ESTATE INVESTMENT
                                               TRUST OF NEW JERSEY
                                                      (Registrant)




Date April 2, 1998



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






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


                SALES OF UNREGISTERED SECURITIES (DEBT OR EQUITY)

                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY















                                     N O N E




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

                                         BALANCE SHEETS
                             JANUARY 31, 1998 AND OCTOBER 31, 1997
                                          (Unaudited)




                                                                          January     October
                                                                          31, 1998    31, 1997
                                                                          -------     -------
                     ASSETS                                                  (In Thousands
                                                                               of Dollars)
<S>                                                                       <C>         <C>
Real estate, at cost, net of accumulated depreciation ...............     $65,220     $53,737
Equipment, at cost, net of accumulated depreciation of $665,000
    and $657,000 ....................................................         179         184
Investment in affiliate .............................................       1,861       1,905
Cash and cash equivalents ...........................................         433         228
Tenants' security accounts ..........................................         746         719
Sundry receivables ..................................................         372         280
Prepaid expenses and other assets ...................................         697       1,470
Deferred charges, net ...............................................       1,175         710
                                                                          -------     -------

           Totals ...................................................     $70,683     $59,233
                                                                          =======     =======

                     LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
    Mortgages payable ...............................................     $48,356     $24,429
    Note payable - bank .............................................                  11,429
    Accounts payable and accrued expenses ...........................         363         409
    Construction liabilities ........................................         123         496
    Dividends payable ...............................................         624       1,326
    Tenants' security deposits ......................................         938         905
    Deferred revenue ................................................         123         255
                                                                          -------     -------
           Total liabilities ........................................      50,527      39,249
                                                                          -------     -------
Commitments and contingencies

Shareholders' equity:
    Shares of beneficial interest without par value; 1,560,000 shares
        authorized;1,559,788 shares issued and outstanding ..........      19,314      19,314
    Undistributed earnings ..........................................         842         670
                                                                          -------     -------
           Total shareholders' equity ...............................      20,156      19,984
                                                                          -------     -------

           Totals ...................................................     $70,683     $59,233
                                                                          =======     =======

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

                 STATEMENTS OF INCOME AND UNDISTRIBUTED EARNINGS
                  THREE MONTHS ENDED JANUARY 31, 1998 AND 1997
                                   (Unaudited)

                                                         1998             1997
                                                       -------          -------
                  INCOME                                    (In Thousands  
                                                            of Dollars,    
                                                            Except per     
                                                            Share Amounts)                    
<S>                                                    <C>              <C>
Revenue:                                               
    Rental income ............................         $ 2,918          $ 2,486
    Reimbursements ...........................             383              328
    Equity in income of affiliate ............              36               31
    Sundry income ............................              37               41
                                                       -------          -------
        Totals ...............................           3,374            2,886
                                                       -------          -------

Expenses:
    Operating expenses .......................             724              645
    Management fees ..........................             128              121
    Real estate taxes ........................             442              430
    Interest .................................             906              660
    Depreciation .............................             375              317
                                                       -------          -------
        Totals ...............................           2,575            2,173
                                                       -------          -------

Income before state income taxes .............             799              713

Provision for state income taxes .............               3                3
                                                       -------          -------

Net income ...................................         $   796          $   710
                                                       =======          =======

Earnings per share ...........................         $   .51          $   .46
                                                       =======          =======

                  UNDISTRIBUTED EARNINGS

Balance, beginning of period .................         $   670          $   670
Net income ...................................             796              710
Less dividends ...............................            (624)            (546)
                                                       -------          -------

Balance, end of period .......................         $   842          $   834
                                                       =======          =======

Dividends per share ..........................         $   .40          $   .35
                                                       =======          =======
</TABLE>
See Notes to Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
                       FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
                                   STATEMENTS OF CASH FLOWS
                         THREE MONTHS ENDED JANUARY 31, 1998 AND 1997
                                          (Unaudited)
                                                                         1998          1997
                                                                       --------      --------
                                                                            (In Thousands
                                                                             of Dollars)
<S>                                                                    <C>           <C>
Operating activities:
    Net income ...................................................     $    796      $    710
    Adjustments to reconcile net income to net cash provided by
        operating activities:
        Depreciation and amortization ............................          400           326
        Deferred revenue .........................................         (132)         (133)
        Equity in income of affiliate ............................          (36)          (31)
        Changes in operating assets and liabilities:
           Tenants' security accounts ............................          (27)            7
           Sundry receivables, prepaid expenses and other assets .          681           339
           Deferred charges ......................................                        (33)
           Accounts payable and accrued expenses .................          (46)          (19)
           Tenants' security deposits ............................           33            (7)
                                                                       --------      --------
               Net cash provided by operating activities .........        1,669         1,159
                                                                       --------      --------
Investing activities:
    Capital expenditures .........................................       (4,726)         (320)
    Distributions from affiliate .................................           80
                                                                       --------      --------
               Net cash used in investing activities .............       (4,646)         (320)
                                                                       --------      --------
Financing activities:
    Dividends paid ...............................................       (1,326)       (1,029)
    Proceeds (repayments) of note payable - bank .................      (11,429)          429
    Net proceeds from mortgage refinancing .......................        5,443
    Proceeds from mortgage borrowings ............................       11,100
    Repayment of mortgages .......................................         (116)         (131)
    Deferred mortgage costs ......................................         (490)
                                                                       --------      --------
               Net cash provided by (used in) financing activities        3,182          (731)
                                                                       --------      --------

Net increase in cash and cash equivalents ........................          205           108
Cash and cash equivalents, beginning of period ...................          228           189
                                                                       --------      --------
Cash and cash equivalents, end of period .........................     $    433      $    297
                                                                       ========      ========
Supplemental disclosure of cash flow data:
    Interest paid ................................................     $    906      $    660
                                                                       ========      ========
</TABLE>
<PAGE>
                       FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
                                   STATEMENTS OF CASH FLOWS
                         THREE MONTHS ENDED JANUARY 31, 1998 AND 1997
                                          (Unaudited)

Supplemental schedule of noncash financing activities:
    Dividends declared but not paid amounted to $624,000 and $546,000 at January
    31, 1998 and 1997, respectively.

    During the three months  ended  January 31, 1998,  the Trust  completed  its
    acquisition of a 64,000 square foot  commercial  property in Patchogue,  New
    York  for  approximately  $11,000,000,  in  part,  with  the  proceeds  of a
    $7,500,000 mortgage.

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

                          NOTES TO FINANCIAL STATEMENTS


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

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

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

                Basis of presentation:
                    The financial  information included herein as at January 31,
                    1998 and for the three  months  ended  January  31, 1998 and
                    1997 is unaudited and, in the opinion of the Trust, reflects
                    all  adjustments   (which  include  only  normal   recurring
                    accruals) necessary for a fair presentation of the financial
                    position as of that date and the results of  operations  for
                    those  periods.  The  information in the balance sheet as of
                    October 31, 1997 was derived from the Trust's audited annual
                    report for 1997.

                Use of estimates:
                    The  preparation of financial  statements in conformity with
                    generally accepted accounting principles requires management
                    to make  estimates  and  assump-tions  that  affect  certain
                    reported  amounts  and  disclosures.   Accordingly,   actual
                    results could differ from those estimates.

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

                Cash and cash equivalents:
                    The Trust maintains its cash in bank deposit accounts which,
                    at times,  may exceed  Federally  insured limits.  The Trust
                    considers all highly liquid debt instruments  purchased with
                    a maturity of three  months or less to be cash  equivalents.
                    At October 31, 1997, the Trust had no cash equivalents.
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS


Note 1 - Organization and significant accounting policies (concluded):
                Depreciation:
                    Real   estate  and   equipment   are   depreciated   on  the
                    straight-line   method  by  annual   charges  to  operations
                    calculated  to absorb  costs of assets over their  estimated
                    useful lives.

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

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

                Advertising:
                    The Trust expenses the cost of advertising and promotions as
                    incurred.  Advertising costs charged to operations  amounted
                    to  approximately  $14,000  and $5,000 for the three  months
                    ended January 31, 1998 and 1997, respectively.

                Earnings per share:
                    Earnings  per  share  are  computed  based  on the  weighted
                    average number of shares  outstanding.  The weighted average
                    number of shares  outstanding  was 1,559,788 for each of the
                    three month periods ended January 31, 1998 and 1997.

                Reclassifications:
                    Certain  amounts in the 1997 financial  statements have been
                    reclassified to conform with the current presentation.


Note 2 - Investment in affiliate:
                The Trust is a 40% member of the Affiliate,  a limited liability
                company that is managed by Hekemian & Co., Inc. ("Hekemian"),  a
                company which manages all of the Trust's properties and in which
                one of the  trustees of the Trust is the  chairman of the board.
                Certain other  members of the  Affiliate are either  trustees of
                the  Trust  or their  families  or  officers  of  Hekemian.  The
                Affiliate  owns  a  residential  apartment  complex  located  in
                Westwood, New Jersey.
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS

Note 2 - Investment in affiliate (concluded):
                Summarized financial  information of the Affiliate as of January
                31, 1998 and October  31,  1997 and for the three  months  ended
                January 31, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
                                                            January      October
                                                            31, 1998    31, 1997
                                                            -------     -------
                                                               (In Thousands
                                                                 of Dollars)
<S>                                                         <C>         <C>
              Balance sheet data:
                  Assets:
                     Real estate and equipment, net ...     $14,625     $14,696
                     Other ............................         486         551
                                                            -------     -------

                         Total assets .................     $15,111     $15,247
                                                            =======     =======
                  Liabilities and equity:
                     Liabilities:
                       Mortgage payable ...............     $10,151     $10,192
                       Other ..........................         311         295
                                                            -------     -------
                           Totals .....................      10,462      10,487
                                                            -------     -------

                     Members' equity:
                       Trust ..........................       1,861       1,905
                       Others .........................       2,788       2,855
                                                            -------     -------
                           Totals .....................       4,649       4,760
                                                            -------     -------

                           Total liabilities and equity     $15,111     $15,247
                                                            =======     =======
<CAPTION>
                                                      Three Months
                                                          Ended
                                                       January 31,
                                                      -------------
                                                      1998     1997
                                                      ----     ----
                                                      (In Thousands
                                                       of Dollars)
<S>                                                   <C>      <C>
                           Income statement data:
                               Rental revenue ...     $645     $619
                               Rental expenses ..      556      541
                                                      ----     ----

                               Net income .......     $ 89     $ 78
                                                      ====     ====
</TABLE>
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS


Note 3 - Real estate:
                Real estate consists of the following:
<TABLE>
<CAPTION>
                                           Range
                                        of Estimated           January         October
                                        Useful Lives           31, 1998        31, 1997
                                        ------------           --------        --------
                                                                     (In Thousands
                                                                      of Dollars)
<S>                                     <C>                    <C>             <C>
Land                                                           $22,365         $20,244
Unimproved land                                                  2,303           2,310
Apartment buildings                      7-40 years             10,824          10,711
Commercial buildings and shopping
   centers                              15-50 years             39,136          30,328
Construction in progress                                         2,940           2,126
                                                               -------         -------
                                                                77,568          65,719
Less accumulated depreciation                                   12,348          11,982
                                                               -------         -------

       Totals                                                  $65,220         $53,737
                                                               =======         =======

</TABLE>
Note 4 - Mortgages payable:
                Mortgages payable consist of the following:
<TABLE>
<CAPTION>
                                                            January      October
                                                           31, 1998     31, 1997
                                                           --------     --------
                                                                (In Thousands
                                                                 of Dollars)
<S>                                                          <C>         <C>
              Northern Life Insurance Cos. (A)               $19,063     $19,123
              Travelers Insurance (B)                                      5,181
              National Realty Funding L.C. (B)                10,600
              Summit Bank (C)                                    102         125
              Summit Bank (D)                                  7,491
              Federal Home Loan Mortgage Corporation (E)      11,100
                                                             -------     -------

                     Totals                                  $48,356     $24,429
                                                             =======     =======
</TABLE>
                    (A)    The  mortgage is payable in monthly  installments  of
                           $152,153  including  interest at 8.31%  through  June
                           2007 at which  time the  outstanding  balance is due.
                           The  mortgage  is  secured  by a  shopping  center in
                           Frederick,  Maryland  having  a  net  book  value  of
                           approximately $24,977,000.

<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS


Note 4 - Mortgages payable (concluded):
                    (B)    On  January 9, 1998,  the Trust  repaid the  existing
                           mortgage on the Westwood,  New Jersey shopping center
                           utilizing  proceeds from a new mortgage in the amount
                           of $10,600,000  with National Realty Funding L.C. The
                           new  mortgage is payable in monthly  installments  of
                           $73,248 including  interest at 7.38% through February
                           2013 at which  time the  outstanding  balance is due.
                           The  mortgage  is  secured  by a  shopping  center in
                           Westwood,  New  Jersey  having  a net  book  value of
                           approximately $11,650,000.

                    (C)    Payable in monthly  installments of $8,555  including
                           interest at 7.625%  through March 1999.  The mortgage
                           is secured by an  apartment  building in Spring Lake,
                           New Jersey  having a net book value of  approximately
                           $563,000.  One of the  directors  of  the  bank  is a
                           trustee of the Trust.

                    (D)    Payable in monthly  installments of $54,816 including
                           interest at 7.375% through January 2005 at which time
                           the  outstanding  balance  is due.  The  mortgage  is
                           secured by a commercial  building in  Patchogue,  New
                           York  having  a  net  book  value  of   approximately
                           $10,897,000.

                    (E)    Payable in monthly  installments of $76,023 including
                           interest at 7.29% through July 2010 at which time the
                           outstanding  balance is due.  The mortgage is secured
                           by an apartment  building in Wayne, New Jersey having
                           a net book value of approximately $1,620,000.

                Principal  amounts (in thousands of dollars) due under the above
                obligations in each of the five years  subsequent to January 31,
                1998 are as follows:

                    Year Ending
                    January 31,                                   Amount
                    -----------                                   ------

                       1999                                       $666
                       2000                                        616
                       2001                                        663
                       2002                                        716
                       2003                                        774

                Based on borrowing rates currently  available to the Trust,  the
                carrying amount of mortgages payable  approximates fair value at
                January 31, 1998.
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
                          NOTES TO FINANCIAL STATEMENTS

Note 5 - Note payable - bank:
                At October 31, 1997, note payable - bank consisted of borrowings
                under a  revolving  line of credit  agreement  with  Summit Bank
                which expires on April 30, 1998.  Maximum  borrowings  under the
                agreement were  $12,300,000  and $20,000,000 at January 31, 1998
                and October 31, 1997,  respectively.  The first  $10,000,000  of
                borrowings  under the line of credit bear interest at either the
                prime rate or the LIBOR rate plus 200 basis  points.  Any excess
                borrowings  bear  interest  at either the prime rate plus .5% or
                the LIBOR rate plus 250 basis points. Outstanding borrowings are
                secured by all of the  Trust's  properties  except the  shopping
                centers located in Frederick, Maryland and Westwood, New Jersey,
                commercial  property  in  Patchogue,   New  York,  an  apartment
                building in Wayne, New Jersey,  and any vacant land owned by the
                Trust. There were no outstanding  borrowings under the agreement
                at January 31, 1998.

Note 6 - Commitments and contingencies:
                Leases:
                   Commercial tenants:
                      The Trust leases  commercial space having a net book value
                      of  approximately  $57,381,000  at  January  31,  1998  to
                      tenants  for  periods of up to twenty  years.  Most of the
                      leases contain  clauses for  reimbursement  of real estate
                      taxes, maintenance,  insurance and certain other operating
                      expenses  of the  properties.  Minimum  rental  income (in
                      thousands  of dollars) to be received  from  noncancelable
                      operating  leases in years  subsequent to January 31, 1998
                      are as follows:

                         Year Ending
                         January 31,                                  Amount
                         -----------                                --------
                             1999                                   $  5,851
                             2000                                      5,536
                             2001                                      5,202
                             2002                                      4,957
                             2003                                      4,625
                             Thereafter                               51,514
                                                                    --------
                             Total                                  $ 77,685 
                                                                    ======== 

                      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 included in
                      income for each of the three months ended January 31, 1998
                      and 1997 were not material.

                   Residential tenants:
                      Lease terms for  residential  tenants are usually one year
                      or less.
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS


Note 6 - Commitments and contingencies  (concluded): 
                Standby letters of credit:
                    At  January  31,  1998,   the  Trust  was  obligated   under
                    irrevocable  standby  letters  of  credit  of  approximately
                    $1,550,000   in  connection   with  certain   required  land
                    improvements  at the  Franklin  Lakes  shopping  center.  In
                    February 1998, such amount was reduced to $100,000.

                Environmental concerns:
                    In  accordance  with  applicable   regulations,   the  Trust
                    reported  to the  New  Jersey  Department  of  Environmental
                    Protection  that  a  discharge  of  hazardous  material  was
                    recently discovered at the newly renovated Franklin Crossing
                    Shopping Center (the "Center").

                    At present,  the discharge  material  appears to be isolated
                    and management  believes there will be no significant effect
                    on the operations of the Center.

                    In   connection   therewith,   the  Trust  is   required  to
                    investigate  and monitor such  discharge,  the cost of which
                    will not be material.

Note 7 - Management agreement and related party transactions:
                The  properties  owned by the Trust  are  currently  managed  by
                Hekemian.  The  management  agreement  requires  fees equal to a
                percentage  of rents  collected.  Such fees  were  approximately
                $128,000 and  $121,000  for the three  months ended  January 31,
                1998 and 1997, respectively.


Note 8 - Earnings per share:
                Earnings  per share,  based on the  weighted  average  number of
                shares outstanding during each period, are comprised of ordinary
                income.




                                      *  *  *