Exhibit
      10.3

    SECOND
      AMENDMENT TO AMENDED

    AND
      RESTATED LOAN AGREEMENT

    


    This
      is a
      Second Amendment to Amended and Restated Loan Agreement (this "Second
      Amendment") effective as of the 30th day of September, 2007, between VNB New
      York Corp., as assignee of Valley National Bank, Merchants Bank Division
      ("Valley"), a New York corporation having an office at 275 Madison Avenue,
      New
      York, NY 10016, Bank Leumi USA ("Leumi"), having an office at 562 Fifth Avenue,
      New York, New York 10036, Israel Discount Bank of New York ("IDB"), having
      an
      office at 511 Fifth Avenue, New York, New York 10017, Manufacturers and Traders
      Trust Company ("M&T"), having an office at 350 Park Avenue, New York, New
      York 10017 and One Liberty Properties, Inc., a Maryland corporation, having
      its
      principal place of business at 60 Cutter Mill Road, Suite 303, Great Neck,
      New
      York 11021 (the "Borrower"). Capitalized terms not otherwise defined in this
      Second Amendment shall have the meanings ascribed to them in the Loan Agreement
      (as defined below).

    


    WHEREAS,
      Lender and Borrower entered into a certain Amended and Restated Loan Agreement
      made as of the 4th day of June, 2004 (the "Loan Agreement") as amended from
      time
      to time;

    


    WHEREAS,
      Lender and Borrower wish to supplement and amend the Loan Agreement as of the
      date set forth above upon the terms and conditions hereinafter set
      forth.

    


    NOW,
      THEREFORE, it is agreed as follows:

    


    1. Section
      5.03 "Financial Requirements", subsection "Fixed Charge Coverage Ratio" of
      the
      Loan Agreement is amended by deleting the numbers and words "1.35 to 1.00"
      and
      inserting in its place and stead the numbers and words "1.20 to
      1.00".

    


    2. All
      terms
      and conditions of the Loan Agreement, except as modified by this agreement
      are
      hereby affirmed and ratified.

    


    3. Borrower
      hereby represents and warrants that:

    


    
      	 	
              (a)

            	
              Except
                as set forth on the attached schedules, any and all of the
                representations, warranties and schedules contained in the Loan Agreement
                or any of the other Loan Documents are true and correct in all material
                respects on and as of the date hereof as though made on and as of
                such
                date;

            


    

    


    
      	 	
              (b)

            	
              Except
                as otherwise expressly disclosed to Lender in writing by Borrower,
                no
                event has occurred and is continuing which constitutes an Event of
                Default
                under the Loan Agreement or under any of the other Loan Documents
                or which
                upon the giving of notice or the lapse of time or both would constitute
                an
                Event of Default;

            


    

    


    
      	 	
              (c)

            	
              As
                of the date hereof it is legally, validly and enforceably indebted
                to
                Valley under its Revolving Credit Note in the principal amount of
                $0, to M&T under its Revolving Credit Note in the principal amount of
                SO, to Leumi under its Revolving Credit Note in the principal amount
                of
                $0, to IDB under its Revolving Credit Note in the principal amount
                of $0,
                all of which amounts are due without offset; claim, defense, counterclaim
                or right of recoupment;
                and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)
                

            	
              Borrower
                and each Guarantor hereby release and discharge Lender from all claims
                or
                liabilities in any way arising from or in any way connected with
                the Loan
                Agreement or the Loan Documents to the extent arising through the
                date of
                execution hereof.

            


    

    


    4. This
      Second Amendment shall be governed and construed in accordance with the laws
      of
      the State of New York.

    


    5. No
      modification or waiver of or with respect to any provisions of this Second
      Amendment and all other agreements, instruments and documents delivered pursuant
      hereto or thereto, nor consent to any departure by the Lender from any of the
      terms or conditions thereof, shall in any event be effective unless it shall
      be
      in writing and executed in accordance with the provisions of the Loan Agreement,
      and then such waiver or consent shall be effective only in the specific instance
      and for the purpose for which given. No consent to or demand on the Borrower
      or
      any Guarantor in any case shall, of itself, entitle it, him or her to any other
      or further notice or demand in similar or other circumstances.

    


    6. The
      provisions of this Second Amendment are severable, and if any clause or
      provision shall be held invalid or unenforceable in whole or in part in any
      jurisdiction, then such invalidity or unenforceability shall affect only such
      clause or provision, or part thereof; in such jurisdiction and shall not in
      any
      manner affect such clause or provision in any other jurisdiction, or any other
      clause or provision in the Second Amendment in any jurisdiction.

    


    7. This
      Second Amendment may be signed in any number of counterparts with the same
      effect as if the signatures thereto and hereto were upon the same
      instrument.

    


    8. This
      Second Amendment shall be binding upon and inure to the benefit of the Borrower
      and its successors and to the benefit of the Lender and its successors and
      assigns. The rights and obligations of the Borrower under this Second Amendment
      shall not be assigned or delegated without the prior written consent of the
      Lender, and any purported assignment or delegation without such consent shall
      be
      void.

     

    [Signature
      pages to follow.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the parties have set their hands hereto effective on September
      30, 2007.

     

    
      
        	
                VNB
                  NEW YORK CORP.

              	 	
                ONE
                  LIBERTY PROPERTIES, INC.

              
	 	 	 
	 	 	 
	
                By:

              	 	
                By:

              
	
                
                  

                

                Name:
                  Andrew S. Baron

              	 	
                
                  

                

                By:
                  Mark H. Lundy, Senior Vice President

              
	 	 	 
	
                BANK
                  LEUMI USA

              	 	
                OLP
                  CHATTANOOGA, INC.

              
	 	 	 
	 	 	 
	
                By:

              	 	
                By:

              
	
                
                  

                

                Name:
                  Cynthia C. Wilbur

              	 	
                
                  

                

                Mark
                  H. Lundy, Senior Vice President

              
	
                Title:
                  Vice President

              	 	 
	 	 	 
	
                ISRAEL
                  DISCOUNT BANK OF NEW YORK

              	 	
                OLP
                  PALM BEACH, INC.

              
	 	 	 
	 	 	 
	
                By:

              	 	
                By:

              
	
                
                  

                

                Name:
                  Marc Cooper

              	 	
                
                  

                

                Mark
                  H. Lundy, Senior Vice President

              
	
                Title:
                  First Vice President

              	 	 
	 	 	 
	 	 	
                OLP
                  TEXAS, INC.

              
	 	 	 
	 	 	 
	 	 	
                By:

              
	 	 	
                
                  

                

                Mark
                  H. Lundy, Senior Vice President

              
	 	 	 
	
                MANUFACTURERS
                  AND TRADERS

              	 	
                OLP
                  HAMILTON, INC. TRUST COMPANY

              
	 	 	 
	 	 	 
	
                By:

              	 	
                By:

              
	
                
                  

                

                Name:
                  Daniel Parente

              	 	
                
                  

                

                Mark
                  H. Lundy, Senior Vice President

              
	
                Title:
                  Banking Officer

              	 	 
	 	 	 
	 	 	
                OLP
                  CHULA VISTA CORP.

              
	 	 	 
	 	 	 
	 	 	
                By:

              
	 	 	
                
                  

                

                Mark
                  H. Lundy, Senior Vice President

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    SCHEDULE
      1.01

    GUARANTORS

     

    
      
        
          	
                  NAME

                	 	
                  JURISDICTION

                	 	
                  TYPE
                    OF ENTITY

                
	
                  OLP
                    CHATTANOOGA, INC,

                	 	
                  Tennessee

                	 	
                  Corporation

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    PALM BEACH, INC.

                	 	
                  Florida

                	 	
                  Corporation

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    TEXAS, INC.

                	 	
                  Texas

                	 	
                  Corporation

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    HAMILTON, INC.

                	 	
                  New
                    York

                	 	
                  Corporation

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    CHULA VISTA CORP.

                	 	
                  California

                	 	
                  Corporation

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    THEATRES LLC

                	 	
                  Delaware

                	 	
                  Limited
                    Liability Company

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    MOVIES LLC

                	 	
                  Delaware

                	 	
                  Limited
                    Liability Company

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    TUCKER LLC

                	 	
                  Georgia

                	 	
                  Limited
                    Liability Company

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    LAKE WORTH LLC

                	 	
                  Florida

                	 	
                  Limited
                    Liability Company

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP-NNN
                    MANAGER LLC

                	 	
                  Delaware

                	 	
                  Limited
                    Liability Company

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    ATHENS LLC

                	 	
                  Georgia

                	 	
                  Limited
                    Liability Company

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    HANOVER I LLC

                	 	
                  Pennsylvania

                	 	
                  Limited
                    Liability Company

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    HANOVER PA, INC.

                	 	
                  Pennsylvania

                	 	
                  Corporation

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    SOMERVILLE LLC

                	 	
                  Massachusetts

                	 	
                  Limited
                    Liability Company

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    VETERANS HIGHWAY

                	 	
                  New
                    York

                	 	
                  Limited
                    Liability Company

                
	
                  LLC

                	 	 	 	 
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  OLP
                    GURNEE LLC

                	 	
                  Delaware

                	 	
                  Limited
                    Liability Company

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    IOWA, INC.

                	 	
                  Iowa

                	 	
                  Corporation

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    SAGINAW INC.

                	 	
                  Michigan

                	 	
                  Corporation

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    CENTERREACH, LLC

                	 	
                  New
                    York

                	 	
                  Limited
                    Liability Company

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    DIXIE DRIVE HOUSTON,

                	 	
                  Texas

                	 	
                  Corporation

                
	
                  INC.

                	 	 	 	 
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    SOUTH MILWAUKEE

                	 	
                  Delaware

                	 	
                  Limited
                    Liability Company

                
	
                  MANAGER
                    LLC

                	 	 	 	 
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 
	 	 	 	 	 
	
                  OLP
                    SAVANNAH LLC

                	 	
                  Delaware

                	 	
                  Limited
                    Liability Company

                
	
                  60
                    Cutter Mill Road, Suite 303

                	 	 	 	 
	
                  Great
                    Neck, New York 11021

                	 	 	 	 


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      4.01(a)

    Subsidiaries
      

    


    Name

    


    OLP
      BATAVIA, INC.

    OLP
      IOWA,
      INC.

    OLP
      TEXAS, INC.

    OLP
      TSA
      GEORGIA, INC.

    OLP
      DIXIE
      DRIVE HOUSTON, INC.

    OLP
      GREENWOOD VILLAGE, COLORADO, INC.

    OLP
      FT.
      MYERS, INC.

    OLP
      RABRO
      DRIVE CORP. 

    OLP
      CHATTANOOGA, INC. 

    OLP
      COLUMBUS, INC. 

    OLP
      MESQUITE, INC.

    OLP
      SOUTH
      HIGHWAY HOUSTON, INC.

    OLP
      SELDEN, INC.

    OLP
      PALM
      BEACH, INC. 

    OLP
      NEW
      HYDE PARK, INC.

    OLP
      CHAMPAIGN, INC. 

    OLP
      EL
      PASO, INC.

    OLP
      HAMILTON, INC. 

    OLP
      PLANO, INC.

    OLP
      HANOVER PA, INC. 

    OLP
      GRAND
      RAPIDS, INC. 

    OLP
      PLANO
      I, L.P.

    OLP
      EL
      PASO I, L.P.

    OLP
      HANOVER I LLC

    OLP
      PLANO
      LLC

    OLP
      EL
      PASO I LLC

    OLP
      THEATRES LLC

    OLP
      RONKONKOMA LLC 

    OLP
      HAUPPAUGE, LLC 

    OLP
      LAKE
      CHARLES LLC 

    OLP
      MOVIES LLC

    OLP
      TUCKER LLC

    OLP
      LAKE
      WORTH LLC 

    OLP
      SOMMERVILLE LLC 

    OLP
      MARCUS DRIVE LLC 

    OLP
      LOS
      ANGELES, INC. 

    OLP
      NEWARK LLC

    OLP
      GP
      INC.

    OLP
      TEXAS
      I, LP

    OLP
      KNOXVILLE LLC 

    OLP
      SAGINAW INC.

    OLP
      CENTERREACH, LLC

    OLP-NNN
      MANAGER LLC 

    OLP
      ATHENS LLC

    OLP
      TEXAS
      LLC

    OLP
      VETERANS HIGHWAY LLC

    OLP
      GURNEE LCC

    OLP
      GREENSBORO LLC 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    OLP
      ONALASKA LLC 

    OLP
      ST.
      CLOUD LLC 

    OLP
      CCANTIOCH LLC 

    OLP
      CCFERGUSON LLC 

    OLP
      CCST.
      LOUIS LLC 

    OLP
      CCFLORENCE LLC

    OLP
      CCFAIRVIEW HEIGHTS LLC

    OLP
      TOMLINSON LLC 

    OLP
      PARSPPANY LLC 

    OLP
      HAVERTPORTFOLIO 

    OLP
      HAVERTY'S LLX

    OLP
      HAVERTPORTFOLIO GP LLC

    OLP
      MAINE
      LLC

    OLP
      LA-MS
      LLC

    OLP
      BALTIMORE LLC 

    OLP
      IOWA,
      INC.

    OLP
      CHULA
      VISTA CORP.

    OLP
      SOUTH
      MILWAUKEE MANAGER LLC 

    OLP
      SAVANNAH LLC