URSTADT BIDDLE PROPERTIES INC.

321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830

---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MARCH 14, 2001

Notice is hereby given that the Annual Meeting of Stockholders of Urstadt
Biddle Properties Inc. will be held at the Hyatt Regency Greenwich, Old
Greenwich, Connecticut, on Wednesday, March 14, 2001, at 11:00 a.m. for the
following purposes:

1. To elect three Directors to serve for three years;

2. To ratify the appointment of Arthur Andersen LLP as the independent
auditors of the Company for one year; and

3. To transact such other business as may properly come before the meeting
or any adjournments thereof.

Stockholders of record as of the close of business on January 29, 2001 are
entitled to notice of and to vote at the Meeting.

WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING IN PERSON,
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE.

By Order of the Directors

/s/ Thomas D. Myers
-------------------
Thomas D. Myers
Secretary

February 2, 2001

URSTADT BIDDLE PROPERTIES INC.

321 RAILROAD AVENUE
GREENWICH, CONNECTICUT 06830

---------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 14, 2001

This Proxy Statement is furnished to stockholders of Urstadt Biddle
Properties Inc., a Maryland corporation (hereinafter called the "Company"), in
connection with the solicitation of proxies in the form enclosed herewith for
use at the Annual Meeting of Stockholders of the Company (the "Meeting") to be
held at the Hyatt Regency Greenwich, 1800 E. Putnam Avenue, Old Greenwich,
Connecticut, on March 14, 2001 at 11:00 a.m. for the purposes set forth in the
Notice of Meeting.

The solicitation is made on behalf of the Directors of the Company and the
costs of the solicitation will be borne by the Company. Directors, officers and
employees of the Company and its affiliates may also solicit proxies by
telephone, telegraph, fax or personal interview. The Company will reimburse
banks, brokerage firms and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy material to the
beneficial owners of the shares.

Holders of record of Common Shares and Class A Common Shares of the
Company as of the close of business on the record date, January 29, 2001, are
entitled to receive notice of, and to vote at, the Meeting. The outstanding
Common Shares and Class A Common Shares constitute the only classes of
securities entitled to vote at the Meeting. Each Common Share entitles the
holder thereof to one vote and each Class A Common Share entitles the holder
thereof to 1/20 of one vote. At the close of business on January 29, 2001,
there were 6,229,635 Common Shares issued and outstanding and 5,980,116 Class A
Common Shares issued and outstanding.

Shares represented by proxies in the form enclosed, if such proxies are
properly executed and returned and not revoked, will be voted as specified, but
where no specification is made, the shares will be voted as follows: (i) FOR
the election of the three Directors; (ii) FOR the ratification of the
appointment of Arthur Andersen LLP as the Company's independent auditors for
the ensuing fiscal year; and, in the named proxies' discretion, as to any other
matter which may properly come before the Meeting. To be voted, proxies must be
filed with the Secretary of the Company prior to voting. Proxies may be revoked
at any time before exercise by filing a notice of such revocation, by filing a
later dated proxy with the Secretary of the Company or by voting in person at
the Meeting.

The Annual Report to stockholders for the Company's fiscal year ended
October 31, 2000 has been mailed with or prior to this Proxy Statement. This
Proxy Statement and the enclosed proxy were mailed to stockholders on or about
February 2, 2001. The principal executive offices of the Company are located at
321 Railroad Avenue, Greenwich, Connecticut 06830 (telephone: 203-863-8200;
fax: 203-861-6755).

PROPOSAL 1. ELECTION OF DIRECTORS

Pursuant to Section 6.2 of the Articles of Incorporation, the Directors
are divided into three classes serving three-year terms. Three Directors are to
be elected at the Meeting. Messrs. Willing L. Biddle, E. Virgil Conway and
Charles D. Urstadt, comprising Class I, have been nominated for election as
Directors to hold office until the year 2004 Annual Meeting and until their
successors have been elected and shall qualify.

CLASS I
(NOMINATED FOR ELECTION BY
HOLDERS OF COMMON SHARES AND CLASS A
COMMON SHARES TO SERVE FOR THREE YEARS)

PRINCIPAL OCCUPATION DIRECTOR
FOR THE PAST FIVE YEARS CONTINUOUS TERM TO
NAME AND CURRENT DIRECTORSHIPS AGE SINCE EXPIRE
- ------------------------ ----------------------------------------------- ----- ------------ --------

Willing L. Biddle (E) President and Chief Operating Officer of the 39 1997 2004
Company since December 1996; Executive
Vice President (March 1996 -- December
1996); Senior Vice President-Management
(June 1995 -- March 1996); and Vice Presi-
dent -- Retail (April 1993 -- June 1995).

E. Virgil Conway (C) Chairman, Metropolitan Transportation Au- 71 1989 2004
thority (since 1995); Chairman, Financial Ac-
counting Standards Advisory Council (1992-
1995); Financial Consultant and Corporate
Director (since January 1989); Chairman and
Director, The Seamen's Bank for Savings, FSB
(1969-1989); Trustee, Consolidated Edison
Company of New York, Inc.; Director, Union
Pacific Corporation; Trustee, Phoenix Duff &
Phelps Mutual Funds; Trustee, Atlantic Mu-
tual Insurance Company; Director, Centennial
Insurance Company; Director, AccuHealth,
Inc.; Chairman, New York Housing Partner-
ship Development Corporation; Vice Chair-
man, Academy of Political Science; Trustee,
Pace University.

Charles D. Urstadt (E) Senior Managing Director, Brown Harris 41 1997 2004
Stevens, LLC; (since 1992); President and Di-
rector, Urstadt Property Company, Inc. (since
1990); Publisher, New York Construction News
(1984-1992); Member, Board of Consultants of
the Company (1991-1997); President and Di-
rector, East Side Association (1994-1997); Di-
rector, Friends of Channel 13; Board Member,
New York State Board for Historic Preserva-
tion; Director, New York Building Congress
( 1988-1992).

CLASS II
(TERM OF OFFICE EXPIRES IN 2002)

PRINCIPAL OCCUPATION DIRECTOR
FOR THE PAST FIVE YEARS CONTINUOUS TERM TO
NAME AND CURRENT DIRECTORSHIPS AGE SINCE EXPIRE
- ---------------------- ---------------------------------------------- ----- ------------ --------

Peter Herrick (A)(E) Retired Vice Chairman (1990-1992) and Direc- 73 1990 2002
tor, The Bank of New York; President and
Chief Operating Officer, The Bank of New
York (1982 to 1990); President and Director,
The Bank of New York Company, Inc. (1984
to 1992); Member, New York State Banking
Board (1990 to 1993); Director, Mastercard
International (1985-1992); Director, BNY
Hamilton Funds, Inc. (1992 to 1999).

George J. Vojta (A) Retired Vice Chairman and Director, Bankers 65 1999 2002
Trust Company (1992-1999); Executive Vice
President, Bankers Trust Company (1984-
1992); Member, New York State Banking
Board; Director, Private Export Funding Cor-
poration; Chairman, Wharton Financial Insti-
tutions Center; Chairman, The Westchester
Group, LLC; President, Financial Services Fo-
rum; Member, Council on Foreign Relations;
Director and Vice Chairman, St. Luke's/
Roosevelt Hospital.

CLASS III
(TERM OF OFFICE EXPIRES IN 2003)

Robert R. Douglass (C) Of Counsel, Milbank, Tweed, Hadley and 69 1991 2003
McCloy; Chairman and Director, Cedel Inter-
national; Chairman and Director, Clearstream
International; Retired Vice Chairman and Di-
rector, The Chase Manhattan Corporation
(1985 to 1993); Executive Vice President, Gen-
eral Counsel and Secretary, The Chase Man-
hattan Corporation (1976 to 1985); Trustee,
Dartmouth College (1983 to 1993); Chairman,
Downtown Lower Manhattan Association;
Chairman of Alliance for Downtown New
York; Director, Business Council for the
United Nations; Member, Council on Foreign
Relations.

PRINCIPAL OCCUPATION DIRECTOR
FOR THE PAST FIVE YEARS CONTINUOUS TERM TO
NAME AND CURRENT DIRECTORSHIPS AGE SINCE EXPIRE
- -------------------------- ---------------------------------------------- ----- ------------ --------

George H.C. Lawrence (C) President and Chief Executive Officer, 63 1988 2003
Lawrence Investing Company, Inc. (since
1970); Trustee, Sarah Lawrence College; Di-
rector, Westchester County Association; Se-
nior Vice President and Director, Kensico
Cemetery; Director, CLX Energy; Trustee, In-
dian River Hospital District.

Charles J. Urstadt (E) Chairman of the Board of Directors and Chief 72 1975 2003
Executive Officer of the Company (since Sep-
tember 1989); Chairman and Director, Urstadt
Property Company, Inc. (a real estate invest-
ment corporation); Trustee Emeritus, Pace
University; Director, Putnam Trust Company;
Trustee, Historic Hudson Valley; Retired
Trustee, Teachers Insurance and Annuity As-
sociation.

- ----------
(A) Member of Audit Committee;
(C) Member of Compensation Committee;
(E) Member of Executive Committee

During the fiscal year ended October 31, 2000, the Directors held four
meetings. The Directors have three standing committees: an Audit Committee, an
Executive Committee and a Compensation Committee. Each Director attended at
least 75% of the aggregate total number of meetings held during the fiscal year
by the Directors and by all committees of which such Director is a member,
except Paul D. Paganucci who was unable to attend one Board meeting and one
Committee meeting for reasons of ill health. Mr. Paganucci served as a Director
and a member of the Audit Committee throughout the year ended October 31, 2000
and until his resignation from the Board in January, 2001.

The Audit Committee held two meetings during the fiscal year ended October
31, 2000. The Audit Committee recommends to the Directors the independent
public accountants to be engaged by the Company, reviews with the Company's
independent public accountants and management the Company's quarterly financial
statements and internal accounting procedures and controls, and reviews with
the Company's independent public accountants the scope and results of the
auditing engagement. Messrs. Peter Herrick and George J. Vojta are the current
members of the Audit Committee.

The Compensation Committee, which makes recommendations to the Directors
concerning compensation and administers the Company's Stock Option Plan and
Restricted Stock Award Plan, held two meetings during the fiscal year ended
October 31, 2000. Messrs. E. Virgil Conway, Robert R. Douglass and George H.C.
Lawrence are the current members of the Compensation Committee.

The Executive Committee held no meetings during the fiscal year ended
October 31, 2000. In general, the Executive Committee may exercise such powers
of the Directors between meetings of the Directors as may be delegated to it by
the Directors (except for certain powers of the Directors which may not be
delegated). Messrs. Willing L. Biddle, Peter Herrick, Charles D. Urstadt and
Charles J. Urstadt are the current members of the Executive Committee.

The Directors do not have a nominating committee but act as a group on
such matters.

Section 16(a) Beneficial Ownership Reporting Compliance. Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires
the Directors and officers, and persons who own more than 10% of a registered
class of the Company's equity securities, to file initial reports of ownership
and reports of changes in ownership of such equity securities with the
Securities and Exchange Commission ("SEC"). Such persons are also required by
SEC regulations to furnish the Com-

pany with copies of all Section 16(a) forms they file. Based solely on a review
of the copies of such forms furnished to the Company, or written
representations that no Forms 5 were required, the Company believes that, with
respect to the period from November 1, 1999 through October 31, 2000, its
Directors, officers and greater than 10% beneficial owners complied with all
Section 16(a) filing requirements.

At the Annual Meeting, the stockholders of the Company will be requested
to elect three Directors, comprising Class I. The affirmative vote of the
holders of not less than a majority of the total combined voting power of all
classes of stock entitled to vote and present, in person or by properly
executed proxy, at the Annual Meeting, subject to quorum requirements, will be
required to elect a Director.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
APPROVAL OF THE NOMINEES FOR ELECTION AS DIRECTORS.

PROPOSAL 2. RATIFICATION OF APPOINTMENT OF
INDEPENDENT AUDITORS OF THE COMPANY

Arthur Andersen LLP, independent auditors, provided auditing services to
the Company during the fiscal year ended October 31, 2000. The Directors have,
subject to ratification by the stockholders of the Company, appointed Arthur
Andersen LLP to audit the financial statements of the Company for the ensuing
fiscal year and recommend to the stockholders that such appointment be
ratified. Representatives of Arthur Andersen LLP will be present at the Annual
Meeting with the opportunity to make a statement if they so desire. Such
representatives will also be available to respond to appropriate questions.

The affirmative vote of the holders of not less than a majority of the
total combined voting power of all classes of stock entitled to vote and
present, in person or by properly executed proxy, at the Annual Meeting,
subject to quorum requirements, will be required to ratify the appointment of
Arthur Andersen LLP as independent auditors of the Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP
AS INDEPENDENT AUDITORS OF THE COMPANY.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information as of January 5, 2001
available to the Company with respect to the shares of the Company (i) held by
those persons known to the Company to be the beneficial owners (as determined
under the rules of the SEC) of more than 5% of the Common Shares and Class A
Common Shares then outstanding and (ii) held by each of the Directors, each of
the executive officers named in the Summary Compensation Table below, and by
all of the Directors and such executive officers as a group:

5% BENEFICIAL OWNERS

CLASS A
NAME AND ADDRESS OF COMMON SHARES PERCENT COMMON SHARES PERCENT
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS BENEFICIALLY OWNED OF CLASS
- ------------------------------------------- -------------------- ---------- -------------------- ---------

Charles J. Urstadt ........................ 2,086,684(1) 32.9% 392,950(2) 6.4%
Urstadt Biddle Properties Inc.
321 Railroad Ave
Greenwich, CT 06830

Willing L. Biddle ......................... 567,767(3) 8.9% 131,175(4) 2.2%
Urstadt Biddle Properties Inc.
321 Railroad Ave
Greenwich, CT 06830

Countryside Square Limited Partnership (5) -0- 1,200,000 19.7%
c/o Urstadt Biddle Properties Inc.
321 Railroad Ave
Greenwich, CT 06830

Grace & White, Inc. (6) ................... 418,550 6.6% 378,350 6.2%
515 Madison Ave, Suite 1700
New York, NY 10022

- ----------
(1) Of these shares, 262,500 are owned by Urstadt Property Company, Inc., a
company of which Mr. Urstadt is the chairman, a director and a principal
stockholder, 1,595,850 shares are owned by two irrevocable trusts
established for Mr. Urstadt's adult children, 57,000 shares are owned by
Elinor Urstadt, Mr. Urstadt's wife, 5,534 shares are held by The Trust
Established Under the Urstadt Biddle Properties Inc. Excess Benefits and
Deferred Compensation Plan (the "Compensation Plan Trust") and 35,000
shares are owned by the Urstadt Conservation Foundation (the "Conservation
Foundation"), of which Mr. Urstadt and Elinor Urstadt are the sole
trustees. Mr. Urstadt disclaims beneficial ownership of any shares held by
the Conservation Foundation. See "Compensation and Transactions with
Management and Others" below.

(2) Of these shares, 204,150 shares are owned by two irrevocable trusts
established for Mr. Urstadt's adult children, 43,000 shares are owned by
Elinor Urstadt and 65,000 shares are owned by the Conservation Foundation.
Mr. Urstadt disclaims beneficial ownership of any shares held by the
Conservation Foundation. See "Compensation and Transactions with
Management and Others" below.

(3) Of these shares, 4,475 are owned beneficially and of record by Catherine U.
Biddle, Mr. Biddle's wife, and 1,992 are held by the Compensation Plan
Trust. The figure excludes 193,000 shares issuable upon exercise of
options which are not currently exercisable and which will not become
exercisable within 60 days. See "Report of Compensation Committee on
Executive Compensation" for information with respect to Mr. Biddle's right
to acquire Common shares or Class A Common shares or a combination of both
upon exercise of these options. See "Compensation and Transactions with
Management and Others" below.

(4) Of these shares, 4,475 are owned beneficially and of record by Catherine U.
Biddle. See "Compensation and Transactions with Management and Others"
below.

(5) The Company is the general partner of Countryside Square Limited
Partnership.

(6) Based upon information furnished to the Company by Grace & White, Inc.

DIRECTORS AND OFFICERS

COMMON CLASS A
SHARES BENEFICIALLY PERCENT COMMON SHARES
NAME OWNED (1) OF CLASS (1) BENEFICIALLY OWNED (2) PERCENT OF CLASS (2)
- ---------------------------------- --------------------- -------------- ------------------------ ---------------------

Charles J. Urstadt ............... 2,086,684 (3) 32.9% 392,950 (4) 6.4%
Willing L. Biddle ................ 567,767 (5) 8.9% 131,175 (6) 2.2%
E. Virgil Conway ................. 23,356 (7) * 75,249 (8)(9) 1.2%
Robert R. Douglass ............... 19,990 (10) * 29,896 (11) *
Peter Herrick .................... 39,856 (7) * 53,749 (8) *
George H.C. Lawrence ............. 34,391 (12) * 36,937 (13) *
Paul D. Paganucci ................ 18,856 (7) * 18,749 (8) *
Charles D. Urstadt ............... 16,091 (14) * 3,078 (15) *
George J. Vojta .................. 8,125 * 3,125 *
James R. Moore ................... 63,416 (16) 1.0% 74,029 (17) 1.2%
Raymond P. Argila ................ 42,666 (18) * 43,666 (19) *
Directors & Executive Officers
as a group (11) persons ......... 2,921,198 (20) 46.0% 862,603 (21) 14.2%

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

(1) The figures presented in this column (except for those relating to Charles
J. Urstadt, Willing L. Biddle, James R. Moore and Raymond P. Argila)
assume, in connection with the determination of the number of Common
Shares issuable upon exercise of options exercisable within 60 days by the
respective individuals listed below, that such individuals will elect the
Common Stock Option with respect to all of such options. See "Report of
Compensation Committee on Executive Compensation" for information with
respect to certain modifications of outstanding options granted under the
Company's Stock Option Plan as of August 14, 1998, the date of the Stock
Dividend. If any such individual elects the Combination Option or the
Class A Stock Option with respect to any or all of such options, the
number of Common Shares issuable upon exercise of options exercisable
within 60 days, the total number of Common Shares beneficially owned and
the Percent of Class would be less for such individual.

(2) The figures presented in this column (except for those relating to Charles
J. Urstadt, Willing L. Biddle, James R. Moore and Raymond P. Argila)
assume, in connection with the determination of the number of Class A
Common Shares issuable upon exercise of options exercisable within 60 days
by the respective individuals listed below, that such individuals will
elect the Class A Stock Option with respect to all of such options. See
"Report of Compensation Committee on Executive Compensation" for
information with respect to certain modifications of outstanding options
granted under the Company's Stock Option Plan as of August 14, 1998, the
date of the Stock Dividend. If any such individual elects the Combination
Option or the Common Stock Option with respect to any or all of such
options, the number of Class A Common Shares issuable upon exercise of
options exercisable within 60 days, the total number of Class A Common
Shares beneficially owned and the Percent of Class would be less for such
individual.

(3) This figure includes 262,500 Common Shares owned by Urstadt Property
Company, Inc., 1,595,850 Common Shares owned by two irrevocable trusts
established for Mr. Urstadt's adult children, 57,000 Common Shares owned
by Elinor Urstadt, Mr. Urstadt's wife, 5,534 Common Shares owned by the
Compensation Plan Trust and 35,000 Common Shares owned by the Urstadt
Conservation Foundation (the "Conservation Foundation"), of which Mr.
Urstadt and Elinor Urstadt are the sole trustees. Mr. Urstadt disclaims
beneficial ownership of any shares held by the Conservation Foundation.
See "Compensation and Transactions with Management and Others" below.

(4) This figure includes 204,150 Class A Common Shares owned by two
irrevocable trusts established for Mr. Urstadt's adult children, 43,000
Class A Common Shares owned by Elinor Urstadt and 65,000 Class A Common
Shares owned by the Urstadt Conservation Foundation. Mr. Urstadt disclaims
beneficial ownership of any shares held by such Foundation. See
"Compensation and Transactions with Management and Others" below.

(5) This figure includes 4,475 Common Shares owned by Catherine U. Biddle, Mr.
Biddle's wife and 1,992 Common Shares held of record by the Compensation
Plan Trust. This figure excludes 193,000 Common Shares issuable upon
exercise of options which are not currently exercisable and which will not
become exercisable within 60 days. Mr. Biddle is the son-in-law of Mr.
Urstadt. See "Compensation and Transactions with Management and Others"
below.

(6) This figure includes 4,475 Class A Common shares owned by Catherine U.
Biddle. See "Compensation and Transactions with Management and Others"
below.

(7) This figure includes 16,731 Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable
within 60 days. See "Compensation and Transactions with Management and
Others" below.

(8) This figure includes 16,624 Class A Common Shares issuable upon exercise
of options which are currently exercisable or which will become
exercisable within 60 days. See "Compensation and Transactions with
Management and Others" below.

(9) This figure includes 10,000 Class A Common Shares held of record by The
Conway Foundation of which Mr. Conway and his wife, Elaine Conway, are the
sole directors. Mr. Conway disclaims beneficial ownership of any shares
held by The Conway Foundation.

(10) This figure includes 14,765 Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable
within 60 days. See "Compensation and Transactions with Management and
Others" below.

(11) This figure includes 14,671 Class A Common Shares issuable upon exercise
of options which are currently exercisable or which will become
exercisable within 60 days. See "Compensation and Transactions with
Management and Others" below.

(12) This figure includes 8,866 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60
days. See "Compensation and Transactions with Management and Others"
below.

(13) This figure includes 8,812 Class A Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable
within 60 days. See "Compensation and Transactions with Management and
Others" below.

(14) This figure includes 2,966 Common Shares issuable upon exercise of options
which are currently exercisable or which will become exercisable within 60
days.

(15) This figure includes 2,953 Class A Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable
within 60 days.

(16) This figure includes 24,500 Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable
within 60 days. See "Compensation and Transactions with Management and
Others" below.

(17) This figure includes 10,613 Class A Common shares held of record by the
Compensation Plan Trust and 24,500 Class A Common Shares issuable upon
exercise of options which are currently exercisable or which will become
exercisable within 60 days. See "Compensation and Transactions with
Management and Others" below.

(18) This figure includes 20,000 Common Shares issuable upon exercise of
options which are currently exercisable or which will become exercisable
within 60 days. See "Compensation and Transactions with Management and
Others" below.

(19) This figure includes 20,000 Class A Common Shares issuable upon exercise
of options which are currently exercisable or which will become
exercisable within 60 days. See "Compensation and Transactions with
Management and Others" below.

(20) This figure excludes 193,000 Common Shares issuable upon exercise of
options which are not currently exercisable and which will not become
exercisable within 60 days, but includes 121,290 Common Shares issuable
upon exercise of options which are exercisable within 60 days.

(21) This figure includes 120,808 Class A Common Shares issuable upon exercise
of options which are exercisable within 60 days.

COMPENSATION AND TRANSACTIONS WITH MANAGEMENT AND OTHERS

Executive Officer Compensation

There is set forth below information concerning the annual and long-term
compensation paid by the Company during each of the three years ended October
31, 2000 to those persons who were, at October 31, 2000 (i) the chief executive
officer and (ii) the three other most highly compensated executive officers of
the Company constituting the only persons who were serving as executive
officers at such date.

SUMMARY COMPENSATION TABLE

NAME AND PRINCIPAL RESTRICTED # OPTIONS ALL OTHER
POSITION YEAR SALARY BONUS TOTAL STOCK(1) SARS COMPENSATION*
- ----------------------------- ------ ----------- ---------- ----------- ------------ ----------- --------------

Charles J. Urstadt, ......... 2000 $272,365 $30,000 $302,365 $217,515 0 $15,118
Chief Executive Officer 1999 $264,000 $35,000 $299,000 $245,625 0 $15,128
1998 $256,000 $40,000 $296,000 $402,500 0 $15,333

Willing L. Biddle, .......... 2000 $209,167 $30,000 $239,167 $290,020 593,000 $11,958
President and Chief 1999 $204,167 $25,000 $229,167 $327,500 0 $11,458
Operating Officer 1998 $197,612 $30,000 $227,612 $301,875 0 $11,381

James R. Moore, ............. 2000 $179,732 $20,000 $199,732 $ 79,756 0 $ 9,987
Executive Vice President 1999 $174,622 $17,000 $191,622 $ 90,063 0 $ 9,581
1998 $168,542 $20,000 $188,542 $115,719 0 $ 9,427

Raymond P. Argila, .......... 2000 $145,740 $ 5,000 $150,740 $ 29,002 0 $ 7,537
Senior Vice President 1999 $144,407 $ 5,000 $149,407 $ 32,750 0 $ 7,470
1998 $139,700 $ 6,000 $145,700 $ 50,313 0 $ 7,285

- ----------
* Consists of a discretionary contribution by the Company to the Company's
Profit Sharing and Savings Plan (the "401(k) Plan") allocated to an account
of the named executive officer and related excess benefit compensation.

(1) Amounts shown represent the dollar value on the date of grant. The
aggregate number of shares of restricted stock held on October 31, 2000
and the value thereof as of such date were as follows: Urstadt, 65,000
each of Class A Common and Common Shares ($922,188); Biddle, 75,000 each
of Class A Common and Common Shares ($1,064,063); Moore, 21,750 each of
Class A Common and Common Shares ($308,578); and Argila, 9,000 each of
Class A Common and Common Shares ($127,688). Restricted Stock vests at the
end of five years. Dividends on shares of restricted stock are paid as
declared.

Director Compensation

Other than Messrs. C.J. Urstadt and Biddle, each Director is entitled to
an annual retainer of $16,000 and compensation of $1,200 for each Director
meeting and each committee meeting attended.

Excess Benefits and Deferred Compensation Plan

Effective November 1, 1996, the Directors adopted the Urstadt Biddle
Properties Inc. Excess Benefits and Deferred Compensation Plan, a non-qualified
deferred compensation plan. The Plan is intended to provide eligible employees
with benefits in excess of the amounts which may be provided under the
Company's tax-qualified Profit Sharing and Savings Plan (a 401(K) plan), and to
provide such employees with the opportunity to defer receipt of a portion of
their compensation. Participation is limited to those employees who earn above
the limit on compensation under the Company's Profit Sharing and Savings Plan,
currently $170,000.

Under the Plan, a participant is credited with an amount equal to the
contributions which would have been credited to the participant if the $170,000
compensation limitation under the Profit Sharing and Savings Plan did not
apply.

Amounts credited under the Plan vest under the same rules as under the
Profit Sharing and Savings Plan. In addition, each Participant may elect to
defer the receipt of a portion of his or her compensation until a later date.
Amounts credited under the Plan are increased with interest at a rate set from
time to

time by the Compensation Committee. For the fiscal year ended October 31, 2000,
the Company paid annual interest of 7.5% on deferred compensation accounts. In
the event of a change of control (as defined in the Plan), the Compensation
Committee may in its discretion accelerate the vesting of benefits under the
Plan.

Effective as of January 1, 2000, the Excess Benefits and Deferred
Compensation Plan was amended by creating a trust to hold funds allocated under
the Plan. Members of the Compensation Committee act as trustees of the trust.
Eligible participants in the Plan may elect to have all or a portion of their
deferred compensation accounts in the Plan invested in the Company's Common
Stock, Class A Common Stock or such other securities as may be purchased by the
trustees in their discretion.

Change of Control Agreements

The Company has agreements with each of its executive officers, including
Messrs. Urstadt, Biddle, Moore and Argila, under which, in certain
circumstances following a Change of Control of the Company (as defined in such
agreements), the Company would pay severance benefits to such persons. If,
within 18 months following the Change of Control, the Company terminates the
executive's employment other than for cause, or if the executive elects to
terminate his employment with the Company for reasons specified in the
agreement, the Company will make a severance payment equal to a portion of such
person's base salary, together with medical and other benefits during such
period. Messrs. Urstadt, Biddle, Moore and Argila would each receive a
severance payment equal to their respective twelve month salaries plus
benefits. The salaries of Messrs. Urstadt, Biddle, Moore and Argila are
currently $275,000, $220,000, $190,000 and $150,000, respectively. Each of such
agreements has an indefinite term.

Stock Options

In connection with the Stock Dividend of August 14, 1998, the Board
directed the Compensation Committee to make certain fair and equitable
adjustments (the "Adjustments") to the Company's Stock Option Plan. (see
"Report of Compensation Committee on Executive Compensation".) On June 28,
2000, the Company amended and restated the Stock Option Plan (the "Amended
Plan") to reflect the Adjustments and certain amendments in connection with the
ability of the Company to make loans to employees and Directors of the Company
to facilitate the exercise of the options granted under the Amended Plan. Under
the Amended Plan, 824,093 shares of the Company's authorized but unissued
Common Shares and 743,003 shares of the Company's Class A Common Shares have
been reserved for issuance upon the exercise of options which have been or may
be granted under the Plan. The persons eligible to participate in the Plan are
such key employees of the Company as may be selected from time to time by the
Compensation Committee in its discretion, as well as non-employee Directors.
The Plan is administered by the Compensation Committee.

The following table sets forth information regarding a grant of stock
options made under the Amended Plan in the fiscal year ended October 31, 2000.
Of the executive officers named in the Summary Compensation Table, Mr. Biddle
is the only officer who received a grant of stock options.

OPTION GRANTS IN LAST FISCAL YEAR

% OF TOTAL AVERAGE
OPTIONS OPTIONS GRANTED EXERCISE OR GRANT DATE
GRANTED* TO EMPLOYEES BASE PRICE EXPIRATION PRESENT
NAME (#) IN FISCAL YEAR ($/SH) DATE VALUE**
- --------------------------- ---------- ----------------- ------------- ------------ -----------

Willing L. Biddle ......... 593,000 100% $ 6.813 7/05/10 $106,740

- ----------
* All options granted during the past fiscal year vest over eighteen months.

** Based on the Black-Scholes option pricing model adapted for use in valuing
executive stock options. The actual value, if any, an executive may realize
will depend on the excess of the stock price over the exercise price on the
date the option is exercised, so that there is no assurance the value
realized by an executive will be at or near the value estimated by the
Black-Scholes model. The estimated values under that model are based on
arbitrary assumptions as to variables such as interest rates, stock price
volatility and future dividend yield.

The Compensation Committee has authorized loans to finance the exercise of
stock options granted to executive officers. The loans have a ten-year term,
subject to extension at the discretion of the Compensation Committee, bear
interest at a fixed rate based upon the rate of interest applicable to United
States Ten Year Treasury Notes plus two percent and are secured by a pledge of
the related shares. The loans become due on termination of employment by the
Company, but are automatically extended for seven months following termination
of employment other than for cause, and for 13 months following termination of
employment occurring after a Change of Control of the Company. One loan is
outstanding to Willing L. Biddle in the principal amount of $3,002,094 and two
loans are outstanding to James R. Moore and Raymond P. Argila, each in the
principal amount of $133,534. Consistent with the Amended Plan, the loans to
Messrs. Moore and Argila were amended effective July 1, 2000 to reflect the
terms set forth above.

The following table sets forth, for the executive officers named in the
Summary Compensation Table, information concerning the fiscal year-end value of
unexercised options and SARs.

AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUES

# OF UNEXERCISED
CLASS A COMMON VALUE OF UNEXERCISED
AND COMMON SHARE IN-THE-MONEY
SHARES OPTIONS/SARS AT FY-END OPTIONS/SARS AT FY-END ($)
ACQUIRED ON VALUE ----------------------------- ---------------------------------
NAMES EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- -------------- ------------- ------------- --------------- ------------- -------------------

Charles J. Urstadt ...... -- -- 0 0 (1) $ 0 $ 0 (1)
Willing L. Biddle ....... -- -- 19,000 593,000 $2,297 $ 148,250 (2)
James R. Moore .......... -- -- 24,500 0 $2,563 $ 0
Raymond P. Argila ....... -- -- 20,000 0 $2,219 $ 0

(1) In June, 2000, Mr. Urstadt voluntarily surrendered options previously
granted to him which were exercisable for 294,500 Common and Class A
Common Shares.

(2) These figures assume that with respect to the options granted to Mr. Biddle
in 2000, he will elect to acquire all Common Shares. See "Report of
Compensation Committee on Executive Compensation" for information with
respect to Mr. Biddle's right to elect Common Shares, Class A Common
Shares or a combination of both. If Mr. Biddle elects to acquire some or
all Class A Common Shares with respect to any of such options, these
figures would be less.

Restricted Stock Plan

In March 2000, the stockholders approved the Amended and Restated
Restricted Stock Award Plan (the "Restricted Stock Plan"). Under the Restricted
Stock Plan, 350,000 shares each of the Company's authorized but unissued Common
Shares and Class A Common Shares have been reserved for issuance in connection
with restricted stock awards which have been or may be granted under the Plan.
The persons eligible to receive restricted stock awards are selected by the
Compensation Committee, in its discretion, from among management personnel who
are considered to have significant responsibility for the growth and
profitability of the Company and non-employee Directors. The Plan is
administered by the Compensation Committee.

Each restricted stock award is evidenced by a written agreement, executed
by both the relevant participant and the Company, setting forth all the terms
and conditions applicable to such award as determined by the Compensation
Committee. Such terms and conditions shall include (i) the length of the
restricted period of the award, (ii) the restrictions applicable to the award,
including (without limitation) the employment or directorship status rules
governing forfeiture, and the prohibition against the sale, assignment,
transfer, pledge or other encumbrance of the restricted stock during the
restricted period, and (iii) the eligibility to share in dividends and other
distributions paid to the Company's stockholders during the restricted period.

If a participant terminates employment or ceases to be a director prior to
the lapse of the restricted period by reason of death or disability, the
restrictions shall lapse on such date. If a participant terminates employment
by reason of Retirement (as defined in the Restricted Stock Plan), all awards
of Restricted Stock continue to vest as if Retirement had not occurred until
such time as the restrictions lapse.

The Compensation Committee has the authority to accelerate the time at
which the restrictions may lapse whenever it considers that such action is in
the best interests of the Company and of its stockholders, whether by reason of
changes in tax laws, a "change in control" (as defined in the Plan), or
otherwise.

REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee, which is composed of three independent outside
Directors, is responsible for making recommendations to the Board concerning
compensation and for administering the Company's Stock Option Plan and
Restricted Stock Plan. The Compensation Committee considered a variety of
factors and criteria in arriving at its recommendations for compensation of the
Company's executive officers for fiscal 2000.

The Committee believes that compensation should be structured to provide
incentives to the Company's officers to enhance the long-term profitability of
the Company. Thus, in making its recommendations regarding compensation, the
Committee attempts to align the financial interests of the Company's executive
officers with those of its stockholders.

In evaluating the potential long-term profitability of the Company and
making its fiscal 2000 compensation recommendations, the Committee considered
stock price, projected and actual cash flow, leasing activities, new
acquisitions and other factors in arriving at its conclusions. In 2000, the
stockholders approved the Amended and Restated Restricted Stock Award Plan (the
"Restricted Stock Plan") and the Company amended its Stock Option Plan. The
Restricted Stock Plan and the Stock Option Plan provide the Company's key
executives with a direct incentive to improve the Company's profitability and
consequently, stockholder value. The Restricted Stock Plan provides that
restricted stock be held for a specified time after it is issued before it can
be sold or disposed of. Thus, if the executive leaves the Company other than by
retirement, the unvested stock generally is forfeited. Restricted stock awards
serve as both a reward for performance and a retention device for key
executives and help to align their interests with all stockholders.

The Committee believes that the continued focus by the Chief Executive
Officer on financing, acquisitions and sales, leasing and cost containment, in
the face of a highly competitive market and changing retail environment,
warrants special recognition and that such focus has positioned the Company for
potential long-term profitability. The Committee recommended to the Board of
Directors and the Board of Directors approved an increase in Mr. Urstadt's
annual salary to $275,000 and awarded him a cash bonus of $35,000. The
Committee also awarded Mr. Urstadt 15,000 Class A Common Shares and 15,000
Common Shares of restricted stock. The amount of restricted stock was
determined by the Committee based on its judgment as to the appropriate amount
of incentive compensation that should be in the form of stock in order to meet
competitive compensation trends among REITs of comparable size.

The Committee also believes the leadership of Mr. Biddle during fiscal
2000 in all areas of operations including particularly increasing leasing,
capital financing and cost containment merits special recognition. The
Committee awarded Mr. Biddle options ("Options") totaling 593,000 shares of
Common Stock and Class A Common Stock. Pursuant to the terms of the Option
grant, each such Option shall, at the election of the holder, be an Option to
acquire the stated number of shares in Common Stock, Class A Common Stock or
such combination of both Common Stock and Class A Common Stock as shall total
the number of shares subject to such Option. The Committee also awarded Mr.
Biddle 20,000 Class A Common Shares and 20,000 Common Shares of restricted
stock.

On June 16, 1998, the Board of Directors declared the Stock Dividend on
the Common Stock and the Stock Dividend was paid on August 14, 1998 to holders
of record of the Common Stock as of the close of business on the Stock Dividend
Record Date.

In connection with the Stock Dividend, each of the officers' and
directors' options to purchase shares of Common Stock awarded prior to the
Stock Dividend (each an "Existing Option") is deemed to be, upon his election
with respect to each Existing Option: (i) an option (each, a "Common Stock
Option") to purchase such number of shares of Common Stock as shall be equal in
aggregate fair market value to the aggregate fair market value of the shares of
Common Stock issuable pursuant to the related Existing Option; (ii) an option
(each, a "Class A Stock Option") to purchase such number of shares of Class A
Common Stock as shall be equal in aggregate fair market value to the aggregate
fair market value of the shares of Common Stock issuable pursuant to the
related Existing Option; or (iii) an

option (each, a "Combination Option") to purchase such number of shares of
Common Stock and such number of shares of Class A Common Stock, in each case,
as shall be equal to the number of shares of Common Stock issuable pursuant to
the related Existing Option.

The exercise price for the purchase of one share of Common Stock and/or
one share of Class A Common Stock pursuant to any Common Stock Option, Class A
Stock Option or Combination Option has been set according to the proportional
allocation of the exercise price for the purchase of one share of Common Stock
pursuant to the related Existing Option, such proportional allocation being
determined according to the fair market values of the underlying shares of
Common Stock (ex-Stock Dividend) and Class A Common Stock.

Compensation Committee:
E. Virgil Conway, Chairman
Robert R. Douglass
George H.C. Lawrence

REPORT OF AUDIT COMMITTEE

To the Board of Directors of Urstadt Biddle Properties Inc.

The Audit Committee of the Company's Board of Directors consists entirely
of non-employee directors that are independent, as defined in Sections
303.01(B)(2)(a) and (3) of the New York Stock Exchange Listing Standards. The
Company's Board of Directors has adopted a written charter for the Audit
Committee. A copy of that charter appears as Appendix A to this proxy
statement.

We have reviewed and discussed with management the Company's audited
financial statements as of and for the year ended October 31, 2000.

We have discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants.

We have received and reviewed the written disclosures and the letter from
the independent auditors required by Independence Standard No. 1, Independence
Discussions with Audit Committees, as amended, by the Independence Standards
Board, and have discussed with the auditors the auditors' independence.

During the year ended October 31, 2000, the Company paid the independent
auditors, Arthur Andersen, LLP, $125,400 for audit services and $38,950 for
non-audit services. Non-audit services included, but were not necessarily
limited to, compensation issues, tax planning and real estate tax related
issues.

Based on the reviews and discussions referred to above, we recommend to
the Board of Directors that the financial statements referred to above be
included in the Company's Annual Report on Form 10-K for the year ended October
31, 2000.

Audit Committee:
Peter Herrick, Chairman
George J. Vojta

OTHER INFORMATION

COMMON SHARES PERFORMANCE GRAPH

The following graph compares, for the five-year period ended October 31,
2000, the cumulative total return to holders of the Company's Common Shares
(UBP) with the returns for the NAREIT All REIT Index (a peer group index)
published by the National Association of Real Estate Investment Trusts (NAREIT)
and for the S&P 500 Index for the same period.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG URSTADT BIDDLE PROPERTIES INC. COMMON SHARES, THE S&P 500 INDEX AND THE
NAREIT ALL-REIT INDEX

[GRAPHIC OMITTED]

10/95 10/96 10/97 10/98 10/99 10/00
------- ------- ------- ------- ------- ------

UBP Common Stock .......... 100 116 149 142 139 150
S&P 500 ................... 100 124 164 200 251 267
NAREIT ALL-REIT ........... 100 126 166 141 129 152

* $100 INVESTED ON 10/31/95 IN STOCK OR INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS, FISCAL YEAR ENDING OCTOBER 31.

The stock price performance shown on the graph is not necessarily indicative of
future price performance.

On October 31 of each of 1995, 1996 and 1997, the only publicly traded
equity security of the Company was the Common Shares. In June 1998, the Company
established the Class A Common Shares and on August 14, 1998, the Stock
Dividend was paid, pursuant to which holders of the Common Shares received one
Class A Common Share for each outstanding Common Share. All share prices and
dividends have been adjusted to reflect the Stock Dividend for all periods
presented. Since August 17, 1998, both the Common Shares and the Class A Common
Shares have been publicly traded on the New York Stock Exchange, Inc.

CLASS A COMMON SHARES PERFORMANCE GRAPH

The following graph compares, for the period beginning August 17, 1998
(inception) and ended October 31, 2000, the cumulative total return to holders
of the Company's Class A Common Shares (UBP.A) with the returns for the NAREIT
All REIT Index (a peer group index) published by the National Association of
Real Estate Investment Trusts (NAREIT) and for the S&P 500 Index for the same
period.

COMPARISON OF TWENTY-SIX MONTH CUMULATIVE TOTAL RETURN*
AMONG URSTADT BIDDLE PROPERTIES INC. CLASS A COMMON SHARES, THE S&P 500 INDEX
AND THE NAREIT ALL-REIT INDEX

[GRAPHIC OMITTED]

8/17/98 10/98 10/99 10/00
--------- ------- ------- ------

UBP.A Class A Common Stock .......... 100 99 102 108
S&P 500 ............................. 100 98 124 131
NAREIT ALL-REIT ..................... 100 93 85 100

* $100 INVESTED ON 8/17/98 IN STOCK OR INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS, FISCAL YEAR ENDING OCTOBER 31.

The stock price performance shown on the graph is not necessarily indicative of
future price performance.

SOLICITATION OF PROXIES AND VOTING PROCEDURES

The cost of soliciting proxies will be borne by the Company. In addition
to solicitation by mail, solicitations may also be made by personal interview,
facsimile transmission or telephone. Directors and officers of the Company may
participate in such solicitation and will not receive additional compensation
for such services. Arrangements will also be made with custodians, nominees and
fiduciaries for forwarding of proxy solicitation material to beneficial owners
of Company Common Shares and Class A Common Shares and the Company will
reimburse such custodians, nominees and fiduciaries for reasonable expenses
incurred in connection therewith.

The presence, either in person or by properly executed proxy, of a
majority of the Company's outstanding Common Shares and Class A Common Shares
is necessary to constitute a quorum at the Annual Meeting. Each Common Share
outstanding on the Record Date entitles the holder thereof to one vote and each
Class A Common Share outstanding on the Record Date entitles the holder thereof
to 1/20 of one vote. An automated system administered by the Company's transfer
agent tabulates the votes.

The election of the Directors and the ratification of the appointment of
the Company's auditors each requires the affirmative vote of a majority of the
total combined voting power of all classes of stock entitled to vote and
present, in person or by properly executed proxy, at the Annual Meeting.
Abstentions will thus be the equivalent of negative votes and broker non-votes
will have no effect with respect to such proposals, as any Common Shares or
Class A Common Shares subject to broker non-votes will not be present and
entitled to vote with respect to any proposal to which the broker non-vote
applies.

Each of the Proposals presented to the Company at the Annual Meeting is
being presented as a separate and independent Proposal and no Proposal is
conditioned upon adoption or approval of any other Proposal.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements, and other
information with the SEC. Such reports, proxy statements and other information
may be inspected without charge at the principal office of the SEC, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the SEC
located at Seven World Trade Center, Suite 1300, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and copies of all or any part thereof may be obtained at prescribed rates from
the SEC's Public Reference Section at such addresses. Also, the SEC maintains a
World Wide Web site on the Internet at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the SEC. Such reports, proxy and
information statements and other information also can be inspected at the
office of the New York Stock Exchange, Inc., 20 Broad Street, New York, NY
10005.

The Company's Annual Report to Stockholders for the fiscal year ended
October 31, 2000 (which is not part of the Company's proxy soliciting
materials) has been mailed to the Company's stockholders with or prior to this
Proxy Statement. A copy of the Company's Annual Report on Form 10-K, without
exhibits, will be furnished without charge to stockholders upon request to:

Thomas D. Myers, Secretary
Urstadt Biddle Properties Inc.
321 Railroad Avenue
Greenwich, CT 06830

OTHER MATTERS

The Directors know of no other business to be presented at the Annual
Meeting. If other matters properly come before the meeting in accordance with
the Articles of Incorporation, the persons named as proxies will vote on them
in accordance with their best judgment.

Any stockholder who intends to present a stockholder proposal for
consideration at the Company's 2002 Annual Meeting of Stockholders by utilizing
Rule 14a-8 under the Securities Exchange Act of 1934, must comply with the
requirements as to form and substance established by the SEC for such proposals
to be included in the Company's proxy statement for such Annual Meeting and
such proposals must be received by the Company by October 1, 2001.

Any stockholder who intends to present a stockholder proposal for
consideration at the Company's 2002 Annual Meeting of Stockholders without
complying with Rule 14a-8 or who intends to make a nomination for election to
the Company's Board of Directors at the 2002 Annual Meeting of Stockholders,
must comply with certain advance notification requirements set forth in the
Company's bylaws. The Company's bylaws provide, in part, that any proposal for
stockholder action, or nomination to the Board of Directors, proposed other
than by the Board of Directors must be received by the Company in writing,
together with specified accompanying information, at least 75 days prior to an
annual meeting in order for such action to be considered at the meeting. The
year 2002 Annual Meeting of Stockholders is currently anticipated to be held on
March 13, 2002, and any notice of intent to consider other matters and/or
nominees, and related information, must therefore be received by the Company by
December 28, 2001. The purpose of the bylaw is to assure adequate notice of,
and information regarding, any such matter as to which shareholder action may
be sought.

You are urged to complete, date, sign and return your Proxy Card promptly
to make certain your Shares will be voted at the Annual Meeting, even if you
plan to attend the meeting in person. If you desire to vote your Shares in
person at the meeting, your proxy may be revoked. For your convenience in
returning the Proxy Card, a pre-addressed and postage paid envelope has been
enclosed.

YOUR PROXY IS IMPORTANT
WHETHER YOU OWN FEW OR MANY SHARES.
PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY CARD TODAY.

APPENDIX A

COMMITTEE CHARTER
FOR THE AUDIT COMMITTEE
OF
URSTADT BIDDLE PROPERTIES INC.

PURPOSE:

The Audit Committee is appointed by the Board of Directors (the "Board")
to assist the Board in monitoring (1) the integrity of the financial statements
of the Company, (2) the compliance by the Company with legal and regulatory
requirements and (3) the independence and performance of the Company's external
auditors.

COMPOSITION:

The Audit Committee shall consist of at least three members appointed by
the Board. All members shall meet the independence and experience requirements
of the New York Stock Exchange.

The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee. The Audit Committee
may request any officer or employee of the Company or the Company's outside
counsel or independent auditor to attend a meeting of the Committee or to meet
with any members of, or consultants to, the Committee.

The Audit Committee shall make regular reports to the Board.

RESPONSIBILITIES:

The Audit Committee shall:

1. Review and assess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.

2. Review the annual audited financial statements with management,
including major issues regarding accounting and auditing principles and
practices as well as the adequacy of internal controls that could
significantly affect the Company's financial statements.

3. Review any analyses prepared by management and the independent auditor
of significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial statements.

4. Review with management and the independent auditor the Company's
quarterly financial statements prior to the filing of its Form 10-Q or
authorize the Audit Committee Chairman to conduct such a review.

5. Meet periodically with management to review the Company's major
financial risk exposures and the steps management has taken to monitor
and control such exposures.

6. Review major changes to the Company's auditing and accounting
principles and practices as suggested by the independent auditor or
management.

7. Recommend to the Board the appointment of the independent auditor,
which firm is ultimately accountable to the Audit Committee and the
Board of Directors.

8. Approve the fees to be paid to the independent auditor.

9. Receive a formal written statement from the independent auditor
regarding the auditor's independence, discuss such statement with the
auditor, and if so determined by the Audit Committee, recommend that the
Board take appropriate action to satisfy itself of the independence of
the auditor.

A-1

10. Evaluate together with the Board the performance of the independent
auditor and, if so determined by the Audit Committee, recommend that the
Board replace the independent auditor.

11. Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit.

12. Obtain from the independent auditor assurance that Section 10A of the
Securities Exchange Act of 1934 has not been implicated.

13. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit.

14. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review should
include any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information.

15. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement (see
Exhibit A).

16. Advise the Board with respect to the Company's policies and procedures
regarding compliance with applicable laws and regulations.

17. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators
or governmental agencies.

18. Meet at least annually with the chief financial officer and the
independent auditor in separate executive sessions.

While the Audit Committee has the responsibilities and powers set forth in
this 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.
This is the responsibility 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 applicable laws and regulations.

A-2

EXHIBIT A

SUGGESTED FORM OF AUDIT COMMITTEE REPORT

TO BE INCLUDED IN PROXY STATEMENT

Report Of Audit Committee

Date Of Proxy Statement

To the Board of Directors of Urstadt Biddle Properties Inc.:

We have reviewed and discussed with management the Company's audited
financial statements as of and for the year ended October 31, .

Name of Audit Committee Chairman

Name of Audit Committee Member