SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

ONE LIBERTY PROPERTIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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ONE LIBERTY PROPERTIES, INC.
60 CUTTER MILL ROAD
SUITE 303
GREAT NECK, NEW YORK 11021
(516) 466-3100

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 10, 2002
9:00 A.M., EASTERN TIME
SUITE 303
60 CUTTER MILL ROAD
GREAT NECK, N.Y. 11021

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AGENDA

1. To elect three directors to hold office for a term expiring in
2005.

2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditor for 2002.

3. To transact any other business properly brought before the
meeting.

Holders of record at the close of business on April 22, 2002 will be
entitled to notice of the annual meeting and may vote at the meeting and any
adjournment thereof.

To assure that your vote will be counted, please complete, date and sign
the enclosed proxy and return it in the enclosed prepaid envelope, whether or
not you plan to attend the meeting. Registered holders can also vote by
telephone by calling 1-800-PROXIES (776-9437) or via the Internet by accessing
www.voteproxy.com. Telephone and internet voting information is provided on the
proxy card. Your proxy may be revoked in the manner described in the
accompanying proxy statement at any time before it has been voted at the
meeting.

By Order of the Board of Directors

MARK H. LUNDY,
Secretary

Dated: April 26, 2002

TABLE OF CONTENTS

<Table>
<Caption>
PAGE NO.
--------

General..................................................... 1
About the Meeting and Voting................................ 1
Election of Directors....................................... 3
Nominees for election to serve until the 2005 Annual
Meeting................................................ 3
To continue in office until the 2004 Annual Meeting....... 3
To continue in office until the 2003 Annual Meeting....... 4
Directors' Meetings; Committees of the Board.............. 4
Section 16(a) Beneficial Ownership Compliance............. 5
Principal Stockholders...................................... 5
Security Ownership of Directors and Officers................ 6
Executive Compensation...................................... 7
Report of the Compensation Committee of the Board of
Directors on Executive Compensation.................... 7
Summary Compensation Table................................ 8
One Liberty Pension Plan.................................. 9
Stock Option Information.................................. 9
Stock Options Granted, Exercised and Fiscal Year End
Option Values in 2001.................................. 9
Performance Graph........................................... 11
Certain Relationships and Related Transactions.............. 12
Ratification of Ernst & Young LLP as Independent Auditor.... 13
Report of the Audit Committee............................... 14
Disclosure of Auditor Fees................................ 14
Additional Information...................................... 15
Appendix A -- Audit Committee Charter....................... A-1
</Table>

ONE LIBERTY PROPERTIES, INC.
60 CUTTER MILL ROAD
SUITE 303
GREAT NECK, NEW YORK 11021
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PROXY STATEMENT
FOR ANNUAL MEETING TO BE HELD
JUNE 10, 2002
---------------------

GENERAL

Our board of directors is furnishing you this proxy statement to solicit
proxies on its behalf to be voted on at the 2002 Annual Meeting of Stockholders
of One Liberty Properties, Inc. The meeting will be held at our offices, Suite
303, 60 Cutter Mill Road, Great Neck, N.Y. on June 10, 2002 at 9:00 a.m.,
eastern time. The proxies may also be voted at any adjournments or postponements
of the meeting.

The mailing address of our principal executive offices is Suite 303, 60
Cutter Mill Road, Great Neck, N.Y. 11021. We are first sending the proxy
materials to stockholders on April 26, 2002.

All properly executed proxies, and all properly completed proxies submitted
by telephone or by the Internet, that are delivered pursuant to this
solicitation will be voted at the meeting in accordance with the directions
given on the proxy, unless the proxy is revoked before the meeting.

ABOUT THE MEETING AND VOTING

Q: What is the purpose of the annual meeting?

A: At our annual meeting, stockholders will vote on the matters listed in the
accompanying notice of meeting; namely the election of three directors
(Patrick J. Callan, Jr., Charles Biederman and Marshall Rose), ratification
of the appointment of the independent auditor (Ernst & Young LLP) for 2002,
and such other matters as may properly come before the meeting.

Q: Who is entitled to vote?

A: We are mailing this proxy statement on or about April 26, 2002 to our
stockholders of record on April 22, 2002. The record date was established by
our board of directors. Stockholders as of the close of business on the
record date of April 22, 2002 are entitled to vote their shares of Common
Stock and $16.50 Cumulative Convertible Preferred Stock held on that date.
Each outstanding share of Common Stock is entitled to one vote and each
outstanding share of Preferred Stock is entitled to one-half vote. The
Common Stock and Preferred Stock will vote together as a single class. As of
the record date there were outstanding and entitled to vote at the meeting
3,084,561 shares of Common Stock and 648,058 shares of Preferred Stock.

Q: How do I vote?

A: If you complete, sign and date the accompanying proxy card and return it in
the prepaid envelope, your shares will be voted confidentially and according
to your instructions. If you do not mark any selections but return the
signed proxy card, your shares will be voted by the proxies named on the
proxy card in favor of the three nominees for election as directors and for
the proposal to ratify the appointment of Ernst & Young LLP as the
independent auditor for 2002. The proxy of a stockholder who is a
participant in our Dividend Reinvestment Plan will also serve as an
instruction to vote the shares held for the account of the participant in
the manner indicated on the proxy card. Registered holders (those who hold
shares directly rather than through a bank or broker) can simplify their
voting by calling 1-800-PROXIES (776-9437) or by accessing the Internet
website www.voteproxy.com. Telephone voting information and internet voting
information is provided on the proxy card. If you do vote by telephone or
via the internet, it is not necessary to return your proxy card. If you
attend the meeting, you may deliver your completed proxy or vote in person.

If a stockholder wishes to name as a proxy someone other than the proxies
named on the proxy card, he or she may do so by crossing out the name of the
designated proxies and inserting the name of another person. In that case it
will be necessary to sign the proxy card and deliver it to the person so
named and for the person so named to be present at and vote at the meeting.
Proxy cards so marked should not be mailed to us or American Stock Transfer
and Trust Company.

Q: Who will count the vote?

A: Representatives of American Stock Transfer and Trust Company will tabulate
the votes and act as inspector of elections.

Q: Can I revoke my proxy before it is exercised?

A: A stockholder who holds stock in his or her name may revoke a proxy with a
later dated, properly executed proxy or written revocation delivered to the
Secretary at any time before the polls for the meeting are closed. The proxy
holders' powers may also be suspended if you attend the meeting and notify
the Secretary at the meeting that you would like to change your vote or vote
in person. A stockholder who holds stock in a brokerage account must contact
the broker and comply with the broker's procedures if he or she wants to
revoke or change the instructions that the stockholder returned to the
broker. Attendance at the meeting will not automatically revoke a previously
granted proxy.

Q: What constitutes a quorum?

A: A quorum must be present at the meeting for business to be conducted. A
quorum is the presence in person or by proxy of stockholders holding a
majority of the voting power. Abstentions and withhold-authority votes will
be included for purposes of determining a quorum and for purposes of
calculating the vote, but will have the same effect as a vote against the
proposal. Broker non-votes will be included for purposes of determining a
quorum, but will not be considered to be represented at the meeting for
purposes of calculating the vote, so they will not affect the outcome of any
proposal.

Q: How many votes does it take to approve the items to be voted upon?

A: Directors are elected by the affirmative vote of a plurality of the voting
power present at the meeting in person or by proxy. This means that assuming
a quorum is present at the meeting, the three director nominees will be
elected if each receives a majority of the votes cast for directors. The
affirmative vote of a majority of the shares having voting power present in
person or represented by proxy at the meeting is needed to ratify the
appointment of Ernst & Young LLP as the independent auditor for 2002.

Q: Who is soliciting my vote and who pays the cost?

A: Our board of directors is soliciting votes for the meeting and we will pay
the entire cost of the solicitation, including preparing and mailing this
proxy statement. We will reimburse banks, brokerage firms, custodians,
nominees and fiduciaries for their reasonable expenses in sending proxy
materials to the beneficial owners of shares of Common Stock and Preferred
Stock. Proxies may also be solicited personally, by mail, by telephone, by
facsimile or by telegraph, by our directors, officers or other employees,
without remuneration other than regular compensation.

Q: When are stockholder proposals due for the year 2003 Annual Meeting?

A: If a stockholder wants a proposal to be included in our proxy statement for
the 2003 annual meeting of stockholders, the proposal, in writing and
addressed to the Secretary, must be received by us no later than December
26, 2002. Upon timely receipt of any such proposal, we will determine
whether or not to include such proposal in the proxy statement in accordance
with applicable regulations governing the solicitation of proxies.

Q: What other information about One Liberty is available?

A: Stockholders can call (516) 466-3100 or write us at 60 Cutter Mill Road,
Great Neck, NY 11021, Attention: Secretary to request a copy of our Annual
Report on Form 10-K. This and other important information about us is also
available on our web site which is available at www.1liberty.com. Our Annual
Report to Stockholders accompanies this Proxy Statement.

ELECTION OF DIRECTORS
(ITEM 1)

Pursuant to our by-laws, the number of directors was increased by our board
of directors from eight to nine directors effective as of the 2002 annual
meeting. The board is divided into three classes. Each class is elected to serve
a three year term and classes are elected on a staggered basis. The terms of
Charles Biederman and Marshall Rose expire at the 2002 Annual Meeting. Each has
been nominated by the board of directors to stand for reelection at the meeting
to hold office until our 2005 Annual Meeting and until his successor is elected
and qualifies. The board of directors has also nominated Patrick J. Callan, Jr.,
who is not currently a director, to be elected at the meeting to hold office
until our 2005 Annual Meeting and until his successor is elected and qualifies.
Biographical information for each of the nominees is provided below.

It is not contemplated that any of the nominees will be unable to stand for
election. Should any nominee become unavailable for election, all proxies
(except proxies marked to the contrary) will be voted for the election of a
substitute nominee nominated by the board of directors.

If any director is unable to serve his full term, the board, by majority
vote of the directors then in office, may designate a substitute. The director
chosen by the board shall hold office for a term expiring at the annual meeting
of stockholders at which the term of the class to which the director has been
elected expires.

The affirmative vote of a plurality of the voting power of stockholders
present in person or represented by proxy at the meeting is required for the
election of each nominee for director. The board of directors recommends a vote
FOR the election of Charles Biederman, Patrick J. Callan, Jr. and Marshall Rose
as directors. Unless otherwise specified, the proxies received will be voted for
the election of the listed nominees.

The following table sets forth certain information, as to the nominees for
director and directors whose terms will continue after the annual meeting.

NOMINEES FOR ELECTION TO SERVE UNTIL THE 2005 ANNUAL MEETING

<Table>
<Caption>
PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS AND
NAME AND AGE OTHER DIRECTORSHIPS OR SIGNIFICANT AFFILIATIONS
- ------------ ----------------------------------------------------------

Charles Biederman...................... Director since June 1989; Real estate developer;
68 Years Consultant to Sunstone Hotel Investors LLC since November
1999; Executive Vice President of Sunstone Hotel Investors
Inc. from September 1994 to November 1999 and Vice
Chairman from January 1998 to November 1999; President of
Woodstone Homes, Inc. since 1994.
Patrick J. Callan, Jr.................. Vice President of Real Estate of Kimco Realty Corporation,
40 Years a real estate investment trust which owns and operates
neighborhood and community shopping centers, from May 1998
to present; Director of Real Estate for Kimco Realty
Corporation from November 1990 to May 1998.
Marshall Rose.......................... Director since June 1989; Real estate developer; Chairman
65 Years of the Georgetown Group, Inc., a real estate consultant
and investor; Director of Estee Lauder, Inc.; Chairman
Emeritus of the New York Public Library.
</Table>

TO CONTINUE IN OFFICE UNTIL THE 2004 ANNUAL MEETING
Joseph A. Amato........................ Director since June 1989; Real estate developer; President
67 Years and sole shareholder of the Kent Companies Inc., an owner,
manager and developer of income producing real estate.
Jeffrey A. Gould....................... Director since December 1999; Senior Vice President of the
36 Years company; Trustee, President and Chief Executive Officer of
BRT Realty Trust, a mortgage real estate investment trust;
Senior Vice President of Georgetown Partners, Inc., the
managing general partner of Gould Investors L.P., a
limited partnership primarily engaged in real estate
ownership.
</Table>

<Table>
<Caption>
Matthew J. Gould. Director since December 1999; President and Chief Executive
42 Years Officer of the Company from June, 1989 to December, 1999 and a
Senior Vice President of the Company since December, 1999;
President of Georgetown Partners, Inc.; Senior Vice President of
BRT Realty Trust.

</Table>

TO CONTINUE IN OFFICE UNTIL THE 2003 ANNUAL MEETING
James J. Burns......................... Director since June 2000; Senior Vice President and Chief
62 Years Financial Officer of Wellsford Real Properties, Inc., a
real estate merchant banking company, from October 1999 to
the present; Partner of Ernst & Young LLP, certified
public accountants, and its predecessor from December 1977
to September 1999; Director of Cedar Income Fund Ltd., a
publicly traded real estate investment trust engaged in
the ownership, management and leasing of retail
properties.
Fredric H. Gould....................... Chairman of the Board of the Company since June 1989 and
66 Years Chief Executive Officer from December 1999 to December
2001; Chairman of Georgetown Partners, Inc.; Chairman of
the Board of BRT Realty Trust and President of REIT
Management Corp., advisor to BRT Realty Trust; Director of
East Group Properties, Inc., a real estate investment
trust engaged in the acquisition, ownership and
development of industrial properties; Director of Yonkers
Financial Corp., the holding company for the Yonkers
Savings and Loan Association, F.A.
Arthur Hurand.......................... Director since June 1989; Private investor; Trustee of BRT
85 Years Realty Trust.
Fredric H. Gould is the father of Jeffrey A. Gould and Matthew J. Gould.
</Table>

DIRECTORS' MEETINGS; COMMITTEES OF THE BOARD

Our board of directors generally holds quarterly meetings. When
appropriate, directors take action by unanimous consent. In 2001 the board of
directors held 3 meetings and transacted business on 2 occasions by unanimous
consent. Each director attended all of the meetings of the board of directors
during 2001 except that Joseph A. Amato was not in attendance at one meeting.
Each independent non-employee director was paid an annual retainer of $15,000
for services as a director in 2001. Each committee member receives an annual
retainer of $4,000 for services as a committee member and the chairman of a
committee receives an additional annual retainer of $1,000.

Messrs. James J. Burns, Charles Biederman and Joseph A. Amato constitute
the Audit Committee and the Compensation Committee. The Audit Committee reviews
with our independent auditor the scope and results of the annual audit, the
quarterly financial statements, the adequacy of internal accounting and
financial controls, our real estate investment trust status, the professional
services furnished by the independent auditor, the independence of the
independent auditor, and recommends the selection of the independent auditor to
our board of directors. The board of directors has adopted a written charter for
the Audit Committee. All three members of the Audit Committee are "independent"
as the term is defined in the American Stock Exchange Listing Standards. The
Audit Committee met four times in 2001 and has recommended the selection of the
independent auditor to our board of directors.

The Compensation Committee is responsible for setting and administering the
policies which govern compensation for executive officers and for administering
all aspects of the Stock Option Plans. The Compensation Committee held one
meeting in 2001.

We do not have a nominating committee or any committee performing similar
functions.

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 ("Section 16(a)")
requires executive officers and directors, and persons who beneficially own more
than 10% of our shares, to file Initial Reports of Ownership and Reports of
Changes in Ownership with the Securities and Exchange Commission and the
American Stock Exchange. Executive officers, directors and greater than 10%
beneficial owners are required by SEC regulations to furnish us with copies of
all Section 16(a) forms they file. We prepare and file the requisite forms on
behalf of our executive officers and directors. Based on a review of information
supplied to us by our executive officers and directors, we believe that all
Section 16(a) filing requirements applicable to our executive officers,
directors and greater than 10% beneficial owners were complied with in 2001
except that Matthew J. Gould filed an amendment to the Form 4 for the month of
December 2001, which was timely filed, to report shares previously acquired by
him pursuant to our cash distribution reinvestment plan.

PRINCIPAL STOCKHOLDERS

The table below indicates those persons management believes to be
beneficial owners of more than 5% of our voting power as of the record date for
the Annual Meeting.

<Table>
<Caption>
NUMBER OF SHARES OF PERCENT OF PERCENT OF
NAME AND ADDRESS STOCK BENEFICIALLY OWNED STOCK VOTING POWER
- ---------------- ------------------------ ---------- ------------

Gould Investors L.P.(1)........................ 542,397 Common 17.1 15.5
60 Cutter Mill Road
Great Neck, NY 11021
Fredric H. Gould(1)............................ 1,013,804 Common(2)(4) 32.0 29.1
60 Cutter Mill Road 7,772 Preferred(2) 1.2
Great Neck, NY 11021
Matthew J. Gould(1)............................ 714,350 Common(3)(4) 22.5 20.6
60 Cutter Mill Road 8,900 Preferred(3) 1.4
Great Neck, NY 11021
</Table>

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

(1) Fredric H. Gould is the sole shareholder, sole director and chairman of the
board of the corporate managing general partner of Gould Investors L.P. and
sole member of a limited liability company which is a general partner of
Gould Investors L.P. Matthew J. Gould is president of the corporate managing
general partner of Gould Investors L.P.

(2) Includes 243,987 shares of Common Stock owned directly, 542,397 shares of
Common Stock owned by Gould Investors L.P. and 222,920 shares of Common
Stock owned by entities and trusts over which Mr. Gould has sole or shared
voting and dispositive power. Includes 272 shares of Preferred Stock owned
by trusts over which Mr. Gould has shared voting and dispositive power. Does
not include 47,566 shares of Common Stock and 2,800 shares of Preferred
Stock owned by Mr. Gould's spouse, as to which shares Mr. Gould disclaims
any beneficial interest.

(3) Includes 146,134 shares of Common Stock owned directly, 18,819 shares of
Common Stock owned as custodian for minor children (as to which shares Mr.
Gould disclaims any beneficial interest), and 542,397 shares of Common Stock
owned by Gould Investors L.P. With respect to the Preferred Stock, 6,700
shares are owned directly and 2,200 shares are owned as custodian for minor
children (as to which shares Mr. Gould disclaims any beneficial interest).
Does not include 3,552 shares of Common Stock owned by Mr. Gould's spouse,
as to which shares Mr. Gould disclaims any beneficial interest.

(4) Includes all currently exercisable options and options which are exercisable
within 60 days.

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

The following table shows the Common Stock and Preferred Stock ownership of
our directors, the nominees for election as directors, executive officers named
in the Summary Compensation Table and directors and executive officers as a
group as of the record date for the meeting.

<Table>
<Caption>
COMMON STOCK PREFERRED STOCK EXERCISABLE PERCENT OF
NAME OWNED OWNED OPTIONS VOTING POWER
- ---- ------------ --------------- ----------- ------------

Joseph A. Amato........................... 0 0 0 --
James J. Burns............................ 2,000 0 0 *
Charles Biederman......................... 5,000 0 0 *
Patrick J. Callan, Jr..................... 0 0 0 --
Jeffrey Fishman(1)........................ 13,200 0 3,375 *
Fredric H. Gould(1)(2)(3)................. 1,009,304 7,772 4,500 29.1
Jeffrey A. Gould(1)(4).................... 122,516 4,002 11,625 3.9
Matthew J. Gould(1)(2)(5)................. 707,350 8,900 7,000 20.6
Arthur Hurand............................. 45,976 0 0 1.3
Marshall Rose(6).......................... 158,769 0 0 4.5
Directors and officers as a group
(18 individuals)(1)..................... 1,677,058 35,224 89,100 51.1
</Table>

* Less than 1%
- ---------------

(1) Includes all currently exercisable options and options which are exercisable
within 60 days.

(2) Fredric H. Gould is the sole shareholder, sole director and chairman of the
board of the corporate managing general partner of Gould Investors L.P. and
sole member of a limited liability company which is a general partner of
Gould Investors L.P. Matthew J. Gould is president of the corporate managing
general partner of Gould Investors L.P. Gould Investors L.P. owns 542,397
shares of Common Stock.

(3) Includes 243,987 shares of Common Stock owned directly, 542,397 shares of
Common Stock owned by Gould Investors L.P. and 222,920 shares of Common
Stock owned by entities and trusts over which Mr. Gould has sole or shared
voting and dispositive power. Includes 272 shares of Preferred Stock owned
by trusts over which Mr. Gould has shared voting and dispositive power. Does
not include 47,566 shares of Common Stock and 2,800 shares of Preferred
Stock owned by Mr. Gould's spouse, as to which shares Mr. Gould disclaims
any beneficial interest.

(4) Includes 116,646 shares of Common Stock and 3,137 shares of Preferred Stock
owned directly and 5,870 shares of Common Stock and 865 shares of Preferred
Stock owned as custodian for minor children (as to which shares Mr. Gould
disclaims any beneficial interest). Does not include 2,228 shares of Common
Stock owned by Mr. Gould's spouse, as to which shares Mr. Gould disclaims
any beneficial interest.

(5) Includes 146,134 shares of Common Stock owned directly, 18,819 shares of
Common Stock owned as custodian for minor children (as to which shares Mr.
Gould disclaims any beneficial interest) and 542,397 shares of Common Stock
owned by Gould Investors L.P. With respect to the Preferred Stock, 6,700
shares are owned directly and 2,200 shares are owned as custodian for minor
children (as to which shares Mr. Gould disclaims any beneficial interest).
Does not include 3,552 shares of Common Stock owned by Mr. Gould's spouse,
as to which shares Mr. Gould disclaims any beneficial interest.

(6) Includes 23,148 shares of Common Stock owned directly and 135,621 shares of
Common Stock owned by entities and trusts over which Mr. Rose has sole or
shared voting and dispositive power.

EXECUTIVE COMPENSATION

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION

The Compensation Committee is composed of three independent non-employee
directors. The Compensation Committee is responsible for advising management and
the board of directors on matters pertaining to compensation arrangements for
executive employees, and also is responsible for administration of our stock
option plans.

In 2001 the only officers who were compensated directly by us were Jeffrey
Fishman, president and chief operating officer (Mr. Fishman was designated chief
executive officer effective January 1, 2002) and Lawrence G. Ricketts, Jr., vice
president, acquisitions. Other officers were on the payroll of Gould Investors
L.P. (or other affiliated entities) and pursuant to a shared services
arrangement between the company, Gould Investors L.P. and other affiliated
entities, payroll expenses were allocated to us based on the estimated time
devoted by the executive to our affairs in comparison to the estimated time
devoted by the executive to the affairs of the other entities which participate
in the sharing arrangement. The allocation for payroll expenses of all executive
officers of the company (7 in number) was $191,500 in the aggregate in 2001 and
did not exceed $44,000 as to any executive officer.

COMPENSATION OF CHIEF EXECUTIVE OFFICER

Fredric H. Gould, chairman of the board and chief executive officer did not
receive any compensation in 2001, except for stock option grants. Effective
January 1, 2002, the board of directors authorized an annual fee of $50,000 for
services rendered by him as chairman.

COMPENSATION OVERVIEW

The Compensation Committee has determined that the annual compensation of
executive officers will be composed of two elements: (i) an annual base salary
and annual bonus; and (ii) a long term component made up of stock options.

ANNUAL COMPONENT: BASE SALARY AND BONUS

Base salaries are determined based upon comparables in the real estate
investment trust community. The determination by the Compensation Committee of
base compensation is subjective in nature and is not based on any structured
formula. In determining compensation, in addition to looking at compensation
arrangements in the industry, the Committee takes into account the diligence and
expertise which the executive officer demonstrates in managing our business
affairs, and the Compensation Committee examines, among other things, the asset
size of the company, growth in the company's asset base, gross revenues,
operating income, funds from operations, cash distributions paid to common
stockholders and the market price of our Common Stock. None of these factors
individually will be determinative, but the Compensation Committee will examine
these measures to arrive at the base annual compensation of the executive
officers. In connection with the election of Jeffrey Fishman as president and
chief operating officer on December 6, 1999, the Compensation Committee, based
on negotiations between the executive officers of the company and Mr. Fishman,
approved base annual salary for Mr. Fishman of $200,000. The Compensation
Committee authorized an increase in Mr. Fishman's base annual salary to $250,000
effective January 1, 2002. The Compensation Committee's determination of 2002
base annual salary was based in a significant part on comparables in the real
estate investment community, the responsibilities of Mr. Fishman and our
performance and activities in 2001.

With respect to annual bonuses, the determination by the Compensation
Committee is subjective in nature and is not based on any structured plan or
formula. The Committee analyzes the company's progress and success in each year
taking into consideration, among other things, the success of the company's
property acquisition program, revenues and the increase thereof, net income,
funds from operations, cash distributions to common stockholders and market
price of the company's securities and will determine the appropriateness and
amount of a bonus, if any. At its March 2002 meeting, the Compensation Committee
recommended, and the board of directors authorized, payment of a $50,000 bonus
to Mr. Fishman. The bonus will be taken into account in computing 2002 earnings.

LONG TERM COMPENSATION: STOCK OPTIONS

Stock options are granted periodically to provide incentive for the
creation of shareholder value over the long term, since the full benefit of
compensation provided for under stock options cannot be realized unless there is
an appreciation in the price of the company's common stock over a number of
years. Under the stock option plans, options are granted at an exercise price
equal to the fair market value of the common stock on the date of grant and are
exercisable over a number of years (commencing six months after the date of
grant), in increments of 25% per year on a cumulative basis. Stock options are
the only form of long term incentive currently used by the company.

Since the Compensation Committee believes that the grant of options is a
valuable tool in providing incentive to executive officers and employees for the
creation of shareholder value, options are usually granted annually.

Respectfully submitted,

Compensation Committee

Joseph A. Amato
Charles Biederman
James J. Burns

SUMMARY COMPENSATION TABLE

The following summary compensation table includes information with respect
to compensation paid and accrued for services rendered in all capacities during
the fiscal years ended December 31, 2001, 2000 and 1999 for our chief executive
officer and chief operating officer. Matthew J. Gould served as chief executive
officer from 1989 to December 1999. Jeffrey Fishman was elected chief operating
officer in December 1999 and was designated chief executive officer effective
January 1, 2002. Fredric H. Gould served as chief executive officer in 2000 and
2001, but, except for stock option grants, (see "Stock Option Information"
below) he did not receive any compensation in either year. No executive officer
other than Matthew J. Gould and Jeffrey Fishman, received, directly or
indirectly, annual compensation in 2001, 2000 or 1999 in excess of $100,000.

<Table>
<Caption>
LONG TERM COMPENSATION
---------------------------
ANNUAL COMPENSATION SECURITIES
------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY $ BONUS $ OPTIONS COMPENSATION $
- --------------------------- ---- -------- ------- ---------- --------------

Fredric H. Gould(1)................ 2001 -- -- 5,000 --
Chief Executive Officer 2000 -- -- 4,250 --
1999 -- -- 5,000 --
Matthew J. Gould(1)................ 2001 -- -- 5,000 --
Senior Vice President 2000 -- -- 4,250 --
1999 160,000 -- 5,000 10,971(4)
Jeffrey Fishman(2)................. 2001 200,000 50,000(3) 5,000 25,500(5)
President and Chief Operating 2000 200,000 -- 4,250 25,500(5)
Officer 1999 13,846 -- -- --
</Table>

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

(1) Mr. Matthew J. Gould, resigned as president and chief executive officer
effective December 6, 1999. He continues to serve as a senior vice
president. Fredric H. Gould, who has served as chairman of the board since
1989, was elected chief executive officer on December 6, 1999 and served as
chief executive officer through December 31, 2001. He did not receive any
compensation in 2001, 2000 or 1999, other than stock option grants (see
"Stock Option Information" below). Reference is made to the caption "Certain
Relationships and Related Transactions" for a discussion of fees paid to a
company controlled by Fredric H. Gould.

(2) Mr. Fishman was elected president and chief operating officer effective
December 6, 1999 and was designated chief executive officer effective
January 1, 2002.

(3) A bonus of $50,000 was authorized by the board of directors at its March
2002 meeting. This bonus, which was primarily in recognition of our progress
and success in 2001, will be paid in 2002 and will be taken into account in
computing 2002 earnings.

(5) The only type of Other Compensation for Matthew J. Gould was reimbursement
to REIT Management Corp., an affiliated entity, for an allocated portion of
his pension expense.

(6) The only type of Other Compensation for Jeffrey Fishman was a contribution
to our pension plan. He also received certain perquisites from us, which
were less than the level required for reporting.

ONE LIBERTY PENSION PLAN

We have adopted a non-contributory defined contribution pension plan
covering employees. The pension plan is administered by Fredric H. Gould, Simeon
Brinberg and David W. Kalish (Messrs. Brinberg and Kalish being non-director
officers). Annual contributions are based on 15% of an employee's annual
earnings, not to exceed $25,500 per employee. Partial vesting commences one year
after employment, increasing annually until full vesting is achieved at the
completion of five years of employment. The method of payment of benefits to
participants upon retirement is determined solely by the participant, who may
elect a lump sum payment or the purchase of an annuity, the amount of which is
determined primarily by the amount of contributions and the results of the
Plan's investments. For the year ended December 31, 2001, $25,500 was
contributed for the benefit of Jeffrey Fishman with two years of credited
service. One other officer participates in the Pension Plan, but his annual
compensation is less than $100,000.

STOCK OPTION INFORMATION

The board of directors adopted a stock option plan on October 16, 1989
covering 225,000 shares and a stock option plan on December 6, 1996 covering
125,000 shares. In March 2001, the board of directors approved an increase in
the number of the shares covered by the 1996 Plan to 225,000 shares. Both plans
and the amendment to the 1996 Plan have been approved by stockholders. Options
are granted at per share exercise prices at least equal to the fair market value
on the date of grant. Neither the 1989 Plan nor the 1996 Plan provides for stock
appreciation rights. No additional options can be granted under the 1989 Plan.

STOCK OPTIONS GRANTED, EXERCISED AND FISCAL YEAR END OPTION VALUES IN 2001

The following table sets forth information concerning the grant of stock
options in 2001 to the chairman and chief executive officer and president and
chief operating officer:

<Table>
<Caption>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM(3)
----------------------------------------------------------- ----------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDER GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE
NAME GRANTED(2) FISCAL YEAR ($/SH) EXPIRATION DATE 5% 10%
- ---- ---------- -------------- ----------- --------------- ------- -------

Fredric H. Gould(1)..... 5,000 8.7% 12.19 9/09/06 3,048 6,095
Jeffrey Fishman(1)...... 5,000 8.7% 12.19 9/09/06 3,048 6,095
</Table>

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

(1) On December 6, 1999 Fredric H. Gould, who has been chairman of the board
since June, 1989, was elected chief executive officer. Jeffrey Fishman was
elected president and chief operating officer on December 6, 1999. Effective
January 1, 2002, Jeffrey Fishman has been designated chief executive officer
by the board of directors. Fredric H. Gould continues to serve as chairman
of the board.

(2) Options were granted on March 9, 2001.

(3) These amounts, based on assumed appreciation rates of 5% and 10% prescribed
by the Securities and Exchange Commission rules, are not intended to
forecast possible appreciation of our stock price. These numbers do not take
into account certain provisions of the options providing for termination of
the options following termination of employment, non-transferability or
phased-in vesting. We did not use an alternate formula for a grant date
valuation as we are not aware of any formula which will determine with
reasonable accuracy a present value based on future unknown or volatile
factors. Future compensation resulting from option grants is based solely on
the performance of our stock price.

The following table sets forth information concerning option exercises by
our chief executive officer and president and chief operating officer in 2001
and the number and value of unexercised options held by them at December 31,
2001.

<Table>
<Caption>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END(2)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ----------- ------------- ----------- -------------

Fredric H. Gould(1)...... 11,625 $24,272 4,500 11,625 $ 2,250 $24,303
Jeffrey Fishman(1)....... -- -- 3,375 5,875 $11,747 $18,772
</Table>

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

(1) On December 6, 1999 Fredric H. Gould, who has been chairman of the board
since June 1989, was elected chief executive officer. Jeffrey Fishman was
elected president and chief operating officer on December 6, 1999. Effective
January 1, 2002, Jeffrey Fishman has been designated chief executive officer
by the board of directors. Fredric H. Gould continues to serve as chairman
of the board.

(2) The year end values represent the difference between the closing price of
the common stock on December 31, 2001 and the exercise price of the options.
The closing price of the common stock on the American Stock Exchange on
December 31, 2001 was $15.00.

PERFORMANCE GRAPH

The following graph assumes $100.00 was invested on December 31, 1996 in
our Common Stock, the S&P 500 Stock Index, the American Stock Exchange Market
Value Index and a peer group index (National Association of Real Estate
Investment Trusts Equity Index). The cumulative total shareholder return is
computed assuming reinvestment of dividends.
[PERFORMANCE GRAPH]

<Table>
<Caption>
Cumulative Total Return
---------------------------------------------------------
12/96 12/97 12/98 12/99 12/00 12/01
------- ------- ------- ------- ------- -------

ONE LIBERTY
PROPERTIES, INC. 100.00 119.58 113.71 130.88 121.76 183.41

S&P 500 100.00 133.36 171.47 207.56 188.66 166.24

AMEX MARKET VALUE 100.00 125.06 134.24 171.49 176.21 167.92

NAREIT EQUITY 100.00 120.26 99.21 94.63 119.58 136.24
</Table>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Fredric H. Gould, Chairman of our board of directors, is chairman of the
board of trustees of BRT Realty Trust, a mortgage lending REIT, chairman of the
board of directors and sole shareholder of the managing general partner of Gould
Investors L.P. and sole member of a limited liability company which is also a
general partner of Gould Investors L.P. Matthew J. Gould, one of our senior vice
presidents and directors is a senior vice president and trustee of BRT Realty
Trust and president of the managing general partner of Gould Investors L.P.
Jeffrey A. Gould, one of our senior vice presidents and directors is president,
chief executive officer and a trustee of BRT Realty Trust and a vice president
of the corporate managing general partner of Gould Investors L.P. Gould
Investors L.P. owns 18% of our outstanding common stock and 16% of our voting
rights. In addition, David W. Kalish, Simeon Brinberg, Mark H. Lundy and Israel
Rosenzweig, each of whom is an executive officer of our company, are also
executive officers of BRT Realty Trust and of the corporate managing partner of
Gould Investors L.P. Arthur Hurand, one of our directors is a trustee of BRT
Realty Trust. We also own 30,048 common shares of BRT Realty Trust, which is
less than 1% of its total voting power.

Our company and related entities, including Gould Investors L.P. and BRT
Realty Trust, occupy common office space and use certain personnel in common. In
2001, we paid Gould Investors L.P. $351,000 for general and administrative
expenses, including rent, telecommunication services, computer services,
bookkeeping, secretarial and other clerical services and legal and accounting
services. This amount includes an aggregate of $191,500, allocated to us for
services (primarily legal and accounting), performed by seven executive officers
who are not engaged by us on a full time basis. In addition we paid $32,615 to
the law firm of Brinberg & Lundy, a partnership in which Messrs. Brinberg and
Lundy are partners, for services rendered by Mark H. Lundy in connection with
potential property acquisitions, completed mortgage financings and our
involvement in a joint venture with an affiliate of Deutsche Bank A.G. The fees
paid to Brinberg & Lundy were capitalized. The allocation of common general and
administrative expenses is computed on a quarterly basis and is based on the
estimated time devoted by executive, administrative and clerical personnel to
the affairs of each participating entity. The services of secretarial personnel
generally are allocated on the same basis as that of the executive for whom each
secretary works.

In 2001 we paid to Majestic Property Management Corp., a company controlled
by the chairman of our board of directors and certain of our officers, brokerage
fees totaling $136,000 relating to $13.6 million principal amount of mortgages
placed on two of our properties. In addition, for the year ended December 31,
2001, this entity was paid a fee of $12,500 for supervision of improvements to a
property that we own. The fees paid to this entity were approved by our board of
directors, including a majority of the independent directors, and were based on
the fees which would be charged by unafiliated persons for comparable services
in the geographic area in which the properties for which the fees paid were
located. Our board of directors intended that fees paid to related parties would
not be greater than the fees which would have been paid to unaffiliated persons
for comparable services.

A management fee equal to 1% of rent is paid by our joint venture with an
affiliate of Deutsche Bank A.G. to Majestic Property Management Corp. The fee
for 2001 was $1,300.

During December 1999 and January and February of 2000, we made three loans
aggregating $240,000 to Jeffrey Fishman, our president and chief operating
officer. These loans were made for the express purpose of providing funds to Mr.
Fishman for the purchase of shares of our common stock in the open market and
was agreed to by us in the negotiations pertaining to Mr. Fishman's employment
by us as president and chief operating officer. He was elected president and
chief operating officer on December 6, 1999 and was designated chief executive
officer effective January 1, 2002. The largest amount outstanding by Mr. Fishman
to the company in 2001 was $240,000. As of April 15, 2002, $167,000 is
outstanding under the loans. The indebtedness matures in December, 2004. The
loans, which bear interest at the prime rate, are secured by the shares of the
company purchased with the proceeds and are personally guaranteed by Mr. Fishman
and his wife.

During October 1998, Gould Investors L.P. loaned $350,000 to Jeffrey
Fishman, our president and chief executive officer, and his wife. Mr. Fishman
was not our employee in 1998. The loan matured in October 2001

and was repaid prior to December 31, 2001. The loan was secured by interests in
several real estate partnerships in which we or Gould Investors L.P. are the
majority partners and Mrs Fishman is the minority partner. Mrs. Fishman is
currently a 5% equity owner in Elpans LLC, a limited liability company that owns
one of our properties located in Brooklyn, New York. Elpans LLC was formed, and
Mrs. Fishman acquired her interest in Elpans LLC prior to the time that Mr.
Fishman became our employee.

To the extent that we engage in any transactions with our affiliated
entities, it is our policy to provide that the terms of such transaction are no
more favorable to our affiliated entities than they would have been had such
entities contracted with an independent third party.

RATIFICATION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR
(ITEM 3)

The board of directors has appointed Ernst & Young LLP as the independent
auditor to examine our accounts for the 2002 fiscal year. Ernst & Young LLP has
been serving as our independent auditor for thirteen years. A member of Ernst &
Young LLP is expected to be in attendance at the meeting with the opportunity to
make a statement and respond to questions.

The board of directors recommends that stockholders vote FOR ratification
of the appointment of Ernst & Young LLP as independent auditor for fiscal 2002.
In the event that ratification of the board of director's selection of auditor
is not approved by the affirmative vote of a majority of the shares having
voting power present in person or represented by proxy at the meeting, the
selection of independent auditor will be reconsidered by the board of directors.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the board of directors is comprised of three
independent directors and operates under a written charter adopted by the board.
The charter, as amended, is attached hereto as Exhibit A. The Committee is
appointed by the board to assist the board in its oversight function by
monitoring, among other things, our financial reporting process, the
independence of the auditor, and the performance of the independent auditor and
our internal accounting department. It is the responsibility of our executive
management to prepare financial statements in accordance with generally accepted
accounting principles and of the independent auditor to audit those financial
statements.

In this context, the Committee has met and held discussions with management
and the independent auditor. Management represented to the Committee that the
company's year end consolidated financial statements were prepared in accordance
with generally accepted accounting principles, and the Committee has reviewed
and discussed the consolidated financial statements with management and the
independent auditor. In addition the Committee reviews the unaudited quarterly
financial statements prior to filing the Form 10-Q with the Securities and
Exchange Commission and issuance of the quarterly earnings press release. The
Committee discusses with the independent auditor matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication With Audit
Committee).

In addition, the Committee has discussed with the independent auditor, the
auditor's independence from the company and its management, including the
matters in the written disclosures and the letter from the independent auditor
required by the Independence Standards Board Standard No. 1 (Independence
Discussions With Audit Committees). Further, the Committee has reviewed the
auditor's fees, both for performing the audit and non-audit fees, considered
whether the provision of non-audit services by the independent auditor is
compatible with maintaining the auditor's independence and concluded that it is
compatible.

Further, the Committee meets with the independent auditor, with and without
management present, to discuss the results of their examinations, the
evaluations of the internal controls, and the overall quality of our financial
reporting.

Based on the reviews and discussions referred to above, the Committee
recommended that the audited financial statements be included in our Annual
Report on Form 10-K for the year ended December 31, 2001, for filing with the
Securities and Exchange Commission.

Each of the members of the Audit Committee is independent as defined under
the listing standards of the American Stock Exchange. The Committee recommended
to the board and the board has approved, subject to stockholder approval,
retention of Ernst & Young LLP as independent auditor for 2002.

Charles Biederman, Chairman
Joseph A. Amato
James J. Burns

DISCLOSURE OF AUDITOR FEES

The following is a description of the fees billed to us by Ernst & Young
LLP during the year ended December 31, 2001:

- Audit fees -- Audit fees paid and/or billed in connection with review and
audit of our annual financial statements for the year ended December 31,
2001 and review of our interim financial statements included in our
Quarterly Reports on Form 10-Q during the year ended December 31, 2001
totaled approximately $66,000.

- All other fees -- Fees billed by Ernst & Young LLP during the year ended
December 31, 2001 for all non-audit services rendered to us (which
consisted of tax related services and accounting services in connection
with acquisitions and potential acquisitions) totaled approximately
$15,000.

- Financial information systems design and implementation fees -- No fees
were paid to Ernst & Young LLP for financial information systems design
and implementation.

ADDITIONAL INFORMATION

As of the date of this proxy statement, we do not know of any business that
will be presented for consideration at the meeting other than the items referred
to in the Notice of the Meeting. If any other matter is properly brought before
the meeting for action by stockholders, the holders of the proxies will vote and
act with respect to the business in accordance with their best judgment.
Discretionary authority to do so is conferred by the enclosed proxy.

By order of the Board of Directors

MARK H. LUNDY,
Secretary

Great Neck, N.Y.
April 26, 2002

APPENDIX A

ONE LIBERTY PROPERTIES, INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

COMPOSITION: The Board of Directors annually elects, by
majority vote of the directors then in office,
the members, not fewer than three in number, of
the Audit Committee. The Board shall designate
one member to serve as chairman of the
Committee. All members of the Audit Committee
shall be independent non-executive directors
who are able to read and understand fundamental
financial statements, including the Company's
balance sheet, income statement and cash flow
statement, and at least one member of the
Committee shall have past employment experience
in finance or accounting, or requisite
professional certification in accounting or
other comparable experience or background,
including a current or past position as a chief
executive or financial officer or other senior
officer with financial oversight
responsibilities.

FUNCTIONS AND AUTHORITY: The functions and authority of the Audit
Committee include:

- Meeting periodically with Management and
the Company's independent auditor to review
the scope of the annual audit, policies
relating to internal accounting and
auditing procedures and controls,
significant accounting policies and
availability of alternative accounting
principles, adequacy of the Company's
internal controls and financial reporting
process, major financial risk exposures,
and the completed annual audit, including
footnote disclosure, related party
disclosure and any comments or
recommendations of the auditor.

- Reviewing with the Company's counsel legal
matters that may have a material impact on
the financial statements, the Company's
compliance with applicable laws and
regulations and any material reports or
inquiries received from regulators or
governmental agencies.

- Meeting at least annually with the chief
financial officer, the senior internal
auditing executive and the independent
auditor in separate executive sessions.

- Discussing with the independent auditor the
matters the independent auditor determines
are required to be discussed by Statement
on Auditing Standards No. 61.

- Reviewing, prior to filing, the Company's
annual report on Form 10-K and recommending
based on a review of the audited financial
statements with management and the
independent auditor inclusion of the
audited financial statements in the annual
report on Form 10-K.

- Discussing with management and the
independent auditor the matters the
independent auditor determines are required
to be discussed by the Statement on
Auditing Standards No. 71 regarding the
interim quarterly financial statements,
prior to

A-1

filing the Form 10-Q with the Securities
and Exchange Commission.

- Recommending to the Board each year the
selection of the Company's independent
auditor, which firm is ultimately
accountable to the Audit Committee and the
Board.

- Evaluating together with the Board the
performance of the Company's independent
auditor and, if so determined by the Audit
Committee, recommending that the Board
replace the independent auditor.

- Receiving report from the independent
auditor regarding the auditor's
independence, discussing such report with
the independent auditor, and if so
determined by the Audit Committee,
recommending that the Board take
appropriate action to satisfy itself of the
independence of the auditor.

- Actively engaging in a dialogue with the
independent auditor with respect to any
disclosed relationship or services that may
impact the objectivity and independence of
the independent auditor.

- Reviewing and approving the fees of the
auditor for both audit and non-audit
services.

- Approving professional non-audit services
provided by the independent auditor, giving
consideration to the possible effect of
providing such non-audit services on the
auditor's independence. In any event the
auditor shall not perform any consulting
services for the Company, other than
services related to tax advice and services
related to acquisitions or dispositions.

- Reviewing the programs maintained by the
Company with respect to compliance with law
and applicable regulations.

- Annually prepare a report to stockholders
as required by Securities and Exchange
Commission rules and regulations. The
report shall be included in the Annual
Proxy Statement.

- Reviewing the charter on an annual basis
and recommending to the Board appropriate
modifications or additions hereto. Have the
charter set forth in the Company's proxy
statement at least once every three years.

MEETINGS: The Audit Committee meets quarterly each fiscal year or more
frequently as circumstances dictate.

While the Audit Committee has the responsibilities and power set forth in
the Charter, it is not the duty of the Audit Committee to plan or conduct audits
or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles or
determine the adequacy of the internal and financial statement reporting
controls of the Company. These are the responsibilities of management and the
independent auditor. Nor is it the duty of the Audit Committee to conduct
investigations, to resolve disagreements, if any, between management and the
independent auditor or to assure compliance with laws and regulations.

A-2

ONE LIBERTY PROPERTIES, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
JUNE 10, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PREFERRED STOCK

The undersigned hereby appoints Simeon Brinberg and Mark H. Lundy, as
Proxies each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side, all the shares
of $16.50 Cumulative Convertible Preferred Stock of One Liberty Properties, Inc.
held of record by the undersigned on April 22, 2002 at the Annual Meeting of
Stockholders to be held on June 10, 2002 or any adjournments thereof.

(TO BE SIGNED ON REVERSE SIDE)
- --------------------------------------------------------------------------------

TO VOTE BY MAIL

Please date, sign and mail your proxy card in the envelope provided as soon as
possible.

TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)

Please call toll-free 1-800-PROXIES (776-9437) and follow the instructions. Have
your control number and the proxy card available when you call.

TO VOTE BY INTERNET

Please access the web page at www.voteproxy.com and follow the on-screen
instructions. Have your control number available when you access the web page.

YOUR CONTROL NUMBER IS
----------

1. Election of three Directors

[ ] FOR THE [ ] WITHHOLD AUTHORITY TO
NOMINEES VOTE FOR NOMINEE

Nominees: Charles Biederman, Patrick J. Callan,
Jr., Marshall Rose

[ ] INSTRUCTIONS: To withhold authority to
vote for a nominee, place an "X" in the
"Withhold Authority" box and strike a line
through the nominee's name.

For Against Abstain 2. Appointment of Ernst & Young LLP as independent
auditors for the year ending December 31, 2002.

[ ] [ ] [ ]

3. In their discretion, the Proxies are authorized
to vote upon such other business as may
properly come before the meeting.

This Proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder.

PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE:

Dated: , 2002
----------------------------------

L.S.
------------------------------------------

(NOTE: PLEASE SIGN EXACTLY, AS YOUR NAME
APPEARS HEREON. EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD INDICATE WHEN SIGNING,
GIVING FULL TITLE AS SUCH. IF SIGNER IS A
CORPORATION, EXECUTE IN FULL CORPORATE NAME
BY AUTHORIZED OFFICER. IF SHARES ARE HELD IN
THE NAME OF TWO OR MORE PERSONS, ALL SHOULD
SIGN.)

ONE LIBERTY PROPERTIES, INC.
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
JUNE 10, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
COMMON STOCK

The undersigned hereby appoints SIMEON BRINBERG AND MARK H. LUNDY, as
Proxies each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse side, all the shares
of Common Stock, $1.00 par value per share, of One Liberty Properties, Inc. held
of record by the undersigned on April 22, 2002 at the Annual Meeting of
Stockholders to be held on June 10, 2002 or any adjournments thereof.

(TO BE SIGNED ON REVERSE SIDE)
- --------------------------------------------------------------------------------

TO VOTE BY MAIL

Please date, sign and mail your proxy card in the envelope provided as soon as
possible.

TO VOTE BY TELEPHONE (TOUCH-TONE PHONE ONLY)

Please call toll-free 1-800-PROXIES (776-9437) and follow the instructions. Have
your control number and the proxy card available when you call.

TO VOTE BY INTERNET

Please access the web page at www.voteproxy.com and follow the on-screen
instructions. Have your control number available when you access the web page.

YOUR CONTROL NUMBER IS
----------

1. Election of three Directors

[ ] FOR THE [ ] WITHHOLD AUTHORITY TO
NOMINEES VOTE FOR NOMINEE

Nominees: Charles Biederman, Patrick J. Callan,
Jr., Marshall Rose

[ ] INSTRUCTIONS: To withhold authority to
vote for a nominee, place an "X" in the
"Withhold Authority" box and strike a line
through the nominee's name.

For Against Abstain 2. Appointment of Ernst & Young LLP as independent
auditors for the year ending December 31, 2002.

[ ] [ ] [ ]

3. In their discretion, the Proxies are authorized
to vote upon such other business as may
properly come before the meeting.

This Proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder.

PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE:

Dated: , 2002
----------------------------------

L.S.
------------------------------------------