PROXY STATEMENT
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
505 Main Street, P.O. Box 667
Hackensack, New Jersey 07602

-----------------------------------
NOTICE OF ANNUAL MEETING OF HOLDERS
OF SHARES OF BENEFICIAL INTEREST
APRIL 10, 2002
-----------------------------------

TO THE HOLDERS OF SHARES OF BENEFICIAL INTEREST OF
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

The Annual Meeting of the holders of shares of beneficial interest (the
"Shareholders") of First Real Estate Investment Trust of New Jersey (the
"Trust") will be held on Wednesday, April 10, 2002, at the Trust's executive
offices, 505 Main Street, Hackensack, New Jersey at 7:30 p.m., Eastern Daylight
Savings Time, for the following purposes:

1. To elect one (1) Trustee, for a term of three years or until his
successor has been elected and qualified; and

2. To transact such other business as may properly come before the
meeting or any adjournment thereof. The Shareholders of record at the
close of business on February 21, 2002 are entitled to notice of and
to vote at the meeting.

/s/ Chirstopher W. McGarry
--------------------------
CHRISTOPHER W. McGARRY
Executive Secretary

Hackensack, New Jersey
February 28, 2002

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. TO ENSURE YOUR REPRESENTATION
AT THE MEETING, HOWEVER, YOU ARE URGED TO SIGN AND DATE THE ACCOMPANYING PROXY
AND MAIL IT AT ONCE IN THE ENCLOSED ENVELOPE. PROMPT RESPONSE IS HELPFUL AND
YOUR COOPERATION WILL BE APPRECIATED.

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

---------------
PROXY STATEMENT
---------------

General Information

This Proxy Statement is furnished to the holders (the "Shareholders") of
shares of beneficial interest without par value (the "Shares") of First Real
Estate Investment Trust of New Jersey (the "Trust") in connection with the
solicitation of proxies for use at the annual meeting of the Shareholders to be
held on April 10, 2002, and any adjournment thereof (the "Annual Meeting"),
pursuant to the accompanying Notice of Annual Meeting of Holders of Shares of
Beneficial Interest. Beneficial interests in the Trust are represented by the
Shares, and the Shares are the only authorized, issued and outstanding class of
equity of the Trust. A form of proxy for use at the Annual Meeting is also
enclosed. The Trust anticipates mailing this Proxy Statement to its Shareholders
beginning on February 28, 2002. The executive offices of the Trust are located
at 505 Main Street, Hackensack, New Jersey 07601.

Shareholders may revoke the authority granted by their execution of proxies
at any time before the effective exercise of proxies by filing written notice of
such revocation with the Secretary of the Annual Meeting. Presence at the Annual
Meeting does not of itself revoke the proxy. All Shares represented by executed
and unrevoked proxies will be voted in accordance with the instructions therein.
Proxies submitted without indication will be voted FOR the nominees for Trustee
named in this Proxy Statement. The Board of Trustees of the Trust (the "Board of
Trustees") is not aware, at the date hereof, of any matters to be presented at
the Annual Meeting other than the matters described above but if any other
matter incident to the Annual Meeting is properly presented, the persons named
in the proxy will vote thereon according to their best judgment.

The cost of preparing, assembling and mailing the proxy material is to be
borne by the Trust. Proxies for use at the Annual Meeting are being solicited by
the Board of Trustees. It is not anticipated that any compensation will be paid
for soliciting proxies and the Trust does not intend to employ specially engaged
personnel in the solicitation of proxies. It is contemplated that proxies will
be solicited principally through the mail. Members of the Board of Trustees and
executive officers of the Trust ("Executive Officers") may also, without
additional compensation, solicit proxies, personally or by mail, telephone,
telegraph, facsimile transmission or special letter.

Voting Securities

The only voting securities entitled to vote at the Annual Meeting are the
Shares. Each Share entitles its owner to one vote on an equal basis. The number
of outstanding Shares on February 21, 2002 was 3,119,576. Only Shareholders of
record on the books of the Trust at the close of business on that date will be
entitled to notice of and to vote at the Annual Meeting. The holders of a
majority of the outstanding Shares, present in person or represented by proxy,
will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes
will be counted for purposes of determining whether a quorum is present at the
Annual Meeting.

Trustees are elected by a plurality of the votes cast at the Annual Meeting
by the holders of Shares present in person or represented by proxy and entitled
to vote. The proxy card provides space for a Shareholder to withhold votes for
the nominee to the Board of Trustees.

All votes will be tabulated by the inspector of election appointed for the
Annual Meeting who will separately tabulate affirmative votes, negative votes,
authority withheld for the nominee for Trustee, abstentions and broker
non-votes. Any proxy submitted and containing an abstention or a broker non-vote
will not be counted as a vote cast on any matter to which it relates.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information, as of January 3, 2002, with
respect to beneficial ownership, as defined in Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial interests
in the Trust, as represented by the Shares, for each Trustee, nominee for
Trustee, Executive Officer, and a former Executive Officer of the Trust. The
only persons who beneficially own five percent (5%), or more, of the Shares are
two (2) Trustees named in the table below.

Amount and Nature of Beneficial Ownership (Columns A, B & C)
------------------------------------------------------------

(A) (B) (C)
Shares Currently Options Total Percent
Name of Beneficial Owner Owned (1) Exercisable (2) (A & B) of Class
- ------------------------ --------- --------------- ------- --------

Robert S. Hekemian (3) 164,772 (4) 56,000 220,772 6.3%
7.1%
Donald W. Barney (3) 91,426 (5) 56,000 147,426 4.2%
Herbert C. Klein, Esq. (6) 94,835 (7) 56,000 150,835 4.3%
Ronald J. Artinian (6) 197,858 (9) 36,000 233,858 7.4%
Alan L. Aufzien (6) 3,000 13,000 16,000 (8)
Dr. John B. Voskian(13) 32,896 (12) 32,000 64,896 1.9%
Christopher W. McGarry (11) -- -- -- --
William R. DeLorenzo, Jr. (10) 7,726 26,000 33,726 (8)
------- ------- ------- ----

All Trustees, Nominees for Trustee and
Executive Officers as a group (7 persons) 584,787 249,000 833,787 23.8%
======= ======= ======= ====

- ------------------

(1) Except as otherwise indicated, all of the Shares are held beneficially and
of record.

(2) Shares subject to currently exercisable Options granted under the Equity
Incentive Plan.

(3) A Trustee and Executive Officer of the Trust.
(4) Includes 37,196 Shares held by Mr. Hekemian's wife, with respect to which
Mr. Hekemian disclaims beneficial ownership. Also includes (i) 36,736
Shares held by the Hekemian & Co., Inc. Pension Plan of which Mr. Hekemian
is a trustee and a participant, (ii) an aggregate of 52,682 Shares which
are held by certain partnerships in which Mr. Hekemian is a partner, (iii)
2,098 Shares held in certain trusts for which Mr. Hekemian is a trustee and
one trust in which Mr. Hekemian is a beneficiary, and (iv) 20,870 shares
held by the Robert S. Hekemian Family Foundation of which Mr. Hekemian is
the President, with respect to which Mr. Hekemian disclaims beneficial
ownership thereof except to the extent of his pecuniary interest in the
pension plan, partnerships and trusts.
(5) Includes 23,464 Shares held by Mr. Barney's wife, with respect to which Mr.
Barney disclaims beneficial ownership.
(6) A Trustee of the Trust.
(7) Includes 13,876 Shares held by Mr. Klein's wife and 40,500 Shares held in a
trust for the benefit of Mr. Klein's son of which Mr. Klein's wife is
trustee, with respect to which Mr. Klein disclaims beneficial ownership.
(8) Shares beneficially owned do not exceed one percent (1%) of the Trust's
issued and outstanding Shares.
(9) Includes 47,524 Shares which are in a family trust with respect to which
Mr. Artinian disclaims beneficial ownership except to the extent of his
pecuniary interest in such trust. Also includes 1,800 Shares which are held
by Mr. Artinian as custodian for the benefit of his son, with respect to
which Mr. Artinian disclaims beneficial ownership.
(10) Mr. DeLorenzo, Jr. resigned as Executive Secretary and Treasurer of the
Trust effective January 10, 2002 as a result of his appointment as a Judge
of the Superior Court.
(11) Mr. McGarry was appointed Executive Secretary and Treasurer of the Trust on
January 10, 2002.
(12) Includes 17,388 Shares held by Mr. Voskian's wife, with respect to which
Mr. Voskian disclaims beneficial ownership.
(13) Dr. John B. Voskian will retire from the Board effective April 10, 2002.

ELECTION OF TRUSTEE

The Trust is governed by the Board of Trustees. The Declaration of Trust
provides that the Board of Trustees will consist of not fewer than five (5) nor
more than nine (9) Trustees.

During Fiscal year 2001 the Board of Trustees consisted of six (6) members
including Dr. John B. Voskian who will retire from the Board of Trustees
effective on April 10, 2002; thereafter the Board will consist of five (5)
members.

The term of one (1) Trustee shall expire at the Annual Meeting. Each
Trustee is elected for a term of three (3) years.

Nominee

The Board of Trustees has nominated Robert S. Hekemian, Sr. consistent with
the recommendation of the Nominating Committee, for election at the Annual
Meeting to a three (3) year term as a Trustee to commence at the Annual Meeting.

Robert S. Hekemian, Sr. is currently a member of the Board of Trustees. Mr.
Hekemian's term of office expires as of the date of the Annual Meeting. Please
see the section of this Proxy Statement captioned "Board of Trustees" for a
description of the business experience of and other relevant information with
respect to Mr. Hekemian.

It is the intention of the persons named in the accompanying proxy to vote,
unless otherwise instructed, in favor of the election of Mr. Hekemian as a
Trustee. Should Mr. Hekemian be unable to serve, the proxies will be voted for
the election of such other person as shall be determined by the persons named in
the proxy in accordance with their judgment. Management of the Trust is not
aware of any reason why Mr. Hekemian if elected, would be unable to serve as a
Trustee.

The Board of Trustees recommends a vote "FOR" Robert S. Hekemian, Sr. as
the nominee for Trustee.

Board of Trustees

The members of the Board of Trustees of the Trust are:

Name Age Year First Elected to the Board of Trustees
- ---- --- -------------------------------------------
Robert S. Hekemian 70 1980
Donald W. Barney 61 1981
Herbert C. Klein, Esq. 71 1961
Ronald J. Artinian 53 1992
Alan L. Aufzien 72 1992

Robert S. Hekemian has been active in the real estate industry for more
than forty-eight (48) years. Mr. Hekemian has served as Chairman of the Board of
the Trust since 1991, and as a Trustee since 1980. As Chairman of the Trust, Mr.
Hekemian acts as the Trust's chief executive officer and provides the general,
day to day, management of the Trust. His current term as a member of the Board
of Trustees is scheduled to expire in April 2002. Mr. Hekemian has been
nominated for election to another three (3) year term as Trustee. From 1981 to
1991, Mr. Hekemian was President of the Trust. Mr. Hekemian devotes
approximately twenty-five percent (25%) of his time to execute his duties as an
Executive Officer of the Trust. Since 1983, Mr. Hekemian has also been the Chief
Executive Officer and Chairman of the Board of Hekemian & Co., Inc., a real
estate brokerage and management company which manages the Trust's properties
("Hekemian & Co."). See the section captioned "Certain Relationships and Related
Party Transactions" in this Proxy Statement. He is also a director, a partner
and an officer in numerous private real estate corporations and partnerships.

Donald W. Barney has served as President of the Trust since 1993, and as a
Trustee since 1981. Mr. Barney does not perform any management function as
President; instead, Mr Robert S. Hekemian performs all such functions as the
Trust's Chairman. His current term as a member of the Board of Trustees is
scheduled to expire in April 2004. Mr. Barney devotes approximately fifteen
percent (15%) of his time to discharge his duties as a Trustee and as the
Chairman of the Audit Committee of the Trust. Mr. Barney was associated with
Union Camp Corporation, a diversified manufacturer of paper, packaging products,
chemicals and wood products, from 1969 through December 31, 1998 in various
positions, including Vice President and Treasurer. Mr. Barney is also partner
and director in several other private real estate investment companies.

Herbert C. Klein, Esq., except for the time that he served as a United
States Congressman as outlined below, has served as a Trustee since 1961. His
current term as a member of the Board of Trustees expires in April 2003. From
1991 through the end of 1992, Mr. Klein served as President of the Trust. Mr.
Klein has been an attorney since 1956 with a practice devoted to real estate,
corporate matters and government relations. From March 1995 to January 1999, Mr.
Klein was a director of the law firm of Hannoch Weisman located in Roseland, New
Jersey. In January 1999, Mr. Klein became a partner in the law firm of Nowell
Amoroso Klein Bierman P.A., with offices located in Hackensack, New Jersey and
New York City. See section captioned "Certain Relationships and Related Party
Transactions" in this Proxy Statement. From January 1993 to January 1995, Mr.
Klein was a member of the United States Congress, House of Representatives, for
the 8th Congressional District of New Jersey. Mr. Klein is also a former member
of the New Jersey Assembly.

Ronald J. Artinian has served as a Trustee since 1992. His current term as
a member of the Board of Trustees is scheduled to expire in April 2004. From
1989 to 1998, Mr. Artinian was an investment banker with Smith Barney, Inc.,
including positions as a Managing Director and National Sales Manager. Smith
Barney is now Salomon Smith Barney Holdings, Inc., a subsidiary of Citigroup
Inc. Mr. Artinian retired from Smith Barney in January 1998 in order to pursue
other business interests as a private investor. Mr. Artinian is a director of
Laser Mortgage Management, Inc.

Alan L. Aufzien has served as a Trustee since 1992. His current term as a
member of the Board of Trustees is scheduled to expire in April 2004. Since
1986, Mr. Aufzien has been Chairman and Managing Partner of the Norall
Organization, an investment company. From 1980 to 1998, Mr. Aufzien was a
partner in the Meadowlands Basketball Association, t/a New Jersey Nets (Member
of the National Basketball Association), and was its Chairman and Chief
Executive Officer, and then its Secretary and Treasurer, as well as a member of
its Board of Directors. Since 1986, Mr. Aufzien has also been the Chairman and
Chief Executive Officer of New York Harbour Associates, a real estate developer.
Mr. Aufzien is a director of Rent A Wreck of America, Inc.

Meetings of the Board of Trustees; Committees

During the fiscal year ended October 31, 2001, the Board of Trustees held
seven ( 7 ) meetings. The Board of Trustees has three (3) standing committees:
the Executive Committee, Audit Committee and Nominating Committee. During fiscal
2001, each incumbent member of the Board of Trustees attended more than 75% of
the aggregate number of (i) meetings of the Board of Trustees and (ii) meetings
of the committees of the Board of Trustees on which he served. The Executive
Secretary of the Trust, Christopher W. McGarry, attends meetings of the Board of
Trustees and each of its committees in a nonvoting capacity.

(a) Executive Committee

The current members of the Executive Committee of the Board of Trustees
(the "Executive Committee") are Robert S. Hekemian, Donald W. Barney, Ronald J.
Artinian, Herbert C. Klein and Alan J. Aufzien. Mr. Hekemian is the Chairman of
the Executive Committee. The Executive Committee is authorized to make policy
and certain business decisions during any interval between meetings of the Board
of Trustees. All decisions of the Executive Committee are reported to the Board
of Trustees on a regular basis. During fiscal 2001, the Executive Committee met
nine ( 9 ) times.

(b) Audit Committee

The current members of the Audit Committee of the Board of Trustees (the
"Audit Committee") are Donald W. Barney, Alan L. Aufzien, Ronald J. Artinian and
Herbert C. Klein. Mr. Barney is the Chairman of the Audit Committee. The Audit
Committee held four ( 4 ) meetings during fiscal 2001. The Audit Committee
selects and recommends to the Board of Trustees the independent certified public
accountants to audit the books and accounts of the Trust. In addition, the Audit
Committee reviews and approves the scope and cost of all services (including
non-audit services) provided by the accounting firm selected to conduct the
audit. The Audit Committee also monitors the effectiveness of the audit effort
and financial reporting and inquires into the adequacy of the Trust's financial
and operating controls.

The current members of the Nominating Committee of the Board of Trustees
are Donald W. Barney, Ronald J. Artinian and Alan L. Aufzien. The Nominating
Committee meets at least once each year to recommend to the Board the Trustees
persons to be nominated for election as Trustees at the Annual Meeting.

Executive Compensation

The following table sets forth information concerning the compensation of
all of the Executive Officers of the Trust for services in all capacities to the
Trust for the fiscal years ended October 31, 2001, 2000 and 1999. Except for the
Chairman of the Board who devotes approximately twenty-five percent (25%) and
Donald W. Barney who devotes approximately fifteen (15%) of his business
activities to the Trust, no other Executive Officer devotes more than ten
percent (10%) of his business activities to the Trust. No Executive Officer of
the Trust was compensated by the Trust in fiscal 2001, or in any previous fiscal
year, in an amount in excess of $100,000. With respect to all compensation, the
term "paid" shall mean actually paid or deferred.

SUMMARY COMPENSATION TABLE
Annual Long-Term
Compensation Compensation All Other
Fiscal ------------ ------------ ---------
Year Retainer Fee ($)(1) Securities Compensation ($)(2)
Name and Principal Position 10/31 Paid Deferred Underlying Options (#) Paid Deferred
- --------------------------- ----- ---- -------- ----------------------- ---- --------

Robert S. Hekemian
Chairman of the Board 2001 $ 10,000 -- $ 17,384
2000 $ 7,000 -- $ 11,200
1999 7,000 -- 8,900
Donald W. Barney
President 2001 10,000 -- 21,639
2000 7,000 -- 13,800
1999 7,000 -- 19,100
John B. Voskian, M.D.
Secretary 2001 -- -- 9,100
2000 -- -- 10,600
1999 -- -- 10,900
William R. DeLorenzo, Jr., Esq. (4)
Executive Secretary and Treasurer 2001 18,500 -- 11,400
2000 14,000 -- 10,500
1999 10,500 -- 7,000

- --------------------

(1) Retainer fee represents payment to the Executive Officers for their
services as an Executive Officer of the Trust. The amounts deferred have
been at the election of the Executive Officer pursuant to the terms of the
Deferred Compensation Plan.

(2) With respect to Messrs. Hekemian, Barney and Voskian such amounts represent
annual retainer fees, if any, Board of Trustee Meeting Fees, and other fees
paid to each of them as consideration for their service on the Board of
Trustees and, if applicable, its Committees. With respect to Mr. DeLorenzo,
such amounts represent fees paid to him for his attendance, as a nonvoting
member, at the meetings of the Board of Trustees and its Committees. See
section of this Proxy Statement captioned "Trustees' Compensation."

(3) Includes accrued interest on total Deferred Compensation. See section of
this Proxy Statement captioned "Deferred Compensation Plan".

(4) Mr. DeLorenzo, Jr. resigned from the Executive Secretary and Treasurer
positions effective January 10, 2002 as a result of becoming a Judge of the
Superior Court. Mr. Christopher W. McGarry, Esq. replaces Mr. DeLorenzo,
Jr. as Executive Secretary and Treasurer to the Trust

In fiscal 2001, an annual retainer of $10,000 was paid to Messrs. Hekemian,
Barney and DeLorenzo for their services as Executive Officers of the Trust. Mr.
DeLorenzo also received a $8,500 retainer for his services rendered to the Board
of Trustees and its Committees. The Trust has not made available or paid any
other compensation or benefits to its Executive Officers, whether it be in the
form of bonus, long-term incentive compensation, perquisites, rights, warrants,
convertible securities, performance units, performance shares or other similar
instruments. There are no employment contracts between the Trust and any of the
Executive Officers, nor is there any compensatory plan or arrangement between
the Trust and any of the Executive Officers pursuant to which an Executive
Officer would receive payments as the result of his resignation, retirement or
any other terminating event, or as a result of a change in control of the Trust.
The Trust does not maintain any employee benefit plans.

Fiscal Year-End Option Values

The following table shows certain information, as of October 31, 2001,
regarding the fiscal year-end values of the options held by each of the
Executive Officers of the Trust. No options were exercised during fiscal year
2001.

Fiscal Year-End Option Values
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Options at Fiscal Year-End (#) at Fiscal Year-End ($)(2)
------------------------------ -------------------------
Name Exercisable (1) Unexercisable Exercisable Unexercisable
- ---- --------------- ------------- ----------- -------------

Robert S. Hekemian 56,000 -- $112,000 --
Donald W. Barney 56,000 -- $112,000 --
John B. Voskian, M.D. 32,000 -- $ 64,000 --
William R. DeLorenzo, Jr., Esq. (3) 26,000 -- $ 52,000 --

All of the options as set forth in this table are currently exercisable.

- --------------------

(1) On October 18, 2001 a two-for-one share split in the form of a share
dividend was paid. Accordingly, as provided in the Trust's Equity Incentive
plan, the number of unexercised options doubled, and the exercise price was
reduced in half.

(2) The value of unexercised in-the-money options represents the difference
between an option's exercise price and the fair market value of the Shares
on October 31, 2001 ($17 per Share). The actual value, if any, an Executive
Officer may realize upon the exercise of an option will depend upon the
excess of the fair market value of the Shares over the exercise price on
the date the option is exercised.

(3) Mr. DeLorenzo, Jr. resigned as Executive Secretary and Treasurer of the
Trust effective January 10, 2002 upon his becoming a Judge of the Superior
Court. Mr. Christopher W. McGarry, Esq. replaces Mr. DeLorenzo, Jr. as
Executive Secretary and Treasurer of the Trust.

Trustees' Compensation

In fiscal 2001, each Trustee received an annual retainer fee in the amount
of $8,500 and a fee of $600 for each meeting of the Board of Trustees and its
Committees attended. Mr. DeLorenzo, the Executive Secretary, receives the same
meeting fee for each such meeting he attends. The Chairmen of the Executive
Committee and the Audit Committee receive a $700 meeting fee for each meeting
attended. In addition, the Trust pays a fee in the amount of $700 to any Trustee
and the Executive Secretary for visiting a site to inspect a property being
reviewed by the Trust, and will also reimburse all actual and reasonable
out-of-pocket expenses incurred in connection with each such site visit. In the
fiscal year ended October 31, 2001, the Trust paid or deferred total fees of
$156,295 to the Trustees and Mr. DeLorenzo as consideration for their service
with respect to the Board of Trustees and its Committees.

Fiscal 2002 Compensation: Trustees and Officers

The Board of Trustees has voted to compensate its Trustees and Executive
Officers at the same fees as fiscal year 2001.

Deferred Compensation Plan

Effective November 1, 2000 the Board of Trustees adopted a deferred
compensation plan (the "Plan") for its Executive Officers and its Trustees.

Pursuant to the Plan, any Executive Officer or Trustee may elect to defer
receipt of any fees which would be due as described hereinabove. The Trust has
agreed to pay any such Executive Officer or Trustee, who elects to participate
in the Plan, interest on any deferred compensation at the rate of Nine Percent
(9.0%) per annum, compounded quarterly. Any such deferred compensation is to be
paid to an Executive Officer or Trustee, who elects to participate in the Plan,
at the later of: (i) the retirement age specified in the deferral election; (ii)
actual retirement; or (iii) upon cessation of his or her duties as an Executive
Officer or Trustee. The Plan provides that any such deferral compensation will
be paid in a lump sum or in annual installments over a period not to exceed ten
(10) years, at the election of the Executive Officer or Trustee. The Trust will
not create a cash sinking fund for such deferred compensation. As a result, any
Executive Officer or Trustee who elects to participate in the Plan is an
unsecured creditor of the Trust with respect to any such deferred compensation.

Compensation Report

The full Board of Trustees determines the amounts of the annual retainer
and meeting fees paid to the Executive Officers and Trustees. As set forth in
the "Summary Compensation Table" included in this Proxy Statement, the Executive
Officers receive only a nominal retainer fee as annual compensation for their
services as Executive Officers of the Trust. The Board of Trustees believes that

the amounts of the retainer fees paid to the Executive Officers are reasonable,
based on the amount of the time devoted by each of them in executing their
duties as Executive Officers and since the operation of the Trust's business has
been managed principally by Hekemian & Co., which received fees and commissions
in consideration for its services. See the section of this Proxy Statement
captioned "Certain Relationships and Related Party Transactions."

Board of Trustees:

Robert S. Hekemian Alan L. Aufzien
Donald W. Barney Ronald J. Artinian
Herbert C. Klein, Esq. John B. Voskian, M.D.

Performance Graph

The graph below compares the cumulative total return on the Shares for the
period covering the five fiscal years ended October 31, 2001 with the
performance of the Russell 20007 Index and the NAREIT Equity REIT Index. The
graph assumes that $100 was invested on October 31, 1996 in the Trust's Shares,
the Russell 2000 Index, and the NAREIT Equity REIT Index, and that all dividends
were reinvested.

[GRAPHIC - PLOTTED POINTS LISTED BELOW]

Certain Relationships and Related Party Transactions

Mr. Hekemian and his sons, Robert S. Hekemian, Jr., Bryan S. Hekemian and
David B. Hekemian are the sole shareholders of Hekemian and Co. Robert Hekemian,
Sr. holds an 12.7% interest in Hekemian & Co.; the balance of the interest in
Hekemian & Co. is held by Robert Hekemian, Jr, Bryan S. Hekemian and David B.
Hekemian. Hekemian & Co. continues to serve as the Trust's managing agent.

Pursuant to the terms of the Management Agreement, dated December 20, 1961,
between Hekemian & Co. and the Trust, as amended (the "Management Agreement"),
Hekemian & Co. serves as the managing agent for the Trust's properties. Robert
S. Hekemian, Chairman of the Board of Trustees of the Trust, is currently the
Chairman of the Board of Hekemian & Co. The following family members of Robert
S. Hekemian are also officers of Hekemian & Co. and serve in the positions set
forth opposite their names.

Robert S. Hekemian, Jr. (son)-- Executive Vice

President Bryan S. Hekemian (son)-- Vice President and Secretary David B.

Hekemian (son)-- Vice President and Treasurer

Serge Krikorian (brother-in-law)--Vice President-Insurance Department

Pursuant to the terms of the Management Agreement, the Trust pays Hekemian
& Co. fees based on a percentage of rents collected as compensation for its
management services. The Trust also reimburses Hekemian & Co. for the salaries,
payroll taxes, insurance costs and certain other costs of personnel employed at
the Trust's properties by Hekemian & Co. on behalf of the Trust. From time to
time, the Trust engages Hekemian & Co. to provide certain additional services,
such as consulting services related to development and financing activities of
the Trust. Separate fee arrangements are negotiated between Hekemian & Co. and
the Trust with respect to such services.

During the fiscal year ended October 31, 2001, the management fees paid by
the Trust to Hekemian & Co. were approximately $776,200, plus an office overhead
fee of approximately $76,808. In addition, the Trust paid Hekemian & Co.
approximately $22,000 in leasing fees and $375,000 in acquisition fees in
connection with the acquisition of the Olney Town Center (see below) during
fiscal year 2001. The current Management Agreement expires on December 20, 2002.
By its terms, the Agreement would have been automatically renewed unless either
party had given notice of its termination by December 20, 2001. However, the
Agreement has not yet been automatically renewed, as the deadline by which such
notice of termination must be delivered has been extended to March 20, 2002 to
accommodate the parties' efforts to negotiate a new Management Agreement.

FREIT anticipates it will become the Managing Member and hold a 40%
interest in a joint venture to be formed (to the satisfaction of the parties)
for the acquisition of a 320,000 sq. ft. neighborhood shopping center in
Northern New Jersey. Total acquisition costs will approximate $33 million. FREIT
and its joint venture partner in this transaction, an LLC that will consist
primarily of employees of Hekemian & Co., Inc., are currently engaged in a
due-diligence review and are reviewing acquisition financing alternatives.
FREIT's joint venture partner in this transaction has advanced the sum of
$500,000 towards the acquisition of the property, and has expended $120,000 in
due diligence -related expenses. If the due-diligence proves satisfactory, the
purchase will close sometime during the first half of the year 2002. It is
estimated that Hekemian & Co. would receive an acquisition fee of $800,000 from
the joint venture entity upon the closing of the transaction, and an annual
property management fee beginning at $167,000 for the first year of the joint
venture's ownership of the property.

Robert S. Hekemian served on the Board of Directors of Summit Bank until it
was acquired by Fleet Bank, N.A. In connection with the Trust's $10.9 million
purchase of the Patchogue, New York retail property in December 1997, the Trust
obtained a $7.5 million mortgage loan from Summit Bank to finance a portion of
the purchase price. The mortgage loan is payable in monthly installments of
$54,816 including interest at an annual rate of 7.375% through January 2005 at
which time the outstanding balance is due. The mortgage loan is secured by the
Patchogue, New York retail property. In connection with the purchase of the
Olney, Maryland Shopping Center, Summit Bank provided a mortgage loan in the
amount of $10,920,000. The mortgage note bears interest at LIBOR plus 175 basis
points payable monthly. The note is due in March 2002, and can be extended for
an additional year. In addition, the Trust pays Summit Bank fees which are
customary for these types of loans.

The law firm of Nowell Amoroso Klein Bierman, P.A. was retained by the
Trust during fiscal 2001 to furnish legal services and received $48,800 in fees
from the Trust for its services. Mr. Klein and Mr. McGarry are partners in the
law firm, and Mr. DeLorenzo was a partner in the law firm prior to his becoming
a Judge in the Superior Court of New Jersey. The Trust owns a forty percent
(40%) membership interest in Westwood Hills, LLC ("Westwood Hills") which is the
owner of a 210 unit residential apartment complex in Westwood, New Jersey. In
addition, certain Trustees (Robert S. Hekemian, Donald W. Barney, Herbert C.
Klein, Esq. and Ronald J. Artinian) and members of the immediate families of
certain Trustees (Robert S. Hekemian, John B. Voskian, M.D. and Herbert C.
Klein, Esq.) beneficially own thirty-eight percent (38%) of the membership
interests in Westwood Hills. Pursuant to the terms of an operating agreement,
the Trust is the managing member of Westwood Hills. Hekemian & Co. currently
serves as the managing agent for Westwood Hills. During fiscal 2001, Westwood
Hills paid approximately $151,200 in management fees to Hekemian & Co.

On March 29, 2000, the Trust acquired the Olney Town Center ("Olney"), in
Olney, Maryland. Olney is a 98,800 sq. ft. neighborhood shopping center with
expansion potential (subject to governmental approvals) to 131,00 sq. ft. The
shopping center is situated on approximately 13 acres of land. Approximately 11
acres are subject to a ground lease expiring in 2078, and approximately 2 acres
are owned in Fee simple.

The center was acquired by purchasing 100% ownership interest of S and A
Commercial Associates Limited Partnership ("S and A"). S and A's only asset at
the closing date was the shopping center. The purchase price of the ownership
interest of S and A was approximately $15,648,000.

The Trust sold a 25% interest in S and A to Robert Hekemian, Jr., Bryan
Hekemian, and David Hekemian, each of whom is a son of Robert S. Hekemian and an
officer and employee of Hekemian & Co., Alan Tubin, an officer and employee of
Hekemian & Co., and Christopher Bell, (collectively the "Hekemian Group") on the
same basis and cost to the Trust effective March 29, 2000. The Hekemian Group
reimbursed the Trust 25% of its cost basis for Olney together with interest, at
the varying 90-day LIBOR plus 175 basis points, calculated from March 29, 2000
through June 24, 2001, the effective date payment was made. The Hekemian Group
reimbursed the Trust the sum of $1,016, 489 plus paid interest to the Trust in
the amount of $96,938.

OTHER MATTERS

The Board of Trustees does not know of any other business which will be
presented for consideration at the Annual Meeting. Except as the Board of
Trustees may otherwise permit, only the business set forth and discussed in the
Notice of Meeting and this Proxy Statement may be acted on at the Annual
Meeting. If any other business incident to the Annual Meeting is properly
presented at the Annual Meeting, or any adjournment thereof, the proxy holders
will vote in regard thereto according to their discretion insofar as such
proxies are not limited to the contrary.

RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS

Selection of the independent public accountants for the Trust is made by
the Board of Trustees and is based upon the recommendation of the Audit
Committee. J.H. Cohn has been selected as the Trust's independent public
accountants for the current fiscal year. J.H. Cohn has audited the books,
records and accounts of the Trust since 1991 and has provided both audit and
nonaudit services to the Trust. Audit services include: (i) work related to the
annual audit, quarterly reviews, SEC filings, and consultation on accounting and
financial reporting matters, and (ii) the preparation of federal and state tax
returns. Nonaudit services include income tax consultation and sundry
consultation projects. All audit and nonaudit services provided by J.H. Cohn are
approved by the Audit Committee which gives due consideration to the potential
impact of nonaudit services on auditor independence. In accord with Independent
Standard Board Standards No. 1 (Independence Discussion with Audit Committees)
the Trust received a letter and verbal communication from J.H. Cohn that it
knows of no state of facts which would impair its status as the Trust's
independent accountants. The Audit Committee has considered whether the
non-audit services provided by J.H. Cohn was compatible with maintaining its
independence and has determined that the nature and substance of the limited
non-audit services did not impair J.H. Cohn's status as the Trust's Independent
Auditors.

Audit Fees

The Trust was billed a total of $37,265 by J.H. Cohn during fiscal year
2001 for professional services rendered in connection with the audit of the
Trust's annual financial statements, review of the Trust's Forms 10-K and 10-Q's
and attendance at the Audit Committee's meetings.

Financial Information Systems Design and Implementation Fees

The Trust was not billed for any professional services by J.H. Cohn during
fiscal year 2001 in connection with the design, implementation or maintenance of
the Trust's information systems, local area network and the like.

Presence at Annual Meeting

Representatives of J.H. Cohn will be present at the Annual Meeting and will
have an opportunity to make a statement if the representatives desire to do so
and will be available to respond to appropriate questions.

Audit Committee Report

The following Report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Trust filing under the Securities Act of 1933 or the Exchange Act, except
to the extent the Trust specifically incorporates this Report by reference
therein.

The Audit Committee meets each quarter during the fiscal year with the
Trust's independent auditors and members of Hekemian & Co. and focuses on the
following areas:

a. the adequacy of the Trust's internal controls and financial reporting
process and the reliability of its financial statements.

b. the independence and performance of the Trust's independent auditors and
the cooperation received by the independent auditors from Hekemian & Co.

c. the Trust's compliance with all legal and regulatory requirements with
particular emphasis upon all disclosures made by the Trust in its quarterly
and annual reports to the Securities and Exchange Commission ("SEC").

The Audit Committee meets separately with Hekemian & Co. and the Trust's
independent auditors. The independent auditors have unrestricted access to the
Audit Committee; they make a quarterly report directly to the Audit Committee
out of the presence of Hekemian & Co. concerning all of their functions as the
Trust's independent auditors.

The following Trustees are the members of the Audit Committee: Donald W.
Barney, Chairman; Ronald J. Artinian; Alan L. Aufzien and Herbert C. Klein.
Messrs. Artinian, Aufzien and Klein meet the definition of an "Independent
Director" for purposes of the National Association of Securities Dealers, Inc.
Mr. Barney, on the other hand, serves as the President of the Trust and,
therefore, does not technically meet this definition.

Mr. Barney does not, however, perform the normal duties of the President of
a corporation in that he does not act as the general manager or chief executive
of the Trust. Those functions are performed by Robert S. Hekemian, as Chairman.
(See, "Board of Trustees"). Mr. Barney's only management function with respect
to the Trust is confined to his role as a Trustee and as Chairman of the Audit
Committee. The Board of Trustees does not believe that Mr. Barney has a
relationship with the Trust that would interfere with the exercise of
independent judgment in carrying out his responsibilities as a Trustee and as
Chairman of the Audit Committee. The Board of Trustees has adopted a written
charter setting out the audit related functions. Hekemian & Co. has primary
responsibility for the Trust's financial statements and the preparation of all
financial statements and the maintenance of the Trust's internal controls.

The independent auditors audit the annual financial statements prepared by
Hekemian & Co., express an opinion as to whether those financial statements
fairly present the financial position, results of operations and cash flows of
the Trust in conformity with generally accepted accounting principles and
discuss with the Audit Committee any issues they believe should be raised. This
year, the Audit Committee reviewed the Trust's audited financial statements and
met with both Hekemian & Co. and J. H. Cohn, LLP, the Trust's independent
auditors, ("J.H. Cohn") to review all financial statements. Hekemian & Co. has
represented to the Audit Committee that the financial statements were prepared
in conformity with accounting principles generally accepted in the United States
of America.

The Audit Committee has received from and discussed with J.H. Cohn the
written disclosure and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). These items
relate to that firm's independence from the Trust. The Audit Committee also
discussed with J.H. Cohn any matters required to be disclosed in accord with
Auditing Standards No. 61 (Communication with Audit Committees).

On the basis of these reviews and discussions, the Audit Committee
recommended to the Board of Trustees that the Trust's audited financial
statements be included in the Trust's Annual Repot on Form 10-K for the fiscal
year ended October 31, 2001, for filing with the SEC.

Audit Committee:

Donald W. Barney, Chairman

Ronald J. Artinian

Alan L. Aufzien

Herbert C. Klein

ANNUAL REPORT

The Annual Report to Shareholders (the "Annual Report") for the fiscal year
ended October 31, 2001 accompanies this Proxy Statement. J.H. Cohn has audited
the financial statements of the Trust for the fiscal year ended October 31,
2001, which financial statements are contained in the Annual Report. Such Annual
Report, including the audited financial statements contained therein, is not
incorporated in this Proxy Statement and is not deemed to be part of the proxy
soliciting material.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Trust's Executive Officers
and Trustees, and persons who own more than ten percent of the Shares, to file
reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission ("SEC"). Executive Officers, Trustees and
greater than ten percent shareholders are required by SEC regulation to furnish
the Trust with copies of all Forms 3, 4 and 5 they file. Based solely on the
Trust's review of the copies of such forms it has received, the Trust believes
that all of its Trustees, Executive Officers and greater than ten percent
beneficial owners complied with all filing requirements applicable to them with
respect to reports required to be filed by Section 16(a) of the Exchange Act
during fiscal 2001.

SHAREHOLDER PROPOSALS

Shareholder proposals for presentation at the Trust's next annual meeting
must be received by the Trust at its principal executive offices for inclusion
in its proxy statement and form of proxy relating to that meeting no later than
October 31, 2002. THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT THE
SHAREHOLDERS VOTE IN FAVOR OF THE NOMINEES TO THE BOARD OF TRUSTEES.

THE TRUST SUBMITS TO THE SECURITIES AND EXCHANGE COMMISSION AN ANNUAL
REPORT ON FORM 10-K. COPIES OF THE REPORT WILL BE FURNISHED WITHOUT CHARGE UPON
WRITTEN REQUEST RECEIVED FROM ANY HOLDER OF RECORD OR BENEFICIAL OWNER OF SHARES
OF THE TRUST. REQUESTS SHOULD BE DIRECTED TO SHAREHOLDER RELATIONS, FIRST REAL
ESTATE INVESTMENT TRUST OF NEW JERSEY, 505 MAIN STREET, P.O. BOX 667,
HACKENSACK, NEW JERSEY 07602.

ALL SHAREHOLDERS ARE URGED TO MARK, SIGN, DATE AND SEND THEIR PROXIES
WITHOUT DELAY TO REGISTRAR AND TRANSFER COMPANY, 10 COMMERCE DRIVE, CRANFORD,
NEW JERSEY 07016. PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION WILL BE
APPRECIATED.

Christopher W. McGarry, Executive Secretary
February 28, 2002

11
<page>

REVOCABLE PROXY
First Real Estate Investment Trust of New Jersey

[ X ] PLEASE MARK VOTES AS IN THIS EXAMPLE

Annual Meeting of Holders of Shares of
Beneficial Interest - April 10, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby nominates and appoints Donald W. Barney and
Christopher W. McGarry and each of them, the true and lawful attorneys, agents
and proxies of the undersigned, with full power of substitution, to vote with
respect to all of the shares, representing beneficial interests, of FIRST REAL
ESTATE INVESTMENT TRUST OF NEW JERSEY standing in the name of the undersigned at
the close of business on February 21, 2002, at the annual meeting of holders of
shares of beneficial interest to be held at the Trust's headquarters, 505 Main
Street, Hackensack, New Jersey 07601, on April 10, 2002 at 7:30 p.m., and at any
and all adjournment or adjournments thereof, with all powers that the
undersigned would possess if personally present and especially (but without
limiting the general authorization and power hereby given) to vote as indicated
hereon.

1.ELECTION OF TRUSTEE:
Robert S. Hekemian

[ ] FOR [ ] WITHHOLD

2.In their discretion upon such other matters as may properly come before the
meeting or any adjournment or adjournments thereof.

The shares represented by this Proxy will be voted in the manner directed, and
if no instructions to the contrary are indicated, will be voted FOR the election
of the nominee indicated on this Proxy.

IMPORTANT: Please sign exactly as your name appears. When signing as attorney,
executor, administrator, trustee or guardian, please set forth your full title.
If signer is a corporation, please sign the full corporate name by a duly
authorized officer. Joint owners should each sign.

Please be sure to sign and date this Proxy in the box below.

_________________________________________
Date

_________________________________________
Shareholder sign above

_________________________________________
Co-holder (if any) sign above

Detach above card, sign, date and mail in postage paid envelope provided.

FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY

If your address has changed, please correct the address in the space provided
below and return this portion with the proxy in the envelope provided.

_______________________________________________________________