SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-Q/A 



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



For Quarter Ended January 31, 1997                   Commission File No. 2-48728


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


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


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


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


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


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

                            Yes [ X ]     No [   ]
<PAGE>


                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                                      INDEX


Part I:  Financial Information

         Item 1:  Financial Statements

                  a.)   Balance Sheets for January 31, 1997 and October
                        31, 1996;

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

                  c.)   Statements of Cash Flows for Three Months Ended
                        January 31, 1997 and 1996;

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

Part II: Other Information


         Item 5. Other Information

         Item 6. Exhibits and Reports on Form 8-K




<PAGE>
<TABLE>
<CAPTION>

                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

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

                                                          January        October
                       ASSETS                            31, 1997       31, 1996
                                                         --------       --------
                                                              (In Thousands
                                                                of Dollars)
<S>                                                        <C>           <C>
Real estate, at cost, net of accumulated
    depreciation ...................................       $46,842       $46,836
Equipment, at cost, net of accumulated
    depreciation of $616,000 and $608,000 ..........           183           186
Investment in affiliate ............................         1,955         1,924
Cash ...............................................           184           189
Tenants' security accounts .........................           747           754
Sundry receivables .................................           576           537
Prepaid expenses and other assets ..................           825         1,090
Deferred charges, net ..............................           182           158
                                                           -------       -------

          Totals ...................................       $51,494       $51,674
                                                           =======       =======

        LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
    Mortgages payable ..............................       $23,478       $23,609
    Note payable - bank ............................         6,091         5,662
    Accounts payable and accrued expenses ..........           259           278
    Dividends payable ..............................           546         1,029
    Tenants' security deposits .....................           846           853
    Deferred revenue ...............................           126           259
                                                           -------       -------
          Total liabilities ........................        31,346        31,690
                                                           -------       -------

Commitments and contingencies

Shareholders' equity:
    Shares of beneficial interest without par
      value; 1,560,000 shares authorized;
      1,559,788 shares issued and outstanding ......        19,314        19,314
    Undistributed earnings .........................           834           670
                                                           -------       -------
          Total shareholders' equity ...............        20,148        19,984
                                                           -------       -------

           Totals ..................................       $51,494       $51,674
                                                           =======       =======

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

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



                       INCOME                             1997            1996
                                                        -------         -------
                                                             (In Thousands
                                                              of Dollars,
                                                              Except per
                                                             Share Amounts)
<S>                                                     <C>             <C>
Rental revenue:
    Rental income ..............................        $ 2,486         $ 2,418
    Real estate taxes reimbursed ...............            262             392
    Common area maintenance reimbursed .........             66             185
    Sundry income ..............................             40              39
                                                        -------         -------
        Totals .................................          2,854           3,034
                                                        -------         -------

Rental expenses:
    Operating expenses .........................            600             642
    Management fees ............................            121             118
    Real estate taxes ..........................            430             579
    Interest ...................................            542             554
    Depreciation ...............................            317             309
                                                        -------         -------
        Totals .................................          2,010           2,202
                                                        -------         -------

Income from rental operations ..................            844             832
                                                        -------         -------

Other income (expense):
    Equity in income of affiliate ..............             31              19
    Interest income ............................              1               4
    Interest expense ...........................           (118)           (111)
    General and administrative .................            (45)            (55)
                                                        -------         -------
        Totals .................................           (131)           (143)
                                                        -------         -------

Income before state income taxes ...............            713             689
Provision for state income taxes ...............              3
                                                        -------         -------

Net income .....................................        $   710         $   689
                                                        =======         =======

Earnings per share .............................        $   .46         $   .44
                                                        =======         =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

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



                   UNDISTRIBUTED EARNINGS                 1997            1996
                                                        -------         -------
                                                             (In Thousands
                                                              of Dollars,
                                                              Except per
                                                             Share Amounts)
<S>                                                     <C>             <C>
Balance, beginning of period ...................        $   670         $   675
Net income .....................................            710             689
Less dividends .................................           (546)           (546)
                                                        -------         -------

Balance, end of period .........................        $   834         $   818
                                                        =======         =======

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






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

                            STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED JANUARY 31, 1997 AND 1996
                                   (Unaudited)

                                                                1997         1996
                                                              -------      -------
                                                                  (In Thousands
                                                                   of Dollars)
<S>                                                           <C>          <C>
Operating activities:
    Net income ..........................................     $   710      $   689
    Adjustments to reconcile net income to net
        cash provided by operating activities:
        Depreciation and amortization ...................         326          310
        Deferred revenue ................................        (133)         (45)
        Equity in income of affiliate ...................         (31)         (19)
        Changes in operating assets and liabilities:
           Tenants' security accounts ...................           7           (4)
           Sundry receivables, prepaid expenses and other
             assets .....................................         226         (177)
           Deferred charges .............................         (33)         111
           Accounts payable and accrued expenses ........         (19)          (5)
           Tenants' security deposits ...................          (7)           4
                                                              -------      -------
               Net cash provided by operating activities        1,046          864
                                                              -------      -------

Investing activities - capital expenditures .............        (320)        (169)
                                                              -------      -------
Financing activities:
    Dividends paid ......................................      (1,029)      (1,154)
    Proceeds from note payable - bank ...................         429          555
    Repayment of mortgages ..............................        (131)        (121)
                                                              -------      -------
               Net cash used in financing activities ....        (731)        (720)
                                                              -------      -------

Net increase (decrease) in cash .........................          (5)         (25)
Cash, beginning of period ...............................         189          465
                                                              -------      -------

Cash, end of period .....................................     $   184      $   440
                                                              =======      =======


Supplemental disclosure of cash flow data:
    Interest paid .......................................     $   660      $   665
                                                              =======      =======

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

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

                          NOTES TO FINANCIAL STATEMENTS


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

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

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

                    Basis of presentation:
                       The financial  information  included herein as at January
                       31, 1997 and for the three months ended  January 31, 1997
                       and 1996 is  unaudited  and, in the opinion of the Trust,
                       reflects  all  adjustments  (which  include  only  normal
                       recurring  accruals) necessary for a fair presentation of
                       the financial position as of that date and the results of
                       operations  for those  periods.  The  information  in the
                       balance sheet as of October 31, 1996 was derived from the
                       Trust's audited annual report for 1996.

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

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

                    Cash:
                       The Trust  maintains  its cash in bank  deposit  accounts
                       which, at times, may exceed Federally insured limits. The
                       Trust  considers  all  highly  liquid  debt   instruments
                       purchased  with a maturity of three  months or less to be
                       cash  equivalents.  At January  31,  1997 and October 31,
                       1996, the Trust had no cash equivalents.
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS


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

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

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

                    Advertising:
                       The Trust expenses the cost of advertising and promotions
                       as  incurred.  Advertising  costs  charged to  operations
                       amounted  to  approximately  $5,000 and  $12,000  for the
                       three   months   ended   January   31,   1997  and  1996,
                       respectively.

                    Earnings per share:
                       Earnings  per share are  computed  based on the  weighted
                       average  number  of  shares  outstanding.   The  weighted
                       average  number of shares  outstanding  was 1,559,788 for
                       each of the three month  periods  ended  January 31, 1997
                       and 1996.

                    Change in accounting policy:
                       The Trust has  changed its method of  accounting  for its
                       investment in Affiliate.  Previously, the accounts of the
                       Affiliate  were  combined  with those of the Trust on the
                       basis of common control. However, in as much as the Trust
                       does not maintain  unilateral control over the Affiliate,
                       the equity  method of  accounting  for the  investment is
                       deemed   to  be  more   appropriate.   Accordingly,   the
                       accompanying financial statements have been restated. The
                       effect of the restatement was to reduce both total assets
                       and total  liabilities by $13,560,000  and $13,548,000 at
                       January 31, 1997 and October 31, 1996, respectively,  and
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS

Note 1 - Organization and significant accounting policies (concluded):
                       reduce  income  from  rental  operations  by $78,000  and
                       $48,000 for the three months  ended  January 31, 1997 and
                       1996,  respectively.  The  restatement  had no  effect on
                       shareholders' equity, net income or earnings per share.

Note 2 - Investment in affiliate:
                       During  May 1994,  the Trust  became a 40%  member of the
                       Affiliate,  a newly formed limited liability company that
                       is  managed  by  Hekemian  & Co.,  Inc.  ("Hekemian"),  a
                       company which manages all of the Trust's  properties  and
                       in which one of the trustees of the Trust is the chairman
                       of the board.  Certain other members of the Affiliate are
                       either  trustees  of  the  Trust  or  their  families  or
                       officers of Hekemian.

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

                       Summarized  financial  information of the Affiliate as of
                       January  31,  1997 and October 31, 1996 and for the three
                       months ended January 31, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
                                                          January       October
                                                         31, 1997       31, 1996
                                                              (In Thousands
                                                                of Dollars)
<S>                                                       <C>            <C>
Balance sheet data:
    Assets:
       Real estate and equipment, net ............        $14,864        $14,928
       Other .....................................            651            544
                                                          -------        -------

             Total assets ........................        $15,515        $15,472
                                                          =======        =======
    Liabilities and equity:
       Liabilities:
         Mortgage payable ........................        $10,308        $10,346
         Other ...................................            318            314
                                                          -------        -------
             Totals ..............................         10,626         10,660
                                                          -------        -------
      Members' equity:
         Trust ...................................          1,955          1,924
         Others ..................................          2,934          2,888
                                                          -------        -------
             Totals ..............................          4,889          4,812
                                                          -------        -------

             Total liabilities and equity ........        $15,515        $15,472
                                                          =======        =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS

Note 2 - Investment in affiliate:(concluded):
                                                               Three Months
                                                                  Ended
                                                                January 31,
                                                           1997            1996
                                                           ----             ----
                                                              (In Thousands
                                                               of Dollars)
<S>                                                        <C>              <C>
Income statement data:
    Rental revenue ...........................             $619             $575
    Rental expenses ..........................              541              527
                                                           ----             ----

    Net income ...............................             $ 78             $ 48
                                                           ====             ====
</TABLE>
Note 3 - Real estate:
                    Real estate consists of the following:
<TABLE>
<CAPTION>
                                          Range of
                                         Estimated       January         October
                                        Useful Lives    31, 1997        31, 1996
                                        ------------    --------        --------
                                                              (In Thousands
                                                                of Dollars)
<S>                                      <C>             <C>             <C> 
Land ...........................                         $17,782         $17,263
Unimproved land ................                           2,240           2,472
Apartment buildings ............         7-40 years       10,414          10,170
Commercial buildings ...........         25-31.5 years        58              58
Shopping centers ...............         15-50 years      26,323          26,947
Construction in
  progress .....................                           1,042             969
                                                         -------         -------
                                                          57,859          57,879
Less accumulated de-
  preciation ...................                          11,017          11,043
                                                         -------         -------
    Totals .....................                         $46,842         $46,836
                                                         =======         =======

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

                          NOTES TO FINANCIAL STATEMENTS

Note 4 - Mortgages payable:
                    Mortgages payable consist of the following:
<TABLE>
<CAPTION>
                                                         January         October
                                                        31, 1997        31, 1996
                                                             (In Thousands
                                                               of Dollars)
<S>                                                      <C>             <C>
State Mutual Life Insurance Co. (A) ............         $17,991         $18,068
Travelers Insurance (B) ........................           5,286           5,319
Summit Bank (C) ................................             201             222
                                                         -------         -------
    Totals .....................................         $23,478         $23,609
                                                         =======         =======
</TABLE>
                       (A)    Payable  in  monthly   installments   of  $160,925
                              including  interest  at 9% through  August 1997 at
                              which time the  outstanding  balance  is due.  The
                              mortgage  is  secured  by  a  shopping  center  in
                              Frederick,  Maryland  having a net  book  value of
                              approximately $25,601,000.

                       (B)    Payable   in  monthly   installments   of  $55,287
                              including  interest at 10% through  September 2001
                              at which time the outstanding  balance is due. The
                              mortgage  is  secured  by  a  shopping  center  in
                              Westwood,  New  Jersey  having a net book value of
                              approximately $11,832,000.

                       (C)    Payable   in   monthly   installments   of  $8,555
                              including interest at 7.625% through March 1999 at
                              which time the  outstanding  balance  is due.  The
                              mortgage  is secured by an  apartment  building in
                              Spring Lake, New Jersey having a net book value of
                              approximately  $618,000.  One of the  directors of
                              the bank is a trustee of the Trust.

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

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

                          1998                                $18,222
                          1999                                    252
                          2000                                    182
                          2001                                    189
                          2002                                  4,633

                    Based on borrowing rates  currently  available to the Trust,
                    the carrying amount of mortgages  payable  approximates fair
                    value at January 31, 1997.
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS


Note 5 - Note payable - bank:
                    Note  payable  -  bank  consists  of   borrowings   under  a
                    $20,000,000  revolving line of credit  agreement with Summit
                    Bank which expires on June 30, 1997.  The first  $10,000,000
                    of  borrowings  under the line of credit  bear  interest  at
                    either  the  prime  rate or the  LIBOR  rate  plus 200 basis
                    points.  Any excess  borrowings  bear interest at either the
                    prime  rate  plus  1/2% or the  LIBOR  rate  plus 250  basis
                    points.  Outstanding  borrowings  are  secured by all of the
                    Trust's  properties  except the shopping  centers located in
                    Frederick,  Maryland and Westwood, New Jersey and any vacant
                    land owned by the Trust.


Note 6 - Commitments and contingencies:
                    Leases:
                       Commercial tenants:
                           The Trust leases  commercial  space having a net book
                           value of  approximately  $39,023,000  at January  31,
                           1997 to tenants  for  periods of up to twenty  years.
                           Most of the leases contain clauses for  reimbursement
                           of real  estate  taxes,  maintenance,  insurance  and
                           certain other  operating  expenses of the properties.
                           Minimum rental income (in thousands of dollars) to be
                           received from noncancelable operating leases in years
                           subsequent to January 31, 1997 are as follows:

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

                                 1998                                $ 3,696
                                 1999                                  3,438
                                 2000                                  3,015
                                 2001                                  2,588
                                 2002                                  2,340
                                 Thereafter                            9,624
                                                                     -------
                                     Total                           $24,701
                                                                     =======


                           The above amounts assume that all leases which expire
                           are not renewed  and,  accordingly,  neither  minimal
                           rentals  nor  rentals  from  replacement  tenants are
                           included.  In  addition,  the  above  amounts  do not
                           include any future minimum rentals to be received for
                           the  shopping  center in Franklin  Lakes,  New Jersey
                           having a net book value of  approximately  $1,590,000
<PAGE>
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                          NOTES TO FINANCIAL STATEMENTS

Note 6 - Commitments and contingencies (concluded):
                    Leases (concluded):
                       Commercial tenants (concluded):
                           at January 31, 1997.  Management  closed the shopping
                           center on September 1, 1995 except for one tenant who
                           vacated   the   premises   on   November   1,   1996.
                           Commencement  of  a  complete   refurbishing  of  the
                           premises is  currently in progress and it is expected
                           to be open for  operations  in the Fall of 1997.  The
                           cost of  refurbishing  is  currently  anticipated  to
                           approximate $10,000,000.

                           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, 1997 and 1996 were not
                           material.

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

                    Acquisition:
                       The Trust has  entered  into a  contract  to  purchase  a
                       64,000 square foot shopping  center to be  constructed in
                       Patchogue,   New  York  for   approximately   $11,400,000
                       including  commissions and estimated  professional  fees.
                       The  contract  to  purchase  the   Patchogue   center  is
                       contingent upon the  construction  being completed during
                       the Spring of 1997.

                    Standby letters of credit:
                       At  January  31,  1997,  the  Trust  is  obligated  under
                       irrevocable  standby  letters of credit of  approximately
                       $1,550,000  in  connection  with  certain  required  land
                       improvements at the Franklin Lakes shopping center.


Note 7 - Management agreement:
                    The properties  owned by the Trust are currently  managed by
                    Hekemian.  The management agreement requires fees equal to a
                    percentage of rents collected.  Such fees were approximately
                    $121,000 and $118,000 for the three months ended January 31,
                    1997 and 1996, respectively.


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

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

         The  following  discussion  should  be read  in  conjunction  with  the
attached financial statements and notes thereto,  and  the Registrant's  audited
financial statements and notes thereto for Fiscal Year ended October 31, 1996.

                             Results of Operations

         The  earnings  per  share  were  $0.46 for the  First  Quarter  1997 as
compared to $0.44 per share for the First Quarter, 1996.

         The  increase  in  earnings  was  realized  despite  the fact  that the
Franklin Lakes Shopping Center, as discussed in Part II, Item 5 hereinafter, was
closed for operations in the Fall of 1996.

         Rental income  increased from  $2,418,000 for the First Quarter of 1996
to $2,486,000 for the First Quarter of 1997.  Income from rental  operations was
$844,000 for the First  Quarter 1997 as compared to $832,000 for the same period
in 1996.  The increase in rental  operations  was primarily due to a decrease in
operating expenses and real estate taxes. The decrease in operating expenses was
due, in large part,  to a mild winter in  1996-1997  as compared  with the prior
fiscal year resulting in decreased heating and snow removal costs.

         As  discussed  in  Note 1 of the  Financial  Statements  attached,  the
Registrant  has  changed  its method of  accounting  for its  investment  in the
Westwood Hills,  L.L.C. Prior to the date of this 10Q/A, the Registrant prepared
its Financial Statements on a consolidated basis. Since the Registrant does not,
however,  maintain  unilateral  control over the Westwood Hills,  L.L.C., it has
been determined that the equity method of accounting would be more  appropriate.
The equity method was adopted  retroactively.  As a result,  the 1996  financial
statements have been restated to reflect the foregoing accounting change.

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

                              Financial Condition

         The Registrant continues to generate cash sufficient to meet all of its
operational  needs.  Registrant  does 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 1997.
<PAGE>
PART II. Item 5.           OTHER INFORMATION

                  A)       Franklin Lakes, New Jersey Shopping Center (the
                           "Franklin Lakes Center" or the "Center")

                           The Registrant closed the Franklin Lakes Center in
                           December 1996.  Demolition of the Center was
                           completed during January, 1997.

                           The  Registrant  is in  the  process  of  negotiating
                           contracts  with  third  party   contractors  for  the
                           construction of the Center  containing  approximately
                           88,000 square feet of leasable space.  The Registrant
                           anticipates  that  construction  will begin  prior to
                           March 1, 1997 and that the Center will be operational
                           before January 1, 1998.

                           The   Registrant   authorized   the  payment  of  the
                           following  fees to Hekemian & Co., Inc., its managing
                           agents:

                           a)     $125,000 in consideration for all work
                                  completed in securing governmental approvals
                                  in connection with the Center.

                           b)     $150,000 in consideration for the planning,
                                  coordination and oversight in connection with
                                  the construction of the Center.

                           In  addition,  Registrant  has agreed to negotiate an
                           agreement pursuant to which Hekemian & Co., Inc. will
                           be  paid a fee for  negotiating  all  leases  for the
                           Center.

                  B)       Patchogue, New York Shopping Center (the "Patchogue
                           Center")

                           The Registrant  anticipates that the Patchogue Center
                           will be  completed  by May,  1997.  As a  result,  it
                           expects  to close  title  for the  center on or about
                           June 1, 1997.

                           The Registrant authorized the payment of a fee in the
                           amount of $390,000 to  Hekemian & Co.,  Inc.  for all
                           work which it  performed in the  acquisition  and the
                           monitoring of construction of the Patchogue Center.

                  C)       Line of Credit with Summit Bank

                           The Line of Credit with Summit Bank was  extended for
                           six month interim period. The Registrant expects that
                           the Line of Credit will be  extended  for a period of
                           one or two  years  based  at the  end of the  interim
                           period.

         ITEM 6.           Exhibits and Reports on Form 8-K

                           The  Registrant  did not file any 8-K Reports  during
                           the First Quarter 1997.
<PAGE>


                                   SIGNATURES


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

                                               First Real Estate Investment
                                               Trust of New Jersey
                                               ----------------------------
                                                       (Registrant)


DATED:  July 3, 1997


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



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