[GRAPHIC-STOCK CERTIFICATE OF FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY]

     
                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY

                                                               CUSIP 336142 10 4
                CREATED IN NEW JERSEY BY A DECLARATION OF TRUST
                                             SEE REVERSE FOR CERTAIN DEFINITIONS


THIS Certifies that







is the owner of

  FULLY PAID AND NON-ASSESSABLE  SHARES OF BENEFICIAL INTEREST, NO PAR VALUE, OF
FIRST REAL ESTATE  INVESTMENT  TRUST OF NEW JERSEY  transferable on the books of
the Trust by the holder  hereof in person or by duly  authorized  attorney  upon
surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all of the provisions
specified in the  Declaration  of Trust and any  amendments  thereto,  to all of
which the hereby holder, by acceptance hereof, assents.
  Under the terms of the Declaration of Trust,  the Trust may refuse to transfer
shares if such  transfer may endanger the  qualification  of the Trust as a Real
Estate Investment Trust, pursuant to Section 856 et seq. of the Internal Revenue
Code of 1986, as amended.

                    This  certificate  is not  valid  unless  countersigned  and
                    registered by the Transfer  Agent and Registrar. WITNESS the
                    seal of the Trust and the  signature of its duly  authorized
                    officers.

Dated:


[GRAPHIC-SEAL]
FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY 1961



/s/                           /s/
- -------------------           ---------------------
Treasurer                     Chairman of the Board

                                              Countersigned and Registered:
                                                  REGISTRAR AND TRANSFER COMPANY
                                                           (New Jersey)

                                                               Transfer Agent
                                                               and Registrar,

                                                         Authorized Signature

                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY


     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common 

TEN ENT - as tenants by the entireties

JT TEN  - as joint tenants with right 
          of survivorship and not as
          tenants in common

UNIF GIFT MIN ACT - _________ Custodian __________
                      (Cust)              (Minor)

                    under Uniform Gifts to Minors

                    Act __________________________
                                (State)

    Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _______________ hereby sell, assign and transfer unto

  PLEASE INSERT SOCIAL SECURITY OR OTHER
       IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________

________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee

________________________________________________________________________________

________________________________________________________________________________

______________________________________________________________   Shares ________
of  Beneficial Interest  represented by  the  within certificate, and  do hereby
irrevocably constitute and appoint _____________________________________________

________________________________________________________________________________
Attorney to transfer the said shares on the books of the within-named Trust with
power of substitution in the premises.

Dated, ________________________________
                                       _________________________________________

NOTICE:  The  signature  to this  assignment  must  correspond  with the name as
written upon the face of the cerficate, in every particular,  without alteration
or enlargement, or any change whatever.