FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January
31, 2004 ORX




______
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15 (d) 
OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ___________to ______________________________________ Commission file number _____________________________________________________________

First Hartford Corporation
(Exact name of registrant as specified in its charter)

Maine
    01-0185800(State or other jurisdiction of incorporation or organization)
    (I.R.S. Employer Identification No.)


149 Colonial Road, Manchester, CT 06040 (Address of principal executive offices) (Zip Code)

(860) 646-6555(Registrant's telephone number, including area code)

N/A(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Company (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, and (2) has been subject to such
filing requirements for the past 90 days. 
Yes   X  No

Amendment ____________________________________________________________________________

Amended effective November 15, 2002; compliance and phase-in details in Release No. 33-8128 (¶ 86,724), 67 F.R. 58480 Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2
of the Exchange Act): Yes ___ No X

End of Amendment                   ____________________________________________________________________

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under
a plan confirmed by a court. Yes X   No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. 3,089,985 shares of common stock as of January 31, 2004.

---





FIRST HARTFORD CORPORATIONINDEXPART I. FINANCIAL INFORMATION
   PAGEItem 1.
   Financial StatementsIndependent Auditors Review Letter
   1Consolidated Balance Sheets -January 31, 2004 and April 30, 2003
   2 & 3Consolidated Statements of OperationsFor the Nine Months and Three MonthsEnded January 31, 2004 and 2003.
   4 & 5Consolidated Statements of Cash FlowsFor the Nine Months and Three MonthsEnded January 31, 2004 and 2003.
   6 & 7Notes to Consolidated Financial Statements
   8 & 9Item 2.
   Management's Discussion and AnalysisOf Financial Condition and ResultsOf Operations
   9 - 11Item 3.
   Quantitative and Qualitative DisclosuresAbout Market Risk
   11Item 4.
   Controls and Procedures
   11PART II. OTHER INFORMATIONItem 1.
   Legal Proceedings
   12Item 2.
   Changes in Securities, use of ProceedsAnd Issuer Purchases of Equity Securities
   12Item 3.
   Defaults Upon Senior Executives
   12Item 4.
   Submission of Matters to a VoteOf Security Holders
   12Item 5.
   Other Information
   12Item 6.
   Exhibits and Reports on Form 8-K
   13Signatures
   14




---



Kostin, Ruffkess & Company, LLCLetterhead



To the Board of Directors
First Hartford Corporation and Subsidiaries



INDEPENDENT ACCOUNTANTS' REPORT



We have reviewed the accompanying consolidated balance sheet of
First Hartford Corporation and Subsidiaries as of January 31, 2004 and January
31, 2003, and the related consolidated statements of operations, and cash flows
for the three months and nine months then ended.  These consolidated
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with Statements on
Standards for Accounting and Review Services issued by the American Institute of
Certified Public Accountants.  A review of interim financial information
consists principally of applying analytical procedures to financial data and
making inquiries of persons responsible for financial and accounting matters. 
It is substantially less in scope than an audit conducted in accordance with
auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the consolidated
financial statements taken as a whole.  Accordingly, we do not express such
an opinion.

Based on our review, we are not aware of any material
modifications that should be made to the accompanying consolidated financial
statements in order for them to be in conformity with accounting principles
generally accepted in the United States of America.

/s/ Kostin, Ruffkess & Company, LLC

Farmington, Connecticut
March 15, 2004

---





FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS(Unaudited)

Assets
   
   January 31,
   
   
   April 30,2004
   
   
   2003Real Estate and equipment:Developed properties
   
   $
   11,520,582
   
   $
   7,920,657Equipment and leasehold improvements
   
   117,781
   
   
   113,71911,638,363
   
   
   8,034,376Less accumulated depreciation andamortization
   
   
   1,776,503
   
   
   1,633,5269,861,860
   
   
   6,400,850Properties under construction andinvestment in undeveloped properties.
   
   1,209,775
   
   
   72,67211,071,635
   
   
   6,473,522Cash
   
   
   3,520,251
   
   
   29,051Accounts receivable, less allowancefor doubtful accounts of $70,600758,199
   
   
   1,187,296Deposits, escrows, and prepaid anddeferred expenses
   
   
   1,604,663
   
   
   1,340,464Investment in affiliates
   
   
   125,976
   
   
   1,132,908Due from related parties and affiliates
   
   230,334
   
   
   192,505Deferred Tax Assets
   
   
   900,000
   
   
   1,700,000Discontinued Assets
   
   
   -0-
   
   
   12,132,599$
   18,211,058
   
   $
   24,188,345


2



---







PART I - FINANCIAL INFORMATIONFIRST HARTFORD CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(Unaudited)January 31,
   
   April 30,2004
   
   
   2003Liabilities:Mortgages, notes payable;Construction Loans
   $
   4,621,418
   
   
   474,627Mortgages payable
   $
   9,482,662
   
   
   9,191,466Notes Payable:Other
   
   1,780,083
   
   
   2,368,78915,884,163
   
   
   12,034,882Accounts payable
   
   1,765,585
   
   
   2,097,292Accrued Liabilities
   
   685,492
   
   
   494,512Other Liabilities
   
   946,728
   
   
   772,984Deferred Income
   
   215,724
   
   
   265,467Due to Related Parties and affiliatedpartnerships
   
   118,965
   
   
   248,359Mortgage payable - discontinued
   
   -0-
   
   
   14,158,48919,616,657
   
   
   30,071,985Shareholders' equity (deficiency):Common stock, $1 par; authorized6,000,000 shares; issued 3,322,213shares
   
   3,322,213
   
   
   3,322,213Capital in excess of par
   
   4,857,645
   
   
   4,857,645Deficit
   
   ( 7,517,333)
   
   
   (11,995,374)662,525
   
   
   (3,815,516)Less 232,228 shares
   of common stockheld in
   treasury, at cost
   
   2,068,124
   
   
   2,068,124( 1,405,599)
   
   
   ( 5,883,640)$
   18,211,058
   
   $
   24,188,345


3

---





|FIRST HARTFORD CORPORATION AND SUBSIDIARIES
|-------------------------------------------
|CONSOLIDATED STATEMENTS OF INCOME (LOSS)   
|(Unaudited)                                
|                                           
|                                           
|                                           
|Revenues, Including Related                
|Party Respectively:                        
|Sale of Real Estate                        
|Construction                               
|Rental                                     
|Management fees                            
|Other                                      
|Non-Recurring                              
|Equity In Earnings of                      
|Joint Ventures                             
|                                           
|Costs and Expenses:                        
|                                           
|Cost of Sales Real Estate                  
|Construction                               
|Operating, selling, general                
|and administrative                         
|Interest                                   
|Depreciation and amortization              
|Real estate taxes                          
|                                           
|Net Operating (Loss)                       
|Before Discontinued                        
|Items and Income Taxes                     
|                                           
|Discontinued Items                         
|Sale of Shopping Center                    
|Cost of Shopping Center                    
|Federal & State Tax                        
|Gain on Sales (net of tax)                 
|Operating Gain on Shopping                 
|Center                                     
|Net Gain                                   
|Net Income
   (Loss) Before                
|Income Tax                                 

4



---



FIRST HARTFORD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)(Unaudited)CONTINUED

Nine Months Ended
   
   Three Months EndedJanuary 31, 2004
   
   January 31, 2003
   
   January 31, 2004
   
   January 31, 2003(Restated)
   
   
   
   (Restated)State Income Tax
   
   63,854
   
   - 0 -
   
   59,153
   
   - 0 -Deferred Federal Income Tax
   800,000
   
   - 0 -
   
   800,000
   
   - 0 -Total Taxes On Income
   863,854
   
   - 0 -
   
   859,153
   
   - 0 -Net Income (Loss)
   
   4,478,041
   
   (364,806)
   
   4,782,094
   
   (16,809)Base Earning Per Share
   $
   1.45
   
   ($0.12)
   
   1.55
   
   (.01)Weighted Average NumberOf Shares Outstanding
   3,089,985
   3,089,985
   
   3,089,985
   
   3,089,985




5

---





FIRST HARTFORD CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENT OF CASH FLOWSCash flows from operating
   
   
   9 months ended
   
   
   3 months endedactivities:
   
   01/31/2004
   
   01/31/2003
   
   
   01/31/2004
   
   01/31/2003Net Profit (Loss)
   
   $
   4,478,041
   
   $
   (364,806)
   
   $
   4,782,094
   
   $  ( 16,809)Adjustments to reconcile net lossto net cash used in operatingactivities:Depreciation
   
   
   356,733
   
   
   349,211
   
   
   120,332
   
   
   116,707Amortization
   
   
   116,161
   
   
   33,331
   
   
   91,967
   
   
   12,321Deferred Tax Asset
   
   
   800,000
   
   
   -0-
   
   
   800,000
   
   
   -0-Gain on Sale of Property
   
   
   6,685,897
   
   
   -0-
   
   6,685,897
   
   
   -0-Changes in assets and liabilities:Increase (Decrease) in:Accounts and NotesReceivable (Net)
   
   
   429,097
   
   
   201,196
   
   
   404,416
   
   
   22,478Deposits, escrows, prepaid anddeferred expenses
   
   
   (628,611)
   
   
   508,985
   
   
   (229,958)
   
   
   166,692(Increase) Decrease) in:Accrued liabilities
   
   
   190,980
   
   (164,043)
   
   
   319,950
   
   (664,832)Other Liabilities
   
   
   124,001
   
   
   441,419
   
   
   87,937
   
   
   399,515Accounts payable
   
   
   (331,707)
   
   (315,307)
   
   
   (782,486)
   
   
   229,443Net cash provided by (used in)operating activities:
   
   12,220,592
   
   
   689,986
   
   12,280,149
   
   
   265,515Cash Flow from investing activities:Proceeds from Investments
   
   1,006,932
   
   
   2,908
   
   
   182,531
   
   
   2,908Purchase of equipment
   
   
   (9,004)
   
   
   (13,101)
   
   
   ( 4,982)
   
   
   2,906Write Off Predevelopment Cost
   
   98,251
   
   
   -0-
   
   
   98,251
   
   
   -0-Proceeds from Saleof Property
   
   5,530,060
   
   
   -0-
   
   5,530,060
   
   
   -0-Payments for:Additions to New Property
   
   
   (4,751,868)
   
   
   ( 356,896)
   
   
   (4,709,497)
   
   
   (59,685)Additions to developedProperty
   
   
   (127,332)
   
   
   -0-
   
   
   ( 127,332)
   
   
   -0-Net Cash provided by (used in)investing activities
   $
   1,747,039
   
   $
   (367,089)
   
   
   969,031
   
   $
   (53,871)




6

---



FIRST HARTFORD CORPORATION AND SUBSIDIARIES
   
   CONSOLIDATED STATEMENT OF CASH FLOWS, CONTINUED



Cash flows from financing
   
   3 months ended
   
   
   
   3 months endedactivities:
   
   01/31/2004
   
   01/3/2003
   
   01/31/2004
   
   01/31/2003Proceeds from:Construction LoanPayable
   $
   4,146,791
   
   
   -0-
   
   
   $       3,701,657
   
   -0-Mortgage Payable
   
   -0-
   
   
   648,034
   
   
   -0-
   
   335,000Notes Payable
   
   -0-
   
   
   840,000
   
   
   -0-
   
   -0-Principal payments on:Mortgages payable
   
   (13,867,293)
   
   
   (
   362,999)
   
   
   
   (13,296,126)
   
   ( 94,889)Notes payable
   
   (588,706)
   
   
   (1,665,655)
   
   
   
   (258,241)
   
   ( 11,357)Advances from Related Parties andaffiliated Parties
   
   ( 167,223)
   
   
   163,501
   
   
   
   134,917
   
   ( 555,129)Net Cash provided by (used in)Financing Activities
   (10,476,431)
   
   
   (377,119)
   
   
   
   (9,717,793)
   
   ( 326,375)Net increase (Decrease) in cashand Cash Equivalents
   
   3,491,200
   
   
   (54,222)
   
   
   3,531,387
   
   (114,731)Cash and cash equivalents,beginning of Period
   
   29,051
   
   
   67,748
   
   
   
   ( 11,136)
   
   128,257Cash and cash equivalents,end of Period
   $
   3,520,251
   
   $
   13,526
   
   
   
   $        3,520,251
   
   $13,526


The accompanying notes are an integral part of these financial statements.



7

---







Note 1: Summary of Significant Account Policies:

Description of business:

First Hartford Corporation (the Company) was incorporated in Maine in 1909, and is engaged in the purchase, development, ownership, management and sale of real estate. The Company extends
credit to companies/tenants throughout the United States.

Principles of consolidation:

The accompanying financial statements include the accounts of the Company and its wholly-owned subsidiaries, including partnerships in which the Company is a majority owner or has
substantial control. All significant intercompany transactions and accounts have been eliminated in the consolidated financial statements, including construction revenues and costs of development for the Company's own use (rental/future sale). The
Company records its investment in partnerships in which it is not a majority owner on the equity method. Construction revenue and cost for minority interests are also eliminated.

Financial Statement Presentation:

Because the Company is engaged in the development and sale of real estate in various stages of construction, the operating cycle may extend beyond one year. Accordingly, following the usual practice of the real estate
industry, the accompanying consolidated balance sheets are unclassified.

Revenue recognition:

Since the Company is primarily involved in development for its own use (rental/future sale), construction revenue is recorded only upon sale of the property built for sale to third parties.
Revenues from projects built for third parties are recognized on the percentage-of-completion method of accounting based on costs incurred to date in relation to total actual costs and estimated costs to complete. Revisions in costs and profit
estimates are reflected in operations during the accounting period in which the facts become known. The Company provides for estimated losses on contracts in the year such losses become known. There are no properties built for sale to third parties
during the reporting period.

Rental revenues are recognized as income under the operating method as the rentals become due. At April 30, 2004 and forward, the Company will recognize income on the straight-line basis in
accordance with SFAS 13. Other income includes management and service fees and interest income which is recognized over the period in which the service is provided or the interest is earned.



8

---





Interim Financial Information (Unaudited)

The accompanying unaudited financial statements reflect all adjustments necessary to present fairly the Companys financial position as of January 31, 2004 and the results of its operations and cash flows for the
nine months ended January 31, 2004. The results of operations for the nine months ended January 31, 2004 are not necessarily indicative of the results to be expected for the full year. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with accounting principals generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations relating to interim financial statements.

Note 2: Purchase of Shopping Center

On November 26, 2003, the Company purchased a shopping center in West Springfield, MA for $3,650,000.

Note 3: Sale of Shopping Center

The Company sold its shopping center in Mount Olive, NJ for $19,433,415 resulting in a pre-tax gain of $6,685,897.

Note 4: Employee Stock Option Plan

On January 22, 2004, the shareholders approved a stock-option plan. In February 2004, 250,000 options were granted to five employees, two of which are directors. The options have a two year vesting period which were
granted at $1.10 per share, representing the highest current bid price. With the option, the employee was given the right to sell the shares back to the Company for $2.40 at the end of the vesting period.

Note 5: Litigation

See Part II, Item 1. on Page 12 below.



9

---





Item 2.   FIRST HARTFORD CORPORATION AND SUBSIDIARIES
              
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
              
CONDITION AND RESULTS OF OPERATIONS

The financial and business analysis below provides information which the Company believes is relevant to an assessment and understanding of the Companys consolidated financial
position and results of operations. This financial and business analysis should be read in conjunction with the consolidated financial statements and related notes.

The following discussion and certain other sections of this Report on Form 10-Q contain statements reflecting the Companys views about its future performance and constitute
forward-looking statements under the Private Securities Litigation Reform Act of 1995. These views may involve risks and uncertainties that are difficult to predict and may cause the Companys actual results to differ materially
from the results discussed in such forward-looking statements. Readers should consider how various factors including changes in general economic conditions, cost of materials, interest rates and availability of funds, and the nature of competition
and relationships with key customers may affect the Companys performance. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or other.

Capital Resource and Liquidity

There has been a significant improvement to the liquidity of the Company as a result of the sale of our Mt. Olive New Jersey shopping center. Cash received was $4,300,000 of which $525,000
is reserved for federal tax (alternative minimum tax) and state tax.

In the past the Company has had large property sales but it was usually caused by an extreme need to repay debt. Such is currently not the case. Utilization of our Net Operating Loss Carry
Forward and a business need to keep funding new projects to invest in, were the catalyst.

On November 26, 2003, the Company purchased a shopping center in West Springfield, Mass. for $3,650,000. It contained a closed Kmart of approximately 83,000 square feet and 50,000 square
feet of other retail (39,000 of which is occupied and paying rent). At the same time, we closed a construction Loan of $7,235,000 with a take out for permanent financing. The loan provided 100% financing of the project. The permanent lender is
charging 5.5% fixed interest for a 25 year loan callable after 3 years and gets 50% of the profits as additional interest. At the initial draw $225,0000 invested in the project was recovered.

The Company has four signed leases for approximately 92,500 square feet for the Kmart building, which is requiring us to expand the building. The loan is currently in the process to
increase by $765,000 to fund the expansion. The first tenant will open 25,000 square feet on March 28, 2004. We expect all four to be opened by mid-summer.

On January 1, 2004 the Katharine Gibbs School moved into a building constructed by the Company and leased to them by a joint venture in which the Company is a 50% participant. On the same
property a completed pad (graded, compacted, paved, connected utilities, plus site lighting) was leased to a restaurant which is constructing their own building. The restaurant is expected to open by May 1, 2004.

Rent for the school is $121,000 monthly and the debt service is interest only on the $11,700,000 mortgage. It is anticipated that amortization of principle will begin in October, 2004. The
interest rate is 2.0% over 30 days LIBOR (currently approximately 1%). An interest hedge was purchased limiting the interest rate to a maximum of 8%.

The pad improvements for the restaurant were paid for by the first two months of cash flow. Rent for the restaurant is $8,333 monthly.

Distributions received from the Cranston and Dover shopping centers amounted to $195,000 this quarter. Approximately $60,000 of which was from a payment of a Kmart chapter 11 claim.

During this quarter we decided not to go forward with a project in New York State and wrote off $98,000. In Maine, we expended an additional $200,000 and this project continues to move
forward.

Results of Operations

The highlight of the current quarter is the sale of the Mt. Olive, New Jersey shopping center. The sale of the center has caused a restatement of operations to reflect discontinued items in
accordance with SFAS 144. The pre-tax gain on the sale of the center was approximately $6,886,000 or $2.28 per share. Taxes amounted to $.45 per share of that amount, $.26 was a result of utilization of our deferred tax asset (Net Operating Loss
Carry forward).

In the current quarter, the Company has lost $557,000 or (.18 a share) from operations. Included in that loss is the following:

|1. | Loss from write off of predevelopment cost for abandoned project,$98,000.                 
|-- | ------------------------------------------------------------------------------------------
|2. | Amortization of deferred financing cost upon closing new loan for existing center,$80,000.
|3. | Write off of billings in excess of contract regarding affiliated partnerships, $127,000.  

These items totaling $305,000 amount to $.10
of the $.18 loss per share from operations.



10

---





Employee Stock Option Plan

On January 22, 2004 at the meeting of the
shareholders, two items were approved.

|1. | Re-election of the Board of Directors.     
|-- | -------------------------------------------
|2. | Approval of the Employee stock Option Plan.

In the month of February, 250,000 of those options were granted to five employees, two of which are Directors. The options which have a two year vesting period were granted at $1.10 per share, representing the highest
current bid price. With the option, the employee was given the right to sell the shares back to the Company for $2.40 at the end of the vesting period. At this writing, the last trade of the stock was $1.85 per share.

Item 3.                    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

All phases of the real estate business are inherently speculative and intensely competitive with many enterprises, both large and small, engaged in businesses similar to the Companys throughout the United States.
The success of the Company, to a large extent, depends upon factors which may be beyond the control of management. Some of these factors are variable construction costs, the mortgage market, real estate taxes, income tax laws, government
regulations, the commercial rental market and the economy. The ability of the Company to meet its debt service obligations and to operate profitably is also dependent on its ability to attract tenants and to compete successfully with the numerous
other commercial properties available to prospective tenants. The ability to attract tenants is dependent upon the changing character of the areas in which the Companys properties are located, the rate of new construction in those areas and
the extent of present and future competition in those areas. The Companys holdings are becoming less diversified both geographically and in use and types of occupancy.

The Companys assets are concentrated mostly in the Northeast which creates a geographic diversification risk. The Company presently has interest from Southern New Jersey and options for property as far north as
Maine.

The real estate business does not experience backlogs as that term is generally understood, nor is it seasonal.

To the Companys knowledge, its real estate business is not dependent upon a single customer but there is a dependency on supermarkets for strip malls. The Company has Stop & Shop, Price Rite and Big Y as such
tenants.

Item 4.                   
CONTROLS AND PROCEDURES

Our management, including our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as of January 31, 2004, pursuant to Exchange Act
Rules 13a-15(e) and 15(d)-15(e). Based upon that evaluation our chief executive officer and chief financial officer have concluded that as of such date, our disclosure controls and procedures in place are adequate to ensure material information and
other information requiring disclosure is identified and communicated on a timely basis. There were no significant changes in the registrants internal controls or in other factors that could significantly affect these controls subsequent to
the date of their evaluation.



11

---





PART II -              OTHER INFORMATION

Item 1.                   LEGAL PROCEEDINGS

On January 29, 2004, a shareholder filed a 13D with the Securities and Exchange Commission indicating that he controls over 19% of the Company shares. That shareholder was Richard E. Kaplan, purportedly a resident of
the Commonwealth of Massachusetts. By Complaint dated February 27, 2004, Mr. Kaplan, filed suit against First Hartford Corporation (the Company) as case No. 04 10402 RCL in the United States District Court in the District of

Massachusetts. The Company was served with the complaint on March 2, 2004. The complaint alleges that the proxy solicitation materials issued by the Company as a prelude to its annual meeting on January 22,2004, were
false and/or misleading in certain respects and also omitted certain material information. As a result thereof, the plaintiff seeks to void the shareholder votes taken at the January 22, 2004 shareholder meeting of the Company and have a new vote
ordered based upon revised proxy material which would be required to be issued by the Company. The only shareholder votes taken at the annual meeting were to re-elect the same board of directors which had been serving the Company and to approve an
Employee Stock Option Plan as previously described in Note 4 on page 8 hereof.

The Company believes strongly that information in its proxy materials was neither false or misleading and that the lawsuit is without merit.

The Company is not aware of any other material legal proceedings which would need to be cited herein.

Item 2.
   CHANGES IN SECURITIES USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITYSECURITIES(a) Not Applicable.(b) Not Applicable.(c) Not Applicable.(d) Not Applicable.Item 3.
   DEFAULTS UPON SENIOR SECURITIES(a) Not Applicable.(b) Not Applicable. The Company has not declared any dividends.Item 4.
   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS(a) January 22, 2004. Meeting was declared as an annual meeting.(b) The following directors were elected:Neil H. EllisDavid B. HardingStuart I. Greenwald(c) Board of Directors was approved by Vote of 2,601,991 in favor, zero (0)against with 2,262 abstaining.An Employee Stock Option Plan was approved by a vote of 1,631,870 in favor,19,346 against with 1,860 abstaining.Item 5.
   OTHER INFORMATIONNot Applicable.


12

---







|ITEM 6.      | EXHIBITS AND REPORTS ON FORM 8-K                                            
|------------ | ----------------------------------------------------------------------------
|             |                                                                             
|a) Exhibits:
|            
|Exhibit 31.1 | Certification of Chief Executive Officer,
pursuant to Rule 13a-14(c)        
|             | under the Securities Exchange Act of 1934                                   
|             |                                                                             
|Exhibit 31.1 | Certification of Chief Financial Officer, pursuant to Rule 13a-14(c)        
|             | under the Securities Exchange Act of 1934                                   
|             |                                                                             
|Exhibit 32.1 | Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350
|             |                                                                             
|             |                                                                             
|Exhibit 32.1 | Certification of Chief Financial, pursuant to 18 U.S.C. Section 1350        



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 HARTFORD CORPORATION/s/ Stuart GreenwaldStuart GreenwaldTreasurer 
Chief Financial Officer 
      (Duly Authorized Officer, 
      Principal Financial and 
      Accounting Officer)


Date: March 16, 2004

13