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 13, 2005

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

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 13, 2005, 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 (3) 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 18, 2005
are entitled to notice of and to vote at the meeting.

JOHN A. AIELLO
Secretary

Hackensack, New Jersey
February 28, 2005

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 13, 2005 and any adjournment thereof (the "Annual Meeting"),
pursuant to the accompanying Notice of Annual Meeting of Holders of Shares of
Beneficial Interest. The Shares represent beneficial interests in the Trust, 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, 2005. 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 matter 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. 6,423,152
Shares were issued and outstanding on the record date, February 18, 2005. Only
Shareholders of record on the books of the Trust at the close of business on
February 18, 2005 are 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.

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 is
required in order to elect the nominee for Trustee. The proxy card provides
space for a Shareholder to withhold his or her vote 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, authority
withheld for the nominee for Trustee, abstentions and broker non-votes. Any
proxy submitted and containing any 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 February 18, 2005 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, and Executive Officer of the Trust. The only persons who beneficially
own five percent (5%), or more, of the Shares are three (3) Trustees named in
the table below.

Amount and Nature of Beneficial Ownership
-----------------------------------------

(C)
Aggregate
Number of Shares
(A) Deemed to be
Aggregate (B) Beneficially
Number of Shares Number of Shares Owned (D)
Beneficially Acquirable within (Column A plus Percent
Name of Beneficial Owner Owned (l) 60 Days (2) Column B) of Class
- ------------------------ ---------------- ----------------- ---------------- --------

Robert S. Hekemian (3) 332,544 (4) 112,000 444,544 6.7%

Donald W. Barney (3) 163,652 (5) 112,000 275,652 4.1%

Herbert C. Klein, Esq. (6) 349,510 (7) -- 349,510 5.2%

Ronald J. Artinian (6) 467,716 (8) -- 467,716 7.0%

Alan L. Aufzien (6) 6,000 26,000 32,000 (9)

John A. Aiello, Esq. (10) -- -- -- --

All Trustees, Nominees for
Trustee and Executive Officers as
a group (6 persons) 1,319,422 250,000 1,569,422 23.5%
========= ======= ========= ====

(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 Trust's
Equity Incentive Plan.

(3) A Trustee and Executive Officer of the Trust.

(4) Includes 74,392 Shares held by Mr. Hekemian's wife, with respect to which
Mr. Hekemian disclaims beneficial ownership. Also includes (i) 73,472
Shares held by the Hekemian & Co., Inc. Pension Plan of which Mr. Hekemian
is a trustee and a participant, (ii) an aggregate of 105,364 Shares which
are held by certain partnerships in which Mr. Hekemian is a partner, (iii)
14,196 Shares held in certain trusts for which Mr. Hekemian is a trustee
and one trust in which Mr. Hekemian is a beneficiary, and (iv) 51,050
Shares held by the

Robert and Mary Jane Foundation, Inc. of which Mr. Hekemian is the
President, all of such Shares 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 46,928 Shares held by Mr. Barney's wife, with respect to which
Mr. Barney disclaims beneficial ownership

(6) A Trustee of the Trust.

(7) Includes 27,750 Shares held by Mr. Klein's wife and 20,000 Shares held in
a trust for the benefit of Mr. Klein's son of which Mr. Klein's wife is
trustee, with respect to both of which Mr. Klein disclaims beneficial
ownership.

(8) Includes 95,048 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 3,600 Shares which are
held by Mr. Artinian's son, Ronald K. Artinian, with respect to which Mr.
Artinian disclaims beneficial ownership.

(9) Shares beneficially owned do not exceed one percent (1%) of the Trust's
issued and outstanding Shares.

(10) An Executive Officer of the Trust.

ELECTION OF TRUSTEE

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

The Board of Trustees has fixed the number of Trustees at five (5). The
term of one (1) Trustee shall expire at the Annual Meeting. In order to allow
the Board of Trustees to be able to strike a balance with respect to the number
of Trustees whose terms are expiring at each annual meeting of the Shareholders,
the Declaration of Trust authorizes the Board of Trustees to designate whether
the term of a nominee for Trustee shall either be two (2) years or three (3)
years at the time a Trustee is nominated for election.

Nominee

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

Robert S. Hekemian is currently a member of the Board of Trustees, with
his term of office scheduled to expire 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 Robert S. Hekemian.

It is the intention of the persons named in the accompanying proxy to
vote, unless otherwise instructed, in favor of the election of Robert S.
Hekemian to a three (3) year term 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, and any such person elected in the
place of Robert S. Hekemian shall be elected to a three (3) year term as a
Trustee. 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" the election of Robert S.
Hekemian to a three (3) year term as a Trustee.

Board of Trustees

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

Year First Elected to
Name Age the Board of Trustees
- ---- --- ---------------------

Robert S. Hekemian 73 1980

Donald W. Barney 64 1981

Herbert C. Klein, Esq. 74 1961

Ronald J. Artinian 56 1992

Alan L. Aufzien 75 1992

Robert S. Hekemian has been active in the real estate industry for more than
fifty-one (51) years. Mr. Hekemian has served as Chairman of the Board and Chief
Executive Officer of the Trust since 1991, and as a Trustee since 1980. From
1981 to 1991, Mr. Hekemian was President of the Trust. From June 24, 2002
through January 15, 2003, Mr. Hekemian served as Chief Financial Officer of the
Trust. As Chairman and Chief Executive Officer of the Trust, Mr. Hekemian
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 2005. Mr.
Hekemian devotes approximately fifty percent (50%) to sixty percent (60%) of his
time to perform his duties as an Executive Officer of the Trust. Since 1983, Mr.
Hekemian has also been the Chairman of the Board and Chief Executive Officer of
Hekemian & Co., Inc., a real estate brokerage and management company which
manages the Trust's properties ("Hekemian & Co."). See the section entitled
"Certain Relationships and Related Party Transactions" in this Proxy Statement.
Mr. Hekemian is a director of Pascack Community Bank. 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, as
Treasurer and Chief Financial Officer of the Trust since 2003, and as a Trustee
since 1981. His current term as a member of the Board of Trustees is scheduled
to expire in April 2006. Mr. Barney devotes approximately fifteen percent (15%)
of his time to perform his duties as an Executive Officer 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
1998 in various positions, including Vice President and Treasurer. Mr. Barney is
a director of Hilltop Community Bank. He is also a partner and director in
several private real estate investment companies.

Herbert C. Klein, Esq., has served continuously as a Trustee since 1961
except for the two (2) year period from January 1993 to January 1995, when Mr.
Klein served as an elected member of the United States Congress, House of
Representatives, for the 8th Congressional District of New Jersey. His current
term as a member of the Board of Trustees expires in April 2006. 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 entitled "Certain Relationships and Related Party
Transactions" in this Proxy Statement. Mr. Klein is a former member of the New
Jersey State Assembly. Mr. Klein is a partner and principle in numerous private
investment real estate companies.

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 2007. From
1989 to 1998, Mr. Artinian was an investment banker with Smith Barney, Inc.,
including positions as a Managing Director and National Sales Manager. Mr.
Artinian retired from Smith Barney in January 1998 in order to pursue other
business interests as a private investor.

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 2007. 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

During the fiscal year ended October 31, 2004, the Board of Trustees held
ten (10) meetings. During fiscal 2004, each incumbent member of the Board of
Trustees attended more than seventy-five percent (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. John A. Aiello, Secretary and
Executive Secretary of the Trust, attends meetings of the Board of Trustees and
each of its committees in a nonvoting capacity.

Trustee Attendance at Annual Meeting

The Trust encourages all of the Trustees to attend the Annual Meeting, and
expects that all Trustees will attend the Annual Meeting absent a valid reason
such as a scheduling conflict. All of the Trustees attended the Annual Meeting
of Shareholders held on April 7, 2004.

Committees of the Board of Trustees

The Board of Trustees has three (3) standing committees: Executive Committee,
Nominating Committee and Audit Committee.

(a) Executive Committee

The Executive Committee of the Board of Trustees 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 2004, the members of the
Executive Committee were, and currently are, identical to the current members of
the Board of Trustees, and accordingly, it was not necessary for the Executive
Committee to separately meet during fiscal 2004. Mr. Hekemian is the Chairman of
the Executive Committee.

(b) Nominating Committee

The Nominating Committee is authorized to identify, evaluate and recommend
to the Board of Trustees prospective nominees for Trustee, periodically review
the Trust's governance guidelines and make recommendations to the Board of
Trustees from time to time as to matters of governance. The Nominating Committee
also periodically reviews the performance of the Board of Trustees and its
members and makes recommendations to the Board of Trustees on the number,
function, and composition of the Board of Trustees and the committees of the
Board of Trustees, and on the terms of the Trustees. The Nominating Committee's
charter was included as Appendix A to the Company's 2003 Proxy Statement.

The Nominating Committee is authorized to review the qualifications of
various persons to determine whether they might make good candidates for
consideration for membership on the Board of Trustees. This would include a
review of the nominee's business judgment, skill and experience, the nominee's
understanding of the Trust's business and industry and other related industries,
the nominee's integrity, reputation and independence, and such other factors as
the Nominating Committee determines are relevant in light of the needs of the
Board of Trustees and the Trust and its Shareholders. With respect to any
nominee up for re-election to the Board of Trustees, the Nominating Committee is
authorized to consider the nominee's performance on the Board of Trustees before
nominating the Trustee for re-election at an annual meeting. The Trust does not
pay a fee to any third party to identify or assist in identifying or evaluating
potential nominees.

The Nominating Committee will also consider candidates for Trustee
recommended by the Shareholders. The process by which a Shareholder may suggest
a candidate to be nominated for election to the Board of Trustees can be found
in the section of this Proxy Statement entitled "Shareholder Proposals and
Recommendations for Nomination of Trustees." The Nominating

Committee will apply the same criteria described above in reviewing and
evaluating the qualifications of any candidate recommended by a Shareholder;
provided, that it remains in the sole discretion of the Nominating Committee
whether any such potential nominee suggested by a Shareholder is recommended by
the Nominating Committee to the Board of Trustees.

The current members of the Nominating Committee of the Board of Trustees
are Donald W. Barney, Alan L. Aufuzien and Ronald J. Artinian. Mr. Aufuzien and
Mr. Artinian are independent, as independence for directors is defined in the
listing standards adopted by the National Association of Securities Dealers,
Inc. ("NASD") and approved by the Securities and Exchange Commission ("SEC").
Mr. Barney is not considered independent under such definition since he is an
Executive Officer of the Trust. In 2005, the Nominating Committee held one (1)
meeting at which the Nominating Committee unanimously determined to recommend to
the Board of Trustees that Robert S. Hekemian be nominated for re-election as a
Trustee at the Annual Meeting to a three (3) year term.

The current members of the Audit Committee of the Board of Trustees are
Ronald J. Artinian, Alan L. Aufzien and Herbert C. Klein. Mr. Artinian is the
Chairman of the Audit Committee. Each of Mr. Artinian and Mr. Aufzien satisfies
the audit committee qualifications under the NASD listing standards and is
independent, as independence for audit committee members is defined in the NASD
listing standards. Although Mr. Klein meets the requirements for independence
set forth in the NASD definition of "independent director," he does not meet the
criteria for independence set forth in Exchange Act Rule 10A-3 (b) (1) because
the law firm of Nowell, Amoroso, Klein, Bierman, P.A., in which Mr. Klein is
currently a partner, has received and will continue to receive legal fees from
the Trust for legal services provided and to be provided to the Trust. See the
Section of this Proxy Statement entitled "Certain Relationships and Related
Party Transactions." Accordingly, Mr. Klein does not satisfy the independence
requirement for qualification as an audit committee member under the NASD
listing standards. Mr. Klein had resigned from the Audit Committee in January
2003, upon a determination that he would not satisfy the independence
requirement of the audit committee qualifications under the NASD listing
standards. However, the Board of Trustees reappointed Mr. Klein to the Audit
Committee in June 2003 since the Board of Trustees believes that his background
and experience and the valuable contributions that he will make to the Audit
Committee sufficiently mitigate any concerns arising out of the fact that he
does not satisfy the independence requirement of the audit committee
qualifications under the NASD listing standards.

The Audit Committee held five (5) meetings during fiscal 2004. The Audit
Committee selects the independent registered public accounting firm with the
Public Company Accounting Oversight Board (the "Independent Auditors") to audit
the books and accounts of the Trust. In addition, the Audit Committee reviews
and pre-approves the scope and costs of all services (including non-audit
services) provided by the independent auditors. 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.

Based on its review of the criteria of an Audit Committee Financial Expert
under the rule adopted by the SEC, the Board of Trustees believes that the
members of the Trust's Audit Committee may not qualify as Audit Committee
Financial Experts.

Each of Mr. Artinian, Mr. Aufzien and Mr. Klein has made significant
contributions and provided valuable service to the Trust and its shareholders as
members of the Audit Committee. The Board of Trustees believes that each of Mr.
Artinian, Mr. Aufzien and Mr. Klein has demonstrated that he is capable of (i)
understanding accounting principles generally accepted in the United States of
America ("GAAP"), (ii) assessing the general application of GAAP principles in
connection with the accounting for estimates, accruals and reserves, (iii)
understanding financial statements and analyzing and evaluating the Trust's
financial statements, (iv) understanding internal controls and procedures for
financial reporting, and (v) understanding audit committee functions, all of
which are attributes of an Audit Committee Financial Expert under the rule
adopted by the SEC. Given the business experience and acumen of Mr. Artinian,
Mr. Aufzien and Mr. Klein and their long standing service as members of the
Board of Trustees and its various committees, including the Trust's Audit
Committee, the Board of Trustees believes that each of Mr. Artinian, Mr. Aufzien
and Mr. Klein is qualified to carry out all duties and responsibilities of the
Trust's Audit Committee.

The Board of Trustees believes that one of its members, Mr. Barney, would
qualify as an Audit Committee Financial Expert. Mr. Barney resigned from the
Audit Committee in connection with his appointment to the office of Treasurer of
the Trust and his assumption of the role of Chief Financial Officer of the
Trust. As Chief Financial Officer of the Trust, Mr. Barney has made and will
continue to make the certifications required under the Sarbanes-Oxley Act of
2002 and the related rules adopted by the SEC with respect to (i) the Trust's
financial statements and other financial information included in periodic
reports filed with the SEC, (ii) the Trust's disclosure controls and procedures
regarding the disclosure to the certifying officers of material information
relating to the Trust, and (iii) the Trust's internal controls and the adequacy
of the design and operation of such internal controls. As a certifying officer
of the Trust, Mr. Barney will meet with and make reports to the Audit Committee
with respect to the items which are the subject matter of his certifications.
The Board of Trustees believes that it is important to maintain independence
between the Audit Committee and the certifying officers of the Trust, and that
the significance and importance of maintaining such an independent relationship
outweigh the importance of having a person who technically satisfies the
definition of an Audit Committee Financial Expert serve on the Audit Committee.

At this time, the Board of Trustees does not believe that it is necessary
to actively search for an outside person to serve on the Board of Trustees who
would qualify as an Audit Committee Financial Expert.

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, as amended, 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; and

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 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. The independent auditors 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 Board of Trustees has adopted a written charter setting out the audit
related functions. The Audit Committee's charter was included as Appendix B to
the 2003 Proxy Statement. The Audit Committee reviews its charter on an annual
basis and updates the charter as necessary.

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 GAAP 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, to review all financial statements. Hekemian & Co. has
represented to the Audit Committee that the financial statements were prepared
in conformity with GAAP.

The Audit Committee has received from and discussed with J.H. Cohn, LLP
the written disclosure and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussion with Audit Committees). These items
relate to that firm's independence from the Trust. The Audit Committee also
discussed with J.H. Cohn, LLP any matters required to be disclosed in accord
with statement on Auditing Standards No. 61 as amended (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 Report on Form 10-K for the fiscal
year ended October 31, 2004, for filing with the SEC.

Audit Committee:

Ronald J. Artinian, Chairman

Alan L. Aufzien

Herbert C. Klein, Esq.

Executive Compensation

The following table sets forth information concerning the compensation of
all of the Executive Officers of the Trust as of October 31, 2004 for services
in all capacities to the Trust for the fiscal years ended October 31, 2004, 2003
and 2002. During the fiscal year ended October 31, 2004, Robert S. Hekemian
served as Chairman of the Board and Chief Executive Officer of the Trust. Mr.
Hekemian also served as Chief Financial Officer of the Trust from June 24, 2002
through January 15, 2003. Mr. Hekemian devotes approximately fifty percent (50%)
to sixty percent (60%) of his business activities to the Trust. During the
fiscal year ended October 31, 2004, Donald W. Barney served as President,
Treasurer and Chief Financial Officer of the Trust. Mr. Barney was elected to
the office of Treasurer and assumed the role of Chief Financial Officer of the
Trust in January 2003. Mr. Barney devotes approximately fifteen percent (15%) of
his business activities to the Trust. During the fiscal year ended October 31,
2004, John A. Aiello, Esq. served as the Secretary and the Executive Secretary
of the Trust. Mr. Aiello was elected to the office of Secretary in January,
2003. Mr. Aiello devotes approximately five percent (5%) of his business
activities to the Trust. With respect to all compensation, the term "paid" shall
mean actually paid or deferred.

SUMMARY COMPENSATION TABLE

Annual Other All Other
Fiscal Compensation ($)(2) Annual Compensation ($)(4)
Name and Principal Year Ended Compensa-
Position (1) 10/31 Paid Deferred tion($)(3) Paid Deferred
- ---------------------- ---------- --------- ------------ ------------ ---------- -----------

Robert S. Hekemian 2004 -- $139,625 $4,626 -- $51,219
Chairman of the Board 2003 -- $100,000 $1,672 -- $40,877
and Chief Executive 2002 -- $ 10,000 $ 620 -- $20,655
Officer

Donald W. Barney 2004 -- $ 25,000 $2,501 -- $30,503
President, Treasurer 2003 -- $ 25,000 $1,445 -- $27,578
and Chief Financial 2002 -- $ 10,000 $ 620 -- $23,564
Officer

John A. Aiello, Esq. 2004 $23,000 -- -- $11,550 --
Secretary 2003 $20,000 -- -- $11,500 --

(1) Represents the positions held by each Executive Officer on October 31,
2004. Mr. Barney was elected Treasurer and assumed the role of Chief
Financial Officer from Mr. Hekemian on January 15, 2003. Mr. Aiello was
elected Secretary on January 15, 2003.

(2) 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. See Section of this Proxy Statement entitled "Deferred
Compensation Plan."

(3) Amounts represent above-market accrued interest earned on executive
officer fees payable in fiscal 2004, fiscal 2003 and fiscal 2002, but
deferred at the election of the

Executive Officers pursuant to the terms of the Deferred Compensation
Plan. Payment of accrued interest is deferred until such time that the
deferred executive officer fees are paid to the Executive Officers. See
Section of this Proxy Statement entitled "Deferred Compensation Plan."

(4) Such amounts represent annual retainer fees, Board of Trustees meeting
fees, and other fees paid to the Executive Officers as consideration for
their service on the Board of Trustees and, if applicable, its committees.
In fiscal 2004, all such amounts payable to Mr. Hekemian and Mr. Barney
were deferred at the election of the Executive Officers pursuant to the
terms of the Deferred Compensation Plan. Also includes accrued interest
earned on deferred executive officer fees payable for service as an
Executive Officer (other than above market accrued interest on executive
officer fees payable in fiscal 2004, fiscal 2003 and fiscal 2002 which is
disclosed in the "Other Annual Compensation" column of this Summary
Compensation Table) and on deferred retainer fees payable for service as a
Trustee and deferred meeting fees for attendance at meetings of the Board
of Trustees or committees thereof. Payment of accrued interest is deferred
until such time that the deferred fees are paid to the Executive Officers.
See Section of this Proxy Statement entitled "Deferred Compensation Plan."

Other than the annual executive officer fees and the accrued interest
thereon for such fees which have been deferred, and the grant of options under
the Trust's Equity Incentive Plan, the Trust has not made available or paid any
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. The Trust does not maintain any employee benefit plans, other than
the Trust's Equity Incentive Plan. 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 or retirement as an Executive Officer, or any other event resulting
in the termination of his relationship with the Trust as an Executive Officer,
or as a result of a change in control of the Trust. Mr. Hekemian is Chairman of
the Board and Chief Executive Officer of Hekemian & Co, the managing agent of
the Trust. Pursuant to the terms of the Management Agreement by and between
Hekemian & Co. and the Trust, Hekemian & Co. is entitled to receive a
termination fee from the Trust under certain circumstances, including the
non-renewal of the Management Agreement by the Trust, termination of the
Management Agreement by the Trust without cause, or termination of the
Management Agreement by the Trust following an acquisition of the Trust. See the
Section of this Proxy Statement entitled "Certain Relationships and Related
Party Transactions."

Fiscal Year-End Option Values

The following table shows certain information, as of October 31, 2004,
regarding the fiscal year-end values of the options held by each of the
Executive Officers of the Trust. No options were exercised by the Executive
Officers during the 2004 fiscal year.

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 (1)
------------------------------ ----------------------

Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------

Robert S. Hekemian 112,000 -- $1,708,000 --
Donald W. Barney 112,000 -- $1,708,000 --
John A. Aiello, Esq. -- -- -- --

(1) The value of unexercised in-the-money options represents the difference
between an option's exercise price $7.50 and the fair market value of the Shares
on October 31, 2004 of $22.75 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.

Fiscal 2004 Compensation: Trustees

During the fiscal year ended October 31, 2004, each Trustee, including even such
Trustee who also served as an Executive Officer of the Trust, was entitled to
receive an annual retainer fee in the amount of $11,500. The Trustees and the
Executive Secretary were entitled to receive meeting attendance fees in the
amount of $700 for each meeting of the Board of Trustees and its committees
attended. The Chairman of the Board, for each Board of Trustees meeting
attended, and the chairman of each Board of Trustees committee, for each
committee meeting attended, were entitled to receive meeting attendance fees of
$800. The Trustees and the Executive Secretary were also entitled to receive
property site inspection fees in the amount of $700 for each site inspection
attended, plus the reimbursement of all reasonable and verified out-of-pocket
expenses incurred in connection with the site visit. Each member of the Board of
Trustees and the Executive Secretary was entitled to receive a fee of $350 for
each meeting participated in by teleconference. The Trustees and the Executive
Secretary are entitled to defer all or any part of their retainer, meeting and
property site inspection fees pursuant to the terms of the Deferred Compensation
Plan. For the fiscal year ended October 31, 2004, the Trustees were paid or
elected to defer annual retainer fees, meeting attendance fees, site inspection
fees and accrued interest, and the Executive Secretary was paid meeting
attendance fees, in an aggregate amount of $339,231 as consideration for their
services to the Board of Trustees and its committees.

Fiscal 2005 Compensation: Trustees and Officers

For the 2005 fiscal year, the Board of Trustees has approved the following
increases in the annual Executive Officer and Trustee retainer fees: (i) the
annual fee for the Chief Executive Officer of the Trust will remain at $150,000;
(ii) the annual fee for the President has been raised from $25,000 to $30,000;
(iii) the annual fee for the Secretary has been increased from $23,000 to
$25,000; and (iv) the annual Trustee retainer fee for the members of the Board
of Trustees has been increased from $11,500 to $12,500. There are no changes in
the meeting fees and site inspection fees.

Deferred Compensation Plan

Effective November 1, 2000, the Board of Trustees adopted a deferred
compensation plan (the "Deferred Compensation Plan") for its Executive Officers
and its Trustees. Pursuant to the Deferred Compensation Plan, any Executive
Officer or Trustee may elect to defer receipt of any executive officer, Trustee
retainer, meeting attendance, or property site inspection fee. The Trust has
agreed to pay any Executive Officer or Trustee, who elects to participate in the
Deferred Compensation Plan, interest on any deferred fees at the rate of nine
percent (9.0%) per annum, compounded quarterly. Any such deferred fee and the
interest accrued thereon shall be paid at the later of: (i) the retirement age
specified by the Executive Officer or Trustee in the deferral election; (ii)
actual retirement of the Executive Officer or Trustee; or (iii) upon cessation
of duties as an Executive Officer or Trustee of the Company. The Deferred
Compensation Plan provides that any such deferred fees 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 fees. As a result, any Executive Officer or
Trustee who elects to participate in the Deferred Compensation Plan is an
unsecured creditor of the Trust with respect to any such deferred fee.

Compensation Report

The full Board of Trustees determines the amounts of the annual executive
officer, Trustee retainer and meeting fees paid to the Executive Officers and
Trustees of the Company. Prior to the 2003 fiscal year, the Executive Officers
received only a nominal executive officer fee as annual compensation for their
services as Executive Officers of the Trust. See section of this Proxy Statement
entitled "Summary Compensation Table."

In its review and evaluation during the 2003 fiscal year of the annual
retainer fee paid to Mr. Hekemian, the Trust's Chairman of the Board and Chief
Executive Officer, the Board of Trustees recognized that Mr. Hekemian's duties
and responsibilities had expanded over the years, and the time expended in
performing such duties and responsibilities had grown, as the Trust grew and the
number of people employed directly by the Trust increased. The Board of Trustees
undertook a through analysis of compensation paid to the chief executive
officers of various real estate investment trusts of different types, market
capitalizations, management and governance systems as well as the duties and
responsibilities of such chief executive officers and decided to increase Mr.
Hekemian's annual executive officer fee to $150,000 for the 2003 fiscal year.
These factors were reviewed and evaluated again during fiscal 2004 by the Board
of Trustees in connection with its determination of the annual executive officer
fee to be paid to Mr. Hekemian for the 2004 fiscal year, and the Board of
Trustees determined that the annual executive officer fee would remain at
$150,000.

During the 2003 fiscal year, the Board of Trustees also reviewed the
annual executive officer fee payable to Mr. Barney, in his capacity as
President, Treasurer and Chief Financial Officer of the Trust, in connection
with his expanded duties as Treasurer and Chief Financial Officer and the
additional time expended in performing such duties in view of, among other
things, compliance with the Sarbanes-Oxley Act of 2002. Following its review,
the Board of Trustees decided to increase Mr. Barney's annual executive officer
fee to $25,000 for the 2003 fiscal year. These factors were reviewed and
valuated again during fiscal 2004 by the Board of

Trustees in connection with its determination of the annual executive officer
fee to be paid to Mr. Barney for the 2004 fiscal year, and the Board of Trustees
determined that the annual executive officer fee would remain at $25,000.

Board of Trustees:
------------------

Robert S. Hekemian Alan L. Aufzien
Chairman of the Board

Donald W. Barney Ronald J. Artinian

Herbert C. Klein, Esq.

Corporate Governance

The Trust has a Code of Conduct which is applicable to all Trustees,
officers and management employees of the Trust, including, without limitation,
the Trust's principal executive and senior financial officers. The Audit
Committee is charged with administering and interpreting the Code of Conduct.
Copies of the Code of Conduct will be furnished without charge upon written
request received from any holder of record or beneficial owner of Shares of the
Trust. Request 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.

Performance Graph

The graph below compares the cumulative total return on the Shares for the
period covering the five (5) fiscal years ended October 31, 2004 with the
performance of the Russell 2000 Index and the NAREIT Equity REIT Index. The
graph assumes that $100 was invested on October 31, 1999 in the Trust's Shares,
the Russell 2000 Index, and the NAREIT Equity REIT Index, and that all dividends
were reinvested.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG FIRST REAL ESTATE INVESTMENT TRUST, THE RUSSELL 2000 INDEX
AND THE NAREIT EQUITY INDEX

[LINE CHART OMITTED]

Certain Relationships and Related Party Transactions

Robert S. Hekemian, Chairman of the Board and Chief Executive Officer of
the Trust, and his sons, Robert S. Hekemian, Jr., Bryan S. Hekemian and David B.
Hekemian, are the sole shareholders of Hekemian and Co. Robert S. Hekemian holds
a 0.2% interest in Hekemian & Co. The balance of the interests in Hekemian & Co.
are held by Robert Hekemian, Jr., Bryan Hekemian and David Hekemian. Robert S.
Hekemian is currently the Chairman of the Board of Hekemian & Co. Each of Robert
S. Hekemian's sons and his brother-in-law are also officers of Hekemian & Co.
and serve in the positions set forth opposite their names.

Robert S. Hekemian, Jr. (son) - 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

On April 10, 2002, the Trust and Hekemian & Co. entered into a new
Management Agreement, effective as of November 1, 2001, replacing the Management
Agreement dated December 20, 1961, as extended. The initial term of the new
Management Agreement ran from October 1, 2001 to October 31, 2003. The term of
the Management Agreement automatically renewed on October 31, 2003 for another
two (2) year period through October 31, 2005. The Trust may terminate the
Management Agreement (i) without cause upon one (1) year's prior written notice,
(ii) for cause if Hekemian & Co. has not cured an event of default within thirty
(30) days of receipt of notice of termination from the Trust, or (iii) in the
event of an acquisition of the Trust where the Trust ceases to effectively exist
as an operating entity. The Management Agreement provides for a termination fee
in the event of a termination by the Trust without cause or following an
acquisition of the Trust.

Under the Management Agreement, Hekemian & Co. will continue as Managing
Agent for the Trust and the Trust's properties which the Trust owned on November
1, 2001. The Trust may retain Hekemian & Co. or other managing agents to manage
certain other properties acquired in the future and to perform various other
duties such as sales, acquisitions, and development with respect to any or all
of the Trust's currently owned or future acquired properties. Hekemian & Co. is
no longer the exclusive advisor for the Trust to locate and recommend to the
Trust investments deemed suitable for the Trust, and it is no longer required to
offer potential acquisition properties exclusively to the Trust before acquiring
those properties for Hekemian & Co.'s own account or for others, including
shareholders and employees of Hekemian & Co.

The Trust retained Hekemian & Co. to manage the Preakness Shopping Center
which was acquired on November 1, 2002 by WaynePSC, an affiliate of the Trust,
and the Damascus Shopping Center which was acquired on July 31, 2003 by Damascus
Centre, LLC, a limited liability company in which the Trust is the sole member.
In fiscal 2004, the Trust retained Hekemian & Co. to manage The Pierre Towers,
an apartment complex acquired on April 15, 2004 by S And A Commercial Limited
Partnership ("S&A"), a limited partnership in which the Trust owns a
seventy-five percent (75%) equity interest.

Pursuant to the terms of the Management Agreement, the Trust pays Hekemian
& Co. certain basic management fees, mortgage fees, administrative fees, other
miscellaneous fees and leasing commissions as compensation for its services. The
Management Agreement includes a detailed schedule of such fees and commissions
for those services which the Managing Agent may be called upon to perform.
During the fiscal year ended October 31, 2004, the Trust paid Hekemian & Co.
management fees in the approximate aggregate amount of $792,000 and leasing
commissions in the approximate aggregate amount of $203,000.

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 the Trust and Hekemian & Co. with respect to such 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.

The Trust's investments in real estate may be in the form of wholly owned
fee interests or, if the circumstances warrant, joint venture interests. From
time to time, in order to diversify risk, rather than acquire wholly owned fee
interests in real estate, the Trust will invest in a joint venture with other
parties and the joint venture will acquire the real estate. The Trust has
invested in joint ventures with employees and affiliates of Hekemian & Co. and
Trustees of the Trust. To the extent that the Trust invests in real estate
requiring development and potentially more risk in order to reach its investment
objectives, it may make such investments on a joint venture basis in order to
diversify risk.

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
and Herbert C. Klein, Esq.) beneficially own thirty-five percent (35%) 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 the fiscal
year ended October 31, 2004, Westwood Hills paid Hekemian & Co. $164,000 in
management fees.

The Trust owns a forty percent (40%) equity interest in WaynePSC, LLC, a
New Jersey limited liability company ("WaynePSC"). H-TPKE, LLC, a New Jersey
limited liability company, acquired a sixty percent (60%) equity interest in
WaynePSC. Members of the immediate family of Robert S. Hekemian who are also
officers of Hekemian & Co. and other employees of Hekemian & Co. control
approximately seventy-three (73%) of the membership interests in H-TPKE, LLC.
The Trust is the Managing Member of WaynePSC. WaynePSC owns a 323,000 +/- sq.
ft. community shopping center located in Wayne, New Jersey, known as the
Preakness Shopping Center. Hekemian & Co. is the Managing Agent for the
Preakness Shopping Center. During the fiscal year ended October 31, 2004,
WaynePSC paid Hekemian & Co. an annual property management fee in the amount of
$208,000 and leasing fees in the amount of $32,000.

The Trust owns a seventy-five percent (75%) equity interest in and is the
managing and general partner of S&A. The remaining twenty-five percent (25%) of
equity interests in S&A are owned by members of the immediate family of Robert
S. Hekemian, who are also officers of Hekemian & Co. and by other employees of
Hekemian & Co. and/or affiliates of Hekemian & Co. It is anticipated that the
Trust, in accordance with its investment policy, will allow the minority owners
of S&A to make a cash contribution to S&A of approximately $1.3 million that
will increase their ownership interest in S&A from approximately twenty-five
percent (25%) to thirty-five percent (35%). This additional investment, which
approximates market value, is expected to be made in February 2005. On April 15,
2004, S&A purchased The Pierre Towers, a residential apartment complex located
in Hackensack, New Jersey and on June 15, 2004 S&A sold the Olney Town Shopping
Center in Olney, Maryland. During the fiscal year ended October 31, 2004, S&A
paid Hekemian & Co. an annual management fee in the amount of $135,000, an
acquisition fee in the amount of $1,175,000, management fees for the Olney Town
Shopping Center in the amount of $73,000 and sale fees, in connection with the
sale of the Olney Town Shopping Center, in the amount of $700,000.

The law firm of Nowell Amoroso Klein Bierman, P.A. was retained by the
Trust during fiscal 2004 to furnish legal services and received $18,000 in legal
fees from the Trust for its services. Mr. Klein, a Trustee, is a partner in the
law firm.

The law firm of Giordano, Halleran & Ciesla, P.C. has been retained by the
Trust to furnish legal services. Mr. Aiello, an Executive Officer of the Trust,
is an officer and shareholder in the law firm. During fiscal 2004, Giordano,
Halleran & Ciesla, P.C. received $40,062 in fees from the Trust for its
services. In addition, Mr. Aiello paid to the law firm the amount of $34,550,
representing retainer and meeting fees which Mr. Aiello received in connection
with his services as Secretary and Executive Secretary of the Trust during
fiscal 2004.

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 AUDITORS

The Audit Committee makes selection of the independent auditors for the
Trust. J.H. Cohn, LLP has been selected as the Trust's independent auditors for
the current fiscal year. J.H. Cohn, LLP has audited the books, records and
accounts of the Trust since 1991 and has provided both audit and non-audit
services (principally, income tax compliance, income tax consultation and sundry
consultation projects) to the Trust. All audit and non-audit services provided
by J.H. Cohn, LLP are pre-approved by the Audit Committee which gives due
consideration to the potential impact of non-audit services on auditor
independence. None of the engagements of

J.H. Cohn, LLP, which were pre-approved by the Audit Committee, made use of the
de minimis exception for pre-approval contained in the rules of the SEC which
permit limited engagements for non-audit services involving amounts under a
specified threshold.

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, LLP that it knows of no state of facts which would
impair its status as the Trust's independent auditors. The Audit Committee has
considered whether the non-audit services provided by J.H. Cohn, LLP are
compatible with maintaining its independence and has determined that the nature
and substance of any such limited non-audit services have not impaired J.H.
Cohn, LLP's status as the Trust's independent auditors.

Audit Fees

J.H. Cohn, LLP billed the Trust a total of $66,258 during fiscal 2004 and
a total of $46,900 during fiscal 2003 for professional services rendered in
connection with audit services rendered to the Trust.

Audit-Related Fees

J.H. Cohn, LLP did not bill the Trust for any audit related services
during fiscal 2004 or fiscal 2003.

Tax Fees

J.H. Cohn, LLP billed the Trust a total of $22,026 during fiscal 2004 and
$3,400 during fiscal 2003 for tax return preparation.

All Other Fees

J.H. Cohn, LLP did not bill the Trust for any other services during fiscal
2004 or fiscal 2003.

Presence at Annual Meeting

Representatives of J.H. Cohn, LLP 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.

ANNUAL REPORT

The Annual Report to Shareholders (the "Annual Report") for the fiscal
year ended October 31, 2004 accompanies this Proxy Statement. The Trust's Annual
Report on Form 10-K for the fiscal year ended October 31, 2004 which the Trust
has filed with the SEC, excluding exhibits, is included in the Annual Report.
J.H. Cohn, LLP has audited the financial statements of the Trust for the fiscal
year ended October 31, 2004, 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 (10%) of the Shares, to
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
SEC. Executive Officers, Trustees and greater than ten percent (10%)
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 (10%) Shareholders 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 2004.

Shareholder Communications with Trustees

The Board of Trustees has adopted a formal process to be followed by those
Shareholders who wish to communicate directly with the Board of Trustees or any
individual Trustee, or group of Trustees of the Trust. A Shareholder can contact
the Board of Trustees or any individual Trustee or group of Trustees, by sending
a written communication to: The Board of Trustees or any specifically identified
Trustee(s), First Real Estate Investment Trust of New Jersey, c/o Secretary, 505
Main Street, P.O. Box 667, Hackensack, New Jersey 07602. A Shareholder's letter
should also indicate that he or she is a Trust Shareholder. Any such
communication received by the Secretary of the Trust will be distributed to the
Board of Trustees, or a member or members thereof, as appropriate depending on
the facts and circumstances described in the communication received. If a
Shareholder communication is addressed to one or more Trustees, but not the
entire Board of Trustees, the Secretary of the Trust shall notify any Trustees
to whom such communication was not addressed that such communication was
received and shall provide a copy of such communication upon request.
Communications which are primarily commercial in nature or related to an
improper or irrelevant topic will not be forwarded to the Board of Trustees or
any Trustee. If the Secretary of the Trust believes that the management of the
Trust can adequately handle the Shareholder's inquiry or request, the Secretary
will forward such communication to the appropriate person(s). At each meeting of
the Board of Trustees, a summary of all communications received since the last
Board of Trustees' meeting which the Secretary elected not to forward to the
Board of Trustees or a Trustee(s) shall be presented, and all such
communications shall be made available to the Trustees upon request.

SHAREHOLDER PROPOSALS AND RECOMMENDATIONS
FOR NOMINATION OF TRUSTEES

Shareholder proposals for presentation at the Trust's 2006 Annual Meeting
of Shareholders 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 28, 2005. A Shareholder wishing to submit a proposal
should write to the Trust's Secretary and include a detailed description of such
proposal. The Nominating Committee or the Board of Trustees will

also consider candidates for nomination as Trustees who are recommended by
Shareholders applying the same criteria for nominees described in the section of
this Proxy Statement entitled "Committees of the Board of Trustees - Nominating
Committee." A Shareholder who wishes to suggest a candidate for nomination as a
Trustee should write to the Trust's Secretary and include the following
information: (1) the name and contact information for the candidate; (2) a
statement of the candidate's business experience and educational background; (3)
a detailed description describing any relationship between the candidate and the
proposing Shareholder; (4) a statement by the Shareholder explaining why he or
she believes that the candidate is qualified to serve on the Board of Trustees
and how his or her service would benefit the Trust and its Shareholders; and (5)
a statement that the candidate is willing to be considered and willing to serve
as a Trustee of the Trust if nominated and elected. A Shareholder wishing to
suggest to the Nominating Committee, a candidate for election at the Trust's
2006 Annual Meeting of Shareholders must submit the required information to the
Trust and such information must be received by the Trust no later than October
28, 2005.

THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT THE SHAREHOLDERS VOTE
IN FAVOR OF THE NOMINEE, ROBERT S. HEKEMIAN, FOR A THREE (3) YEAR TERM 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.

February 28, 2005 John A. Aiello, Secretary

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 13, 2005

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby nominates and appoints Donald W. Barney and John A.
Aiello, Esq. 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 18, 2005, 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 13, 2005 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:
With-
For hold

Robert S. Hekemian |_| |_|
for a three (3) year term

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 Date
Proxy in the box below
________________________________________________________________________________

________________________________________________________________________________
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.

_______________________________________