UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

           [X] Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2005

                                       OR

          [ ] Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        Commission File Number 001-09279
                                               ---------

                          ONE LIBERTY PROPERTIES, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

              MARYLAND                                  13-3147497
              ----------------------------------------------------
              (State or other jurisdiction of     (I.R.S. employer
              incorporation or organization) identification number)

              60 Cutter Mill Road, Great Neck, New York      11021
              ----------------------------------------------------
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (516) 466-3100
                                                           --------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                   Yes   X           No
                                        ---             ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                   Yes  X            No
                                       ---              ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of August 4, 2005, the registrant had 9,858,706 shares of common stock
outstanding.

<PAGE>

Part I - FINANCIAL INFORMATION

Item 1.    Financial Statements



<TABLE>
<CAPTION>

                  ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                  (Amounts in Thousands, Except Per Share Data)


                                                                                     June 30,            December 31,
                                                                                       2005                 2004
                                                                                       ----                 ----
                                                                                   (Unaudited)
<S>                                                                                 <C>                <C>

Assets
Real estate investments, at cost
   Land                                                                             $  49,131          $  47,447
   Buildings and improvements                                                         206,186            199,736
                                                                                      -------            -------
                                                                                      255,317            247,183
           Less accumulated depreciation                                               20,736             18,647
                                                                                       ------             ------
                                                                                      234,581            228,536

   Investment in unconsolidated joint ventures                                         28,664             37,023
   Cash and cash equivalents                                                           29,025              6,051
   Unbilled rent receivable                                                             5,822              5,301
   Escrow, deposits and other receivables                                               1,454              2,285
   Investment in BRT Realty Trust (related party)                                         694                731
   Deferred financing costs                                                             2,759              2,408
   Other assets (including available-for-sale securities
       at market of $179 and $173)                                                      2,807              2,051
                                                                                        -----              -----

           Total assets                                                              $305,806           $284,386
                                                                                     ========           ========

Liabilities and Stockholders' Equity
   Liabilities:
        Mortgages payable                                                            $143,233           $124,019
        Line of credit                                                                      -              7,600
        Dividends payable                                                               3,250              3,230
        Accrued expenses and other liabilities                                          3,195              3,422
                                                                                        -----              -----

           Total liabilities                                                          149,678            138,271
                                                                                      -------            -------

Commitments and contingencies                                                               -                  -
Stockholders' equity:
        Preferred stock, $1 par value;
           12,500 shares authorized; none issued                                            -                  -
        Common stock, $1 par value; 25,000 shares
           authorized; 9,746 and 9,728 shares
           issued and outstanding                                                       9,746              9,728
        Paid-in capital                                                               134,385            133,350
        Accumulated other comprehensive income - net
           unrealized gain on available-for-sale securities                               783                717
        Unearned compensation                                                          (1,554)              (926)
        Accumulated undistributed net income                                           12,768              3,246
                                                                                       ------              -----

           Total stockholders' equity                                                 156,128            146,115
                                                                                      -------            -------

           Total liabilities and stockholders' equity                                $305,806           $284,386
                                                                                     ========           ========




                See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                  ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                  (Amounts in Thousands, Except Per Share Data)
                                   (Unaudited)


                                                                       Three Months Ended             Six Months Ended
                                                                            June 30,                      June 30,
                                                                            --------                      --------
                                                                      2005          2004             2005           2004
                                                                      ----          ----             ----           ----
<S>                                                                 <C>           <C>              <C>             <C>

Revenues:
   Rental income                                                    $ 7,174       $ 5,616          $13,884         $10,654
                                                                    -------       -------          -------         -------

Operating expenses:
   Depreciation and amortization                                      1,419         1,042            2,801          1,969
   General and administrative (including $324, $210,
     $620 and $489, respectively, to related party)                     982           746            1,852          1,601
   Real estate expenses                                                 147            88              265            182
   Leasehold rent                                                        77             -              154              -
   Provision for valuation adjustment
     of real estate                                                     469             -              469              -
                                                                      -----         -----            -----          -----
      Total operating expenses                                        3,094         1,876            5,541          3,752
                                                                      -----         -----            -----          -----

Operating income                                                      4,080         3,740            8,343          6,902

Other income and expenses:
   Equity in earnings of unconsolidated joint ventures                  743           295            1,851            970
   Interest and other income                                             60            61               81            153
   Interest:
      Expense                                                        (2,519)       (2,072)          (5,117)        (4,044)
      Amortization of deferred financing costs                         (130)         (110)            (313)          (201)
Gain on sale of air rights                                           10,248             -           10,248              -
(Loss) gain on sale of available-for-sale securities                     (1)            -              (1)              1
                                                                     ------         ------          -----           -----

Income from continuing operations                                    12,481         1,914          15,092           3,781

   Income from discontinued operations                                  212           307             324             685
   Net gain on sale of discontinued operations                          590             -             590               -
                                                                     ------        ------          ------          ------

Net income                                                          $13,283       $ 2,221         $16,006         $ 4,466
                                                                    =======       =======         =======         =======

Weighted average number of
   common shares outstanding:
      Basic                                                           9,841         9,721           9,818           9,691
                                                                      =====         =====           =====           =====
      Diluted                                                         9,845         9,736           9,824           9,712
                                                                      =====         =====           =====           =====

Net income per common share - basic and diluted:
      Income from continuing operations                              $ 1.27        $  .20          $ 1.54          $  .39
      Income from discontinued operations                               .08           .03             .09             .07
                                                                     ------        ------          ------          ------
      Net income per common share                                    $ 1.35        $  .23          $ 1.63          $  .46
                                                                     ------        ------          ------          ------

Cash distributions per share of common stock                         $  .33        $  .33          $  .66          $  .66
                                                                     ======        ======          ======          ======




                See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                  ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

            For the six month period ended June 30, 2005 (unaudited)
                      and the year ended December 31, 2004
                             (Amounts in Thousands)


                                                                       Accumulated
                                                                          Other           Unearned     Accumulated
                                             Common        Paid-in    Comprehensive       Compen-     Undistributed
                                              Stock        Capital       Income           sation       Net Income       Total
                                              -----        -------       ------           ------       ----------       -----
<S>                                          <C>          <C>           <C>            <C>             <C>             <C>

Balances, January 1, 2004                    $ 9,605      $130,863      $    823       $   (447)       $  5,125        $145,969

Distributions -
   common stock                                    -             -             -              -         (12,853)        (12,853)
Exercise of options                               49           543             -              -               -             592
Shares issued through
   dividend reinvestment plan                     72         1,247             -              -               -           1,319
Issuance of restricted stock                       -           699             -           (699)              -               -
Restricted stock vesting                           2            (2)            -              -               -               -
Compensation expense -
   restricted stock                                -             -             -            220               -             220
     Net income                                    -             -             -              -          10,974          10,974
     Other comprehensive income-
        net unrealized loss on
        available-for-sale securities              -             -          (106)             -               -            (106)
                                                                                                                         ------
Comprehensive income                                                                                                     10,868
                                              ------        ------        ------         ------          ------          ------

Balances, December 31, 2004                    9,728       133,350           717           (926)          3,246         146,115

Distributions -
   common stock                                    -             -             -              -          (6,484)         (6,484)
Exercise of options                                8            81             -              -               -              89
Shares issued through
   dividend reinvestment plan                     10           178             -              -               -             188
Issuance of restricted stock                       -           776             -           (776)              -               -
Compensation expense -
   restricted stock                                -             -             -            148               -             148
     Net income                                    -             -             -              -          16,006          16,006
     Other comprehensive income-
        net unrealized gain on
        available-for-sale securities              -             -            66              -               -              66
                                                                                                                         ------
Comprehensive income                                                                                                     16,072
                                              ------        ------       -------         ------          ------          ------

Balances, June 30, 2005                      $ 9,746      $134,385       $   783       $ (1,554)       $ 12,768        $156,128
                                             =======      ========       =======       ========        ========        ========



           See accompanying notes to consolidated financial statements.

</TABLE>
<PAGE>


<TABLE>



                  ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)


                                                                                                            Six Months Ended
                                                                                                                June 30,
                                                                                                                --------
                                                                                                        2005                2004
                                                                                                        ----                ----
<S>                                                                                                  <C>

Cash flows from operating activities:
   Net income                                                                                        $ 16,006             $ 4,466
   Adjustments to reconcile net income
     to net cash provided by operating activities:
   Gain on sales of real estate                                                                       (10,838)                  -
   Loss (gain) on sale of available-for-sale securities                                                     1                  (1)
   Increase in rental income from straight-lining of rent                                                (521)               (416)
   Decrease in rental income from amortization of
     intangibles relating to leases                                                                        12                  18
   Provision for valuation adjustment                                                                     469                   -
   Amortization of restricted stock expense                                                               148                 105
   Equity in earnings of unconsolidated joint ventures                                                 (1,851)               (970)
   Distributions from unconsolidated joint ventures                                                     1,869               1,211
   Depreciation and amortization                                                                        2,919               2,161
   Amortization of financing costs                                                                        313                 201
   Changes in assets and liabilities:
   Decrease (increase) in escrow, deposits and other receivables                                          741                (482)
   Decrease in accrued expenses and other liabilities                                                    (227)               (340)
                                                                                                         ----                ----
           Net cash provided by operating activities                                                    9,041               5,953
                                                                                                        -----               -----

Cash flows from investing activities:
   Additions to real estate                                                                           (25,319)            (23,284)
   Net proceeds from sale of real estate                                                               26,052                   -
   Investment in unconsolidated joint ventures                                                           (282)               (250)
   Distribution of refinancing proceeds from unconsolidated
     joint ventures                                                                                     8,716                   -
   Net proceeds from sale of available-for-sale securities                                                  3                   3
                                                                                                        -----               -----
           Net cash provided by (used in) investing activities                                          9,170             (23,531)
                                                                                                        -----             -------

Cash flows from financing activities:
   Repayment of mortgages payable                                                                     (12,941)             (1,126)
   Proceeds from mortgages payable                                                                     32,156                   -
   Payment of financing costs                                                                            (664)               (708)
   Payment of bank line of credit, net                                                                 (7,600)                  -
   Cash distributions - common stock                                                                   (6,465)             (6,593)
   Exercise of stock options                                                                               89                 326
   Issuance of shares through dividend reinvestment plan                                                  188                 650
                                                                                                          ---                 ---
           Net cash provided by (used in) financing activities                                          4,763              (7,451)
                                                                                                        -----              ------

           Net increase (decrease) in cash and cash equivalents                                        22,974             (25,029)

Cash and cash equivalents at beginning of period                                                        6,051              45,944
                                                                                                        -----              ------

Cash and cash equivalents at end of period                                                            $29,025             $20,915
                                                                                                      =======             =======

Supplemental disclosures of cash flow information:
   Cash paid during the period for interest                                                           $ 5,061             $ 4,010

Supplemental schedule of non-cash investing and financing activities:
   Assumption of mortgages payable in connection with purchase of real estate                         $     -             $ 7,085



               See accompanying notes to consolidated financial statements.

</TABLE>


<PAGE>


                  One Liberty Properties, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

Note 1 - Basis of Preparation
         --------------------

The accompanying interim unaudited  consolidated financial statements as of June
30, 2005 and for the six and three  months  ended June 30, 2005 and 2004 reflect
all normal  recurring  adjustments  which  are,  in the  opinion of  management,
necessary for a fair  presentation of the results for such interim periods.  The
results of  operations  for the six and three months ended June 30, 2005 are not
necessarily indicative of the results for the full year.

The preparation of the financial  statements in conformity  with U.S.  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the amounts  reported in the financial  statements  and
accompanying notes. Actual results could differ from those estimates.

The  consolidated  financial  statements  include  the  accounts  of One Liberty
Properties,   Inc.  and  its  wholly-owned   subsidiaries   (collectively,   the
"Company").  The Company  accounts for its investments in  unconsolidated  joint
ventures  under  the  equity  method  of  accounting  as the  Company  exercises
significant  influence  over,  but does not control,  these  entities.  Material
intercompany items and transactions have been eliminated.

Certain amounts reported in previous consolidated financial statements have been
reclassified in the accompanying consolidated financial statements to conform to
the current year's presentation.

These statements  should be read in conjunction with the consolidated  financial
statements  and related notes which are included in the Company's  Annual Report
on Form 10-K for the year ended December 31, 2004.

Note 2 - Earnings Per Common Share
         -------------------------

For the six and three  months ended June 30, 2005 and 2004,  basic  earnings per
share were  determined  by  dividing  net income for the period by the  weighted
average  number of shares  of the  Company's  Common  Stock  outstanding,  which
includes restricted stock, during each period.

Diluted  earnings per share reflect the  potential  dilution that could occur if
securities or other contracts exercisable for, or convertible into, Common Stock
were  exercised  or  converted  or resulted in the issuance of Common Stock that
shared in the earnings of the Company. For the six and three month periods ended
June 30, 2005 and 2004,  diluted  earnings per share were determined by dividing
net income applicable to common  stockholders for the period by the total of the
weighted average number of shares of Common Stock  outstanding plus the dilutive
effect of the  Company's  outstanding  options  (5,597 and 4,314 for the six and
three  months  ended  June 30,  2005 and 20,405 and 14,797 for the six and three
months ended June 30, 2004, respectively) using the treasury stock method.

<PAGE>

                  One Liberty Properties, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Continued)

Note 3 - Investment in Unconsolidated Joint Ventures
         -------------------------------------------

The  Company  is a member in six  unconsolidated  joint  ventures  which own and
operate fourteen  properties.  The following tables present unaudited  condensed
financial  statements of the two most significant joint ventures,  both of which
own movie theater  properties,  are with MTC Investors LLC, an unrelated  party,
and in which the Company is the managing member (amounts in thousands):

<TABLE>
<CAPTION>
                                   Joint Venture #1

Condensed Balance Sheets                                                June 30, 2005       December 31, 2004
------------------------                                                -------------       -----------------
                                                                                                (audited)
<S>                                                                         <C>                  <C>

Cash and cash equivalents                                                   $    536             $    720
Real estate investments, net                                                  53,958               54,533
Deferred financing costs                                                         492                  527
Unbilled rent receivable                                                       1,269                1,105
Other assets                                                                       3                    3
                                                                            --------             --------
Total assets                                                                $ 56,258             $ 56,888
                                                                            ========             ========

Mortgage loans payable                                                      $ 32,169             $ 32,600
Other liabilities                                                                483                  687
Equity                                                                        23,606               23,601
                                                                              ------               ------
Total liabilities and equity                                                $ 56,258             $ 56,888
                                                                            ========             ========

Company's equity investment                                                 $ 12,745             $ 12,752
                                                                            ========             ========
</TABLE>

<TABLE>
<CAPTION>
                                                                   Three Months Ended               Six Months Ended
                                                                        June 30,                      June 30,
                                                                        --------                      --------

Condensed Statements of Operations                                 2005            2004           2005             2004
----------------------------------                                 ----            ----           ----             ----
<S>                                                              <C>              <C>            <C>             <C>

Rental income                                                    $ 1,838          $ 1,834        $ 3,675         $ 3,667
                                                                 -------          -------        -------         -------

Depreciation and amortization                                        289              289            577             577
Operating expenses                                                    76               81            149             156
                                                                 -------          -------        -------         -------
Total operating expenses                                             365              370            726             733
                                                                 -------          -------        -------         -------

Operating income                                                   1,473            1,464          2,949           2,934

Other income and expenses:
    Interest income                                                    -                -              3               -
    Interest:
      Expense                                                       (631)            (647)        (1,266)         (1,299)
      Amortization of deferred financing costs                       (17)             (18)           (35)            (35)
                                                                 -------          -------        -------         -------
Net income attributable to members                               $   825          $   799        $ 1,651         $ 1,600
                                                                 =======          =======        =======         =======

Company's share of net income                                    $   413          $   399        $   826         $   800
                                                                 =======          =======        =======         =======

Amount recorded in income statement (A)                          $   407          $   394        $   816         $   790
                                                                 =======          =======        =======         =======
Distributions received by the Company
    from operations                                              $   408          $   406        $   823         $   811
                                                                 =======          =======        =======         =======
</TABLE>

(A)  The difference  between the carrying amount of the Company's  investment in
     Joint  Venture # 1 and the  underlying  equity  in net  assets is a premium
     amortized as an  adjustment to equity in earnings of  unconsolidated  joint
     ventures over 40 years.

<PAGE>

                  One Liberty Properties, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Continued)

Note 3 - Investment in Unconsolidated Joint Ventures (Continued)
         -------------------------------------------------------

<TABLE>
<CAPTION>

                                     Joint Venture #2

Condensed Balance Sheets                                                    June 30, 2005       December 31, 2004
------------------------                                                    -------------       -----------------
                                                                                                    (audited)
<S>                                                                           <C>                    <C>

Cash and cash equivalents                                                     $    594               $    413
Real estate investments, net                                                    41,607                 42,012
Deferred financing costs                                                           435                    450
Unbilled rent receivable                                                           986                    839
Other assets, primarily investment in AIX stock                                    378(A)                  18
                                                                              --------               --------
Total assets                                                                  $ 44,000               $ 43,732
                                                                              ========               ========

Mortgage loans payable                                                        $ 25,407               $ 25,606
Other liabilities                                                                  671                    610
Equity                                                                          17,922                 17,516
                                                                                ------                 ------
Total liabilities and equity                                                  $ 44,000               $ 43,732
                                                                              ========               ========

Company's equity investment                                                   $  8,856               $  8,652
                                                                              ========               ========
</TABLE>


<TABLE>
<CAPTION>

                                                                    Three Months Ended               Six Months Ended
                                                                         June 30,                        June 30,
                                                                         --------                        --------
Condensed Statements of Operations                                 2005            2004            2005             2004
----------------------------------                                 ----            ----            ----             ----
<S>                                                              <C>              <C>             <C>             <C>

Rental income                                                    $ 1,249          $   436         $ 3,004(A)      $ 1,677
                                                                 -------          -------         -------         -------

Depreciation and amortization                                        203              202             405             404
Operating expenses                                                    84               19             107              33
                                                                 -------          -------         -------         -------
Total operating expenses                                             287              221             512             437
                                                                 -------          -------         -------         -------

Operating income                                                     962              215          2,492            1,240

Other income and expenses:
    Interest:
      Expense                                                       (498)            (509)          (997)          (1,020)
      Amortization of deferred financing costs                        (8)              (8)           (16)             (16)
                                                                 -------          -------         ------           ------

Net income (loss) attributable to members                        $   456          $  (302)        $ 1,479          $   204
                                                                 =======          =======         =======          =======

Company's share of net income (loss)                             $   228          $  (151)        $   739          $   102
                                                                 =======          =======         =======          =======

Distributions received by the Company
    from operations                                              $   228          $   146         $   629          $   292
                                                                 =======          =======         =======          =======

</TABLE>

(A)  During  February  2005,  the operator of one of the joint  venture's  movie
     theaters sold its business to an independent third party, which accelerated
     the payment of arrearages of rent and other miscellaneous charges that were
     originally  due to the Company in August 2005.  Revenues for the six months
     ended June 30, 2005 include the accelerated rent arrearages of $592,000. In
     consideration of the joint venture's  consent to the lease assignment and a
     lease amendment and its waiver of the  requirement  for a security  deposit
     under the amended  lease,  the joint  venture  received  40,000  restricted
     shares  of  Class  A  common  stock  of the  new  tenant's  parent  company
     (AMEX:AIX).  The closing price per share on the date of the transaction for
     these  shares  was $4.40  and $9.04 at June 30,  2005.  These  shares  have
     certain restrictions regarding the disposition of such shares.



                  One Liberty Properties, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Continued)

Note 3 - Investment in Unconsolidated Joint Ventures (Continued)
         -------------------------------------------------------

At June 30, 2005, the remaining four unconsolidated  joint ventures each own one
property.  At June  30,  2005  and  December  31,  2004,  the  Company's  equity
investment in these four joint  ventures  totaled  $7,063,000  and  $15,619,000,
respectively.  The June 30, 2005 balance is net of  distributions of refinancing
proceeds the Company received from two of the ventures. The unconsolidated joint
ventures contributed $296,000 and $108,000, respectively, in equity earnings for
the  six and  three  months  ended  June  30,  2005  and  $78,000  and  $52,000,
respectively,  in equity  earnings  for the six and three  months ended June 30,
2004, when only two ventures existed.

Note 4 - Gain On Sale of Air Rights
         --------------------------

On June 30,  2005,  the  Company  sold the unused  development  or "air"  rights
relating  to a  property  located  in  Brooklyn,  New York for a sales  price of
approximately $11,000,000, which resulted in a gain of approximately $10,250,000
for financial statement  purposes.  The Company anticipates that it will be able
to enter into a 1031 tax  deferred  exchange  and use the net sales  proceeds of
approximately  $10,250,000  to acquire an  additional  property  or  properties.
Therefore,  the Company  anticipates it will not realize a gain on this sale for
federal tax purposes.  In connection with this sale, a brokerage fee of $205,000
was paid to a company  controlled  by the Chairman of the Board of Directors and
certain officers of the Company.

Note 5 - Discontinued Operations
         -----------------------

On May 17, 2005, the Company sold a property  located in Jupiter,  Florida for a
sales price of approximately  $16,500,000,  resulting in a gain of approximately
$590,000.  In connection with this sale, a brokerage fee of $165,000 was paid to
a company  controlled  by the  Chairman  of the Board of  Directors  and certain
officers of the Company. In accordance with SFAS 144, "Accounting for Impairment
or  Disposal  of  Long-Lived  Assets,"  the  Company  recorded  the  results  of
operations and the related gain as income from discontinued operations.

The following is a summary of income from  discontinued  operations  for the six
and three months ended June 30, 2005 and 2004 (in thousands):


<TABLE>
<CAPTION>

                                                              Three Months Ended              Six Months Ended
                                                                    June 30,                       June 30,
                                                                    --------                       --------
                                                               2005         2004            2005           2004
                                                               ----         ----            ----           ----

<S>                                                          <C>          <C>            <C>            <C>

Revenues, primarily rental income                             $   387     $    520       $    783       $  1,041
                                                              -------     --------       --------       --------

Depreciation and amortization                                      39           96            118            192
Real estate expenses                                              136          117            341            164
                                                              -------     --------       --------       --------
    Total operating costs                                         175          213            459            356
                                                              -------     --------       --------       --------
Income from discontinued operations
    before gain on sale                                           212          307            324            685


Gain on sale of discontinued operations                           590            -            590              -
                                                              -------     --------       --------       --------

Income from discontinued operations                          $    802     $    307       $    914       $    685
                                                             ========     ========       ========       ========

</TABLE>

<PAGE>


                 One Liberty Properties, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Continued)


Note 6 - Common Stock Dividend Distribution
         ----------------------------------

On June 14, 2005, the Board of Directors  declared a quarterly cash distribution
of $.33 per share on the  Company's  Common Stock which was paid on July 5, 2005
to stockholders of record on June 27, 2005.

Note 7 - Comprehensive Income
         --------------------

Comprehensive  income for the three month  periods  ended June 30, 2005 and 2004
are as follows (amounts in thousands):
<TABLE>
<CAPTION>


                                                             Three Months Ended              Six Months Ended
                                                                   June 30,                       June 30,
                                                                   --------                       --------
                                                              2005         2004            2005           2004
                                                              ----         ----            ----           ----

<S>                                                          <C>         <C>            <C>            <C>

Net income                                                   $ 13,283    $  2,221       $ 16,006       $  4,466
Other comprehensive income -
    Unrealized gain (loss) on
    available-for-sale securities                                 172        (143)            66           (277)
                                                             --------    --------       --------       --------
Comprehensive income                                         $ 13,455    $  2,078       $ 16,072       $  4,189
                                                             ========    ========       ========       ========

</TABLE>

Accumulated  other  comprehensive  income,  which is solely comprised of the net
unrealized  gain on  available-for-sale  securities was $783,000 and $546,000 at
June 30, 2005 and 2004, respectively.

Note 8 - Provision for Valuation Adjustment of Real Estate
         -------------------------------------------------
At December 31, 2004, the Company  determined that the estimated fair value of a
retail  property,  where the tenant filed for bankruptcy  protection and vacated
the premises, was lower than its carrying value and thus, the Company recorded a
$366,000 provision for the difference.  At June 30, 2005, the Company wrote down
the asset by an  additional  $469,000  based on an updated  evaluation of market
conditions  in the  geographic  area in  which  the  property  is  located.  The
provisions were recorded as direct  write-downs of the investment on the balance
sheet and depreciation was calculated using the new basis.

Note 9 - Restricted Stock
         ----------------

As of June 30,  2005,  a total of  102,800  shares  have been  issued  under the
Company's 2003 Incentive  Plan,  including  40,750  restricted  shares that were
awarded in April 2005.  The total number of shares  issuable  under this Plan is
275,000.  The  restricted  shares  issued to date under the Plan vest five years
from the date of issuance and under certain circumstances, may vest earlier. For
accounting  purposes,  the restricted  stock is not included in the  outstanding
shares  shown  on the  balance  sheet  until  they  vest.  The  Company  records
compensation  expense over the vesting period,  measuring the compensation  cost
based on the market  value of the  shares on the date of grant.  For the six and
three months ended June 30, 2005, the Company  recorded  $148,000 and $90,000 of
compensation expense, respectively.




<PAGE>

                  One Liberty Properties, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Continued)

Note 10 - Preferred Stock
          ---------------

At the  Company's  Annual  Meeting of  Stockholders  held on June 14, 2005,  the
stockholders  approved  an  Amendment  to the  Company's  Restated  Articles  of
Incorporation to increase the aggregate  number of shares of authorized  capital
stock by authorizing the issuance of 12,500,000  shares of preferred  stock, par
value $1.00 per share. To date none have been issued.

Note 11 - New Accounting Pronouncements
          -----------------------------

Emerging  Issues Task Force ("EITF") Issue 04-5,  "Investor's  Accounting for an
Investment  in a  Limited  Partnership  when the  Investor  is the Sole  General
Partner and the Limited  Partners Have Certain  Rights" was ratified by the FASB
in June 2005.  This EITF  provides  guidance  in  determining  whether a general
partner  controls a limited  partnership  and what  rights  held by the  limited
partners(s)  preclude the sole general  partner from  consolidating  the limited
partnership  in  accordance  with  the  U.S.   generally   accepted   accounting
principles.  This issue is effective  no later than for fiscal  years  beginning
after  December  15,  2005  and  as  of  June  29,  2005  for  new  or  modified
arrangements.

On December 16, 2004, the Financial  Accounting Standards Board issued Statement
No. 123  (revised  2004),  "Share-Based  Payment,"  which is a revision  of FASB
Statement No. 123, "Accounting for Stock-Based Compensation".  Statement 123 (R)
supersedes APB Opinion No. 25,  "Accounting  for Stock Issued to Employees," and
amends FASB  Statement  No. 95,  "Statement  of Cash Flows".  Statement  123 (R)
requires all  share-based  payments to employees,  including  grants of employee
stock  options,  be recognized in the financial  statements  based on their fair
value.  The pro forma  disclosure is no longer an alternative.  The statement is
effective for public companies as of January 1, 2006.

Management is evaluating the impact of the pronouncement and EITF issue and does
not anticipate that their adoption will have a significant effect on earnings or
the financial position of the Company.

Note 12 - Subsequent Events and Contingency
          ---------------------------------

On July 21, 2005,  the Company  announced  that Jeffrey  Fishman,  the Company's
President,  Chief  Executive  Officer  and a member  of the  Company's  Board of
Directors,  resigned.  On July 21,  2005 the  Company  also  announced  that the
Company's Board of Directors elected Fredric H. Gould, Chairman of the Board, as
the Company's Chief Executive Officer and President,  effective immediately. Mr.
Fishman's  resignation  followed the discovery by the Company of what appears to
be  inappropriate  financial  dealings by Mr.  Fishman with a former tenant of a
property owned by a joint venture in which the Company is a venture  partner and
managing member.  Claims have been made against the Company by the former tenant
(which was a tenant at a property  owned by Joint Venture #2 from August 9, 2002
to February 11, 2005) for Mr. Fishman's  inappropriate  financial  dealings.  No
litigation  has been  commenced  against the Company by the former  tenant as of
this date.

The Audit Committee of the Board of Directors has retained  special counsel who,
in  consultation  with the Audit  Committee,  is  investigating  this matter and
related matters.  Expenses in connection with this investigation will affect the
Company's net income and net income per share for the quarter  ending  September
30, 2005 and potentially future quarters. The Company cannot estimate the amount
of these expenses at this time.
<PAGE>

Item 2.  Management's Discussion And Analysis Of Financial Condition And Results
         -----------------------------------------------------------------------
         Of Operations
         -------------

Forward-Looking Statements
--------------------------

With the exception of historical information, this quarterly report on Form 10-Q
contains certain forward-looking statements within the meaning of Section 27A of
the  Securities  Act  of  1933,  as  amended.  We  intend  such  forward-looking
statements  to be  covered  by the safe  harbor  provision  for  forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995 and
include  this  statement  for  purposes  of  complying  with these  safe  harbor
provisions.  Forward-looking statements,  which are based on certain assumptions
and  describe our future  plans,  strategies  and  expectations,  are  generally
identifiable by use of the words "may," "will," "believe,"  "expect,"  "intend,"
"anticipate,"  "estimate,"  "project,"  or  similar  expressions  or  variations
thereof.  Forward-looking  statements should not be relied on since they involve
known and unknown  risks,  uncertainties  and other  factors  which are, in some
cases,  beyond our control and which could  materially  affect  actual  results,
performance or achievements. Investors are cautioned not to place undue reliance
on any forward-looking statements.

Overview
--------
We are a  self-administered  real  estate  investment  trust,  or  REIT,  and we
primarily own real estate that we net lease to tenants. At June 30, 2005, we own
46  properties,  participate  in six  joint  ventures  that  own a  total  of 14
properties and hold a 50% tenancy in common  interest in one property.  These 61
properties are located in 21 states.

We have elected to be taxed as a REIT under the  Internal  Revenue Code of 1986,
as amended.  To qualify as a REIT, we must meet a number of  organizational  and
operational  requirements,  including a requirement that we distribute currently
at least 90% of ordinary taxable income to our stockholders. We intend to comply
with these requirements and to maintain our REIT status.

Our principal  business strategy is to acquire improved,  commercial  properties
subject to  long-term  net  leases.  We acquire  properties  for their  value as
long-term  investments and for their ability to generate income over an extended
period of time.  We have  borrowed  funds in the past to finance the purchase of
real estate and we expect to do so in the future.

Our rental  properties are generally leased to corporate tenants under operating
leases  substantially all of which are noncancellable.  Substantially all of our
lease agreements are net lease  arrangements  that require the tenant to pay not
only rent, but also  substantially  all of the operating  expenses of the leased
property,  including maintenance,  taxes, utilities and insurance. A majority of
our lease  agreements  provide for periodic rental  increases and certain of our
other leases provide for increases based on the consumer price index.

At June 30,  2005,  excluding  mortgages  payable  of our  unconsolidated  joint
ventures,  we had 35 outstanding  mortgages payable,  aggregating  approximately
$143 million  principal  amount,  each of which is secured by a first lien on an
individual real estate investment.  The real properties securing our outstanding
mortgages payable have an aggregate carrying value of approximately $220 million
before  accumulated  depreciation.  The  mortgages  bear interest at fixed rates
ranging from 5.125% to 8.8%, and mature between 2006 and 2023.

On July 21, 2005, we announced that Jeffrey  Fishman,  the company's  President,
Chief  Executive  Officer and a member of its Board of Directors,  resigned.  On
July 21, 2005 we also announced that the Board of Directors  elected  Fredric H.
Gould,  Chairman of the Board,  as our Chief  Executive  Officer and  President,
effective immediately. Mr. Fishman's resignation followed the discovery by us of
what appears to be inappropriate financial dealings by Mr. Fishman with a former
tenant of a property owned by a joint venture in which we are a venture  partner
and  managing  member.  Claims  have been made  against us by the former  tenant
(which was a tenant at a property owned by Joint Venture # 2 from August 9, 2002
to February 11, 2005) for Mr. Fishman's  inappropriate  financial  dealings.  No
litigation has been commenced against us by the former tenant as of this date.

The Audit Committee of the Board of Directors has retained  special counsel who,
in  consultation  with the Audit  Committee,  is  investigating  this matter and
related matters.  Expenses in connection with this investigation will affect our
net income and net income per share for the quarter  ending  September  30, 2005
and potentially future quarters. We cannot estimate the amount of these expenses
at this time.

Results of Operations
---------------------

Comparison of Six and Three Months Ended June 30, 2005 and 2004
---------------------------------------------------------------

Revenues
--------

Rental income increased by $3.2 million,  or 30.3%, to $13.9 million for the six
months ended June 30, 2005 from $10.7  million for the six months ended June 30,
2004.  For the three months ended June 30, 2005,  rental income  increased  $1.6
million,  or 27.7%, to $7.2 million from $5.6 million for the three months ended
June 30, 2004.  The increase in rental  income is primarily  due to $3.4 million
and $1.5 million of rental revenues earned during the six and three months ended
June 30, 2005,  respectively,  on twelve properties acquired by us between March
2004 and February 2005. This increase was reduced by a $216,000 direct write off
of the entire unbilled rent receivable balance of one of our tenants which filed
for protection  under the federal  bankruptcy  laws in January 2005. This tenant
has paid its monthly rent since February 2005.

Operating Expenses
------------------

Depreciation  and  amortization  expense  increased by $832,000,  or 42.3%,  and
$377,000,  or 36.2%,  to $2.8  million  and $1.4  million  for the six and three
months  ended June 30, 2005,  respectively.  The  increase in  depreciation  and
amortization  expense was primarily due to the acquisition of twelve  properties
between March 2004 and February 2005.

General and  administrative  expenses  increased by $251,000,  or 15.7%, to $1.9
million for the six months ended June 30, 2005.  For the three months ended June
30, 2005, general and administrative  expenses increased by $236,000,  or 31.6%,
to $982,000.  The six and three months ended June 30, 2005 include  increases of
$96,000 and $53,000 in  salaries,  bonuses and  benefits  paid to our  principal
executive officers. In addition,  there were increases of approximately $124,000
and $108,000,  respectively,  for executive and support personnel, primarily for
legal and  accounting  services,  including  additional  staffing  requirements,
allocated  to us pursuant to a Shared  Services  Agreement  among us and related
entities.  Also  included in the six and three  months ended June 30, 2005 is an
increase in compensation expense of $43,000 and $10,000, respectively,  relating
to the issuance of restricted  stock. The balance of the increase in general and
administrative  expenses for the six and three months ended June 30, 2005 is due
to an increase in a number of items including professional fees of approximately
$86,000  and  $42,000,  respectively,  relating  to  costs  associated  with the
internal  control  procedures  related to  compliance  with  Section  404 of the
Sarbanes-Oxley  Act.  Additionally,  for the six and three months ended June 30,
2005,  state taxes increased by approximately  $23,000 and $8,000,  director and
officer  liability  insurance and  directors'  fees  increased by  approximately
$39,000 and  $12,000,  and  professional  fees,  travel and other  miscellaneous
expenses  decreased by  approximately  $59,000 and  increased  by  approximately
$3,000,  respectively.  During the six months ended June 30, 2004, we incurred a
one-time  expense of $101,000  in  connection  with the  initial  listing of our
common stock on the New York Stock Exchange.

Real estate expenses  increased by $83,000,  or 45.6%,  and $59,000,  or 67%, to
$265,000 and  $147,000  for the six and three  months ended June 30, 2005.  This
increase includes  approximately $36,000 in repairs at two properties during the
six months ended June 30, 2005, as well as increased  professional fees, payment
of real estate taxes on two vacant  properties and the amortization of a leasing
commission.

At June 30, 2005, we determined  that the estimated fair value of a property was
lower than the  carrying  amount and we  recorded a $469,000  provision  for the
difference.  This is in  addition to the  $366,000  provision  on this  property
recorded by us at December 31, 2004.  In early 2004,  the retail  tenant at this
property filed for bankruptcy protection, disaffirmed its lease and vacated this
store. There was no comparable  provision in the six and three months ended June
30, 2004.

Other Income and Expenses
-------------------------

Our equity in earnings of unconsolidated  joint ventures  increased by $881,000,
or 90.8%,  to $1.9 million for the six months ended June 30, 2005. For the three
months ended June 30, 2005, equity in earnings of unconsolidated  joint ventures
increased  $448,000,  or 152%,  to $743,000  from  $295,000 for the three months
ended June 30,  2004.  The  increases  result  from a  combination  of  factors,
including our equity share of income earned by two joint  ventures  organized in
the second half of 2004. These joint ventures each purchased one property and we
recognized equity in earnings of $250,000 and $82,000, respectively,  from these
joint ventures in the six and three months ended June 30, 2005. Additionally, in
February  2005,  the operator of one of the movie  theaters  owned by one of our
joint  ventures  sold  its  business  to  an  independent  third  party,   which
accelerated  the  payment  of  rent  arrearages   totaling  $592,000  that  were
originally  due in August 2005. We have a 50% interest in this joint venture and
the accelerated payment resulted in an additional $296,000 of equity in earnings
to us.  Additional  increases in equity earnings to us in the 2005 six and three
month periods resulted from rent payments from this new tenant and the write off
during the six months ended June 30, 2004 of the entire balance of unbilled rent
receivable relating to this movie theater.

Interest and other income decreased by $72,000, or 47.1%, to $81,000 for the six
months  ended  June 30,  2005.  The  primary  reason  for the  decrease  was the
reduction  of interest  earned  during the six months ended June 30, 2004 on our
investment  of the balance of the net  proceeds  received  from our October 2003
public offering. These offering proceeds were fully utilized in the last quarter
of 2004.

Interest expense increased by $1.1 million, or 26.5%, and $447,000, or 21.6%, to
$5.1 million and $2.5 million,  respectively, for the six and three months ended
June 30, 2005. This includes  increases of $813,000 and $362,000,  respectively,
on our mortgages  payable  resulting  from  mortgages  placed on ten  properties
between  September 2004 and June 2005, the assumption of mortgages in connection
with the purchase of two  properties  during  March 2004 and  November  2004 and
penalties  incurred upon our prepayment of two mortgages  which had above market
rates of interest.  In addition,  interest expense related to our line of credit
increased by $260,000 and  $85,000,  respectively,  for the six and three months
ended June 30, 2005 resulting from borrowings made to facilitate the purchase of
several properties.

Amortization of deferred  financing costs increased by $112,000,  or 55.7%,  and
$20,000, or 18.2%, to $313,000 and $130,000, respectively, for the six and three
months ended June 30, 2005.  These increases result from mortgages placed on ten
properties during September 2004 and June 30, 2005, the write off of the balance
of  deferred  financing  costs  related to a mortgage we paid off in full during
January 2005 and from increased  credit line costs  resulting from the amendment
to our credit line in June 2004.

On June 30,  2005,  we closed on the sale of unused  developmental  "air" rights
relating to our property  located in Brooklyn,  New York. The purchase price was
$11  million  and in  addition,  the  purchaser  paid  for  some of our  closing
expenses.  The  financial  statement  gain of  approximately  $10.25  million is
anticipated  to be tax deferred  since we  anticipate to be able to enter into a
1031 tax deferred  exchange and use the sales  proceeds to acquire an additional
property or properties.

Discontinued Operations
-----------------------

On May 17,  2005,  we sold a property  located in Florida  for a sales  price of
approximately $16.5 million and recognized a gain of $590,000.

Liquidity and Capital Resources
-------------------------------

We had cash and cash equivalents of approximately  $29 million at June 30, 2005.
Our primary  sources of liquidity are cash and cash  equivalents,  our revolving
credit facility and cash generated from operating activities, including mortgage
financings.  We have a $62.5  million  revolving  credit  facility  with  Valley
National  Bank,  Merchants  Bank  Division,  Bank Leumi USA,  Manufacturers  and
Traders  Trust Company and Israel  Discount  Bank of New York.  This facility is
available  to us to pay  down  existing  and  maturing  mortgages,  to fund  the
acquisition of properties or to invest in joint ventures.  The facility  matures
on June 30, 2007.  Borrowings  under the facility  bear interest at the lower of
LIBOR plus 2.5% or the bank's prime rate, and there is an unused facility fee of
one-quarter of 1% per annum. Net proceeds  received from the sale or refinancing
of  properties  are required to be used to repay amounts  outstanding  under the
facility if proceeds from the facility  were used to purchase or refinance  such
properties. There is currently no balance outstanding under the facility.

We are actively engaged in seeking additional property  acquisitions,  including
the  possibility of acquiring  properties with joint venture  partners,  and are
involved in various  stages of  negotiation  with respect to the  acquisition of
additional properties. We will use cash and cash equivalents, cash provided from
operations, cash provided from mortgage financings and funds available under our
credit facility to fund acquisitions.

We  had  no   outstanding   contingent   commitments,   such  as  guarantees  of
indebtedness, or any other contractual cash obligations at June 30, 2005.

Cash Distribution Policy
------------------------

We have elected to be taxed as a REIT under the  Internal  Revenue Code of 1986,
as amended.  To qualify as a REIT, we must meet a number of  organizational  and
operational  requirements,  including a requirement that we distribute currently
at least  90% of our  ordinary  taxable  income to our  stockholders.  It is our
current  intention  to comply  with these  requirements  and  maintain  our REIT
status. As a REIT, we generally will not be subject to corporate federal,  state
or local income taxes on taxable  income we distribute  currently (in accordance
with the Internal Revenue Code and applicable  regulations) to our stockholders.
If we fail to  qualify  as a REIT in any  taxable  year,  we will be  subject to
federal,  state and local income taxes at regular corporate rates and may not be
able to qualify as a REIT for four subsequent tax years. Even if we qualify as a
REIT for federal taxation purposes, we may be subject to certain state and local
taxes on our income and to federal income and excise taxes on our  undistributed
taxable income (i.e.,  taxable income not  distributed in the amounts and in the
time frames  prescribed by the Internal Revenue Code and applicable  regulations
thereunder).

It is our  intention  to  pay  to  our  stockholders  within  the  time  periods
prescribed by the Internal Revenue Code no less than 90% and, if possible,  100%
of our annual  taxable  income,  including  taxable  gains from the sale of real
estate and recognized  gains on the sale of  securities.  It will continue to be
our policy to make sufficient cash distributions to stockholders in order for us
to maintain our REIT status under the Internal Revenue Code.
<PAGE>

Item 3. - Quantitative and Qualitative Disclosures About Market Risk
          ----------------------------------------------------------

All  of  our  long-term   mortgage  debt  bears  interest  at  fixed  rates  and
accordingly, the effect of changes in interest rates would not impact the amount
of interest  expense that we incur under these  mortgages.  Our credit line is a
variable rate facility which is sensitive to interest  rates.  However,  for the
six  and  three  months  ended  June  30,  2005,  due to a low  average  balance
outstanding  on the credit line, we do not believe that the effect of changes in
interest rates would materially impact the amount of interest expense incurred.

Item 4. - Controls and Procedures
          -----------------------

As required under Rules 13a-15 (e) and 15d-15 (e) under the Securities  Exchange
Act of 1934, as amended,  we carried out an evaluation under the supervision and
with the participation of our management,  including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure  controls and procedures (as defined in Rule 13a-15(e)  under the
Securities  Exchange  Act of  1934).  Based  upon  that  evaluation,  the  Chief
Executive  Officer and Chief  Financial  Officer  concluded  that our disclosure
controls and procedures as of June 30, 2005 are effective.

There were no changes in our  internal  control  over  financial  reporting  (as
defined in Rule 13a-15(f) under the Securities  Exchange Act of 1934) during the
first six months of the fiscal year  ending  December  31, 2005 that  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

<PAGE>

PART II - OTHER INFORMATION

Item 4. -  Submission of Matters to a Vote of Security Holders
           ---------------------------------------------------

The Annual Meeting of Stockholders of the registrant was held on June 14, 2005.

The following persons were elected Directors at the Annual Meeting:

           NAME                VOTES FOR               VOTES WITHHELD
           ----                ---------               --------------
    Charles Biederman          9,356,445                   172,693

    Patrick J. Callan, Jr.     9,404,948                   124,190

    Jeffrey Fishman (1)        9,326,214                   202,924

    Marshall Rose              9,336,544                   192,594


Charles Biederman, Patrick J. Callan, Jr., Jeffrey Fishman and Marshall Rose
were elected to serve until the 2008 Annual Meeting.

The term of office of the following Directors continued after the meeting:

            NAME                               TERM OF OFFICE
            ----                               --------------

        James J. Burns                   Until the 2006 Annual Meeting.

        Joseph DeLuca                    Until the 2006 Annual Meeting.

        Fredric H. Gould                 Until the 2006 Annual Meeting.

        Joseph A. Amato                  Until the 2007 Annual Meeting.

        Jeffrey A. Gould                 Until the 2007 Annual Meeting.

        Matthew J. Gould                 Until the 2007 Annual Meeting.

        J. Robert Lovejoy                Until the 2007 Annual Meeting.

(1)Mr. Fishman's resignation from his position as President, Chief Executive
   Officer and a Director of the Company was effective as of July 21, 2005.


The  stockholders  also  voted upon a proposal  to approve an  Amendment  to the
registrant's Restated Articles of Incorporation to increase the aggregate number
of shares of authorized  capital stock by authorizing the issuance of 12,500,000
shares of preferred stock, par value $1.00 per share. There were 4,990,634 votes
cast in favor of the proposal,  2,099,233  votes were cast against the proposal,
2,418,754 votes were broker non-votes and 20,517 votes abstained with respect to
the proposal.

The  stockholders  also  voted upon a proposal  to approve an  Amendment  to the
registrant's  Restated  Articles of  Incorporation  to prohibit (a) any existing
stockholder who  beneficially  owns a total amount or value in excess of 9.9% of
registrant's stock from beneficially owning in excess of a total amount or value
of  registrant's  stock  that  may  cause  the  registrant  to  violate  certain
provisions of the Internal  Revenue Code of 1986,  as amended,  relating to real
estate  investment  trusts and (b) any other person from  beneficially  owning a
total amount or value of 9.9% or more of any class or series of common stock and
preferred stock of the  registrant.  There were 8,206,710 votes cast in favor of
the proposal,  319,705 votes were cast against the proposal and 1,002,722  votes
abstained with respect to the proposal.

The  stockholders  also voted on the  ratification of the appointment of Ernst &
Young, LLP as the registrant's independent registered public accounting firm for
2005.  9,426,662 votes were cast in favor of the selection of Ernst & Young, LLP
as the independent registered public accounting firm for the year ended December
31, 2005, 92,087 votes were cast against the proposal and 10,389 votes abstained
with respect to the proposal.
<PAGE>


Item 6. - Exhibits
          --------

          Exhibit 3.1  Articles of Amendment to Restated  Articles of
                       Incorporation  filed with the State  Department of
                       Assessments  and Taxation of Maryland on June 17, 2005.
                       (Filed with this Form 10-Q.)

          Exhibit 3.2  Articles of Amendment to Restated Articles of Incorpora-
                       tion filed with the State Department of Assessments and
                       Taxation of Maryland on June 21, 2005. (Filed with this
                       Form 10-Q.)

          Exhibit 31.1 Certification of President and Chief Executive Officer
                       pursuant to Section 302 of the Sarbanes-Oxley Act of
                       2002. (Filed with this Form 10-Q.)

          Exhibit 31.2 Certification of Senior Vice President and Chief
                       Financial Officer pursuant to Section 302 of the
                       Sarbanes-Oxley Act of 2002. (Filed with this Form 10-Q.)


          Exhibit 32.1 Certification of President and Chief Executive Officer
                       pursuant to Section 906 of the Sarbanes-Oxley Act of
                       2002. (Filed with this Form 10-Q.)


          Exhibit 32.2 Certification of Senior Vice President and Chief
                       Financial Officer pursuant to Section 906 of the
                       Sarbanes-Oxley Act of 2002. (Filed with this Form 10-Q.)


<PAGE>


                          ONE LIBERTY PROPERTIES, INC.


                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                          One Liberty Properties, Inc.
                          ----------------------------
                                  (Registrant)






August 9, 2005             /s/ Fredric H. Gould
--------------             --------------------
Date                       Fredric H. Gould
                           President and
                           Chief Executive Officer
                           (authorized officer)




August 9, 2005             /s/ David W. Kalish
--------------             -------------------
Date                       David W. Kalish
                           Senior Vice President and
                           Chief Financial Officer
                           (principal financial officer)

<PAGE>


                                   EXHIBIT 3.1

                              ARTICLES OF AMENDMENT
                                       OF
                          ONE LIBERTY PROPERTIES, INC.

     One Liberty Properties,  Inc., a Maryland  corporation (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

     (a) the Articles of  Amendment  and  Restatement  of the  Corporation  (the
"Charter") is hereby amended as follows:

     (i) The  Charter  provides  no  limitation  on the  amount  or value of the
Corporation's  capital stock that may be owned by a person.  The amendment shall
prohibit (a) any existing  stockholder who  beneficially  owns a total amount or
value in  excess of 9.9% of our stock  from  beneficially  owning in excess of a
total  amount or value of our stock  that may cause the  Corporation  to violate
certain provisions of the Internal Revenue Code of 1986, as amended, relating to
real estate investment trusts and (b) any other person from beneficially  owning
a total  amount or value of 9.9% or more of any class or series of common  stock
and preferred stock of the Corporation.  To effect this amendment, the following
two amendments are hereby made to the Charter:

     (A) Article IV (2) of the Charter is hereby deleted in its entirety and the
following substituted in lieu thereof:

     "(2)  Subject to Article X, each share of Common  Stock  shall  entitle the
owner thereof to vote at the rate of one (1) vote for each share held."

     (B) The Charter is hereby amended by adding the following immediately after
ARTICLE IX contained therein:


                                   "ARTICLE X

                              OWNERSHIP LIMITATIONS

     (1)  DEFINITIONS.  For the purposes of this Article X, the following  terms
shall have the following meanings:
     "Beneficial  Ownership"  shall mean ownership of Shares by a Person who (i)
would be treated as an owner of such Shares under section 542(a) (2) of the Code
either directly or constructively  through the application of Section 544 of the
Code, as modified by Section  856(h)(1)(B)  of the Code or (ii) would be treated
as an owner of such  Shares  under  Section  318(a) of the Code,  as modified by
Section  856(d)(5)  of the Code.  The terms  "Beneficial  Owner,"  "Beneficially
Owns,"  "Beneficially  Own" and "Beneficially  Owned" shall have the correlative
meanings.

     "Charitable  Beneficiary"  shall  mean  an  organization  or  organizations
described in Sections  170(b)(1)(A) and 170(c) of the Code and identified by the
Board of  Directors  as the  beneficiary  or  beneficiaries  of the Excess Share
Trust.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Excess  Shares"  shall mean Shares  resulting  from an event  described in
Article X(3).

     "Excess Share Trust" shall mean the trust created  pursuant to Article X(3)
and (14).

     "Excess Share Trustee" shall mean a person who shall be  unaffiliated  with
the Corporation,  any Purported  Beneficial  Transferee and any Purported Record
Transferee,  identified  by the Board of  Directors as the trustee of the Excess
Share Trust.

     "Existing  Holder"  shall  mean any Person  who  Beneficially  Owns a total
amount or value in excess of 9.9% of our Shares on June 14, 2005.

     "Existing  Holder  Amount"  shall mean an amount  equal to an amount  which
would not result (i) in five  Persons  Beneficially  Owning more than 49% of the
Shares,  (ii) the Shares being beneficially owned (as provided in Section 856(a)
of the Code) by less than 100 Persons (determined without reference to any rules
of  attribution),  and (iii) in the Corporation  being "closely held" within the
meaning of Section 856(h) of the Code.

     "Existing Holder Limit" shall mean, with respect to each Existing Holder, a
total amount or value of Shares such Person may  Beneficially  Own, which amount
shall  equal the lesser of (i) an amount  determined  by the Board of  Directors
from time to time with  respect  to such  Person  and (ii) the  Existing  Holder
Amount.

     "Fair Market  Value" shall mean the last reported  sales price  reported on
the New York Stock Exchange for Shares on the trading day immediately  preceding
the relevant  date,  or if not then traded on the New York Stock  Exchange,  the
last reported  sales price for Shares on the trading day  immediately  preceding
the  relevant  date as reported  on any  exchange  or  quotation  system over or
through  which such Shares may be traded,  or if not then traded over or through
any  exchange or quotation  system,  then the market price of such Shares on the
relevant date as determined in good faith by the Board of Directors.

     "Ownership  Limit" shall mean, with respect to (i) an Existing Holder,  the
Existing Holder Limit, and (ii) with respect to all other Persons, 9.9% or more,
in total number of Shares or value,  of the  outstanding  shares of any class or
series of Common Stock and Preferred  Stock of the  Corporation.  The number and
value of the  outstanding  Shares of any  class or  series  of Common  Stock and
Preferred Stock of the Corporation shall be determined by the Board of Directors
in good faith, which determination shall be conclusive for all purposes hereof.

     "Person"  shall  mean  an  individual,  corporation,  partnership,  estate,
corporation   (including  a  corporation   qualified  under  Section  401(a)  or
501(c)(17) of the Code),  portion of a corporation  permanently set aside for or
to be used exclusively for the purposes described in Section 642(c) of the Code,
association,  private  foundation  within the  meaning of Section  509(a) of the
Code, joint stock company or other entity and also includes a group as that term
is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended.

     "Purported Beneficial Transferee" shall mean, with respect to any purported
Transfer which results in Excess  Shares,  as defined below in Article X(3), the
Person who would have been the beneficial holder of the Shares, if such Transfer
had been valid under Article X(2).

     "Purported  Record  Transferee"  shall mean,  with respect to any purported
Transfer which results in Excess  Shares,  as defined below in Article X(3), the
Person who would have been the record holder of the Shares, if such Transfer had
been valid under Article X(2).

     "REIT" shall mean a real estate  investment  trust under Section 856 of the
Code.

     "REIT  Provisions  of the Code" means  Sections 856 through 860 of the Code
and any  successor  or other  provisions  of the Code  relating  to real  estate
investment  trusts  (including  provisions as to the attribution of ownership of
beneficial interests therein) and the regulations promulgated thereunder.

     "Restriction  Termination Date" shall mean the first day on which the Board
of  Directors  determines  that it is no  longer  in the best  interests  of the
Corporation to attempt to, or continue to, qualify as a REIT.

     "Shares" shall mean the shares of the  Corporation as may be authorized and
issued from time to time pursuant to Article IV.

     "Transfer" shall mean any sale, transfer, gift, assignment, devise or other
disposition of Shares (including (a) the granting of any option or entering into
any agreement for the sale,  transfer or other  disposition  of Shares,  (b) the
sale,  transfer,  assignment or other  disposition  of any  securities or rights
convertible  into or  exchangeable  for  Shares  and (c) any  transfer  or other
disposition  of any  interest  in Shares as a result of a change in the  marital
status of the holder  thereof),  whether  voluntary or  involuntary,  whether of
record,  constructively  or  beneficially  and  whether by  operation  of law or
otherwise.  The terms "Transfers" and  "Transferred"  shall have the correlative
meanings.

     (2) OWNERSHIP LIMITATION.

     (A) Except as provided in Article X(11) and (19), and subject to clause (B)
below, until the Restriction Termination Date:

     (i) no Person  shall  Beneficially  Own  Shares in excess of the  Ownership
Limit with respect to such Person;

     (ii)  any  Transfer  that,  if  effective,   would  result  in  any  Person
Beneficially Owning Shares in excess of the Ownership Limit with respect to such
Person  shall be void ab initio as to the Transfer of such Shares which would be
otherwise  Beneficially  Owned by such Person in excess of the Ownership  Limit;
and the intended transferee shall acquire no rights in such Shares;

     (iii) any Transfer  that,  if  effective,  would result in the Shares being
beneficially  owned (as provided in Section 856(a) of the Code) by less than 100
Persons (determined without reference to any rules of attribution) shall be void
ab  initio  as  to  the  Transfer  of  such  Shares  which  would  be  otherwise
beneficially  owned  (as  provided  in  Section  856(a)  of  the  Code)  by  the
transferee; and the intended transferee shall acquire no rights in such Shares.

     (iv) any Transfer that, if effective, would result in the Corporation being
"closely held" within the meaning of Section 856(h) of the Code shall be void ab
initio as to the Transfer of the Shares which would cause the  Corporation to be
"closely  held"  within  the  meaning  of  Section  856(h) of the Code;  and the
intended transferee shall acquire no rights in such Shares.

     (B) Nothing  contained in this Article X shall  preclude the  settlement of
any  transaction  entered  into  through  the  facilities  of the New York Stock
Exchange.  The fact that the settlement of any transaction occurs or takes place
shall not  negate the effect of any other  provision  of this  Article X and any
transferee in such a transaction  shall be subject to all of the  provisions and
limitations set forth in this Article X.

     (3) EXCESS SHARES.

     (A) In the event that,  notwithstanding  the other provisions  contained in
this Article X, at any time until the Restriction  Termination  Date, there is a
purported  Transfer such that any Person would Beneficially Own Shares in excess
of such Person's  Ownership Limit, then, except as otherwise provided in Article
X(11), Shares directly owned by such Person in excess of such Person's Ownership
Limit   shall  be   automatically   designated   as   Excess   Shares   (without
reclassification)  until  such  Person  does not own  Shares  in  excess of such
Person's  Ownership Limit. The designation of such Shares as Excess Shares shall
be  effective  as of the close of business on the business day prior to the date
of the purported  Transfer.  If, after designation of such Shares owned directly
by a Person as Excess  Shares,  such Person  still owns Shares in excess of such
Person's   Ownership   Limit,   Shares   Beneficially   Owned  by  such   Person
constructively in excess of such Person's Ownership Limit shall be designated as
Excess  Shares until such Person does not own Shares in excess of such  Person's
Ownership  Limit.  Where such Person owns Shares  constructively  through one or
more  Persons and the Shares held by such other  Persons must be  designated  as
Excess  Shares,  the  designation  of Shares as Excess Shares held by such other
Persons shall be pro rata.

     (B) If,  notwithstanding the other provisions  contained in this Article X,
at any time  until  the  Restriction  Termination  Date,  there  is a  purported
Transfer  of Shares or any sale,  transfer,  gift,  assignment,  devise or other
disposition of shares or other interests of a direct or indirect  stockholder of
the  Corporation  which,  if effective,  would cause the  Corporation  to become
"closely held" within the meaning of Section 856(h) of the Code, then any Shares
being  Transferred which would cause the Corporation to be "closely held" within
the  meaning of Section  856(h) of the Code  (rounded  up to the  nearest  whole
Share)  shall be  automatically  designated  as Excess  Shares and be treated as
provided in this Article X. Such designation and treatment shall be effective as
of the close of business on the business day prior to the date of the  purported
Transfer.  If, after the  designation of any such Shares as Excess  Shares,  the
Corporation  is still "closely held" within the meaning of Section 856(h) of the
Code,  an  amount  of Shares  owned  directly  by any  Person  whose  Beneficial
Ownership  of  Shares  in the  Corporation  increased  as a result  of the sale,
transfer,  gift,  assignment,  devise  or other  disposition  of shares or other
interests of a direct or indirect  stockholder of the  Corporation and is one of
the five  Persons who caused the  Corporation  to be "closely  held"  within the
meaning of Section  856(h) of the Code,  shall be  automatically  designated  as
Excess Shares until the  Corporation is not "closely held" within the meaning of
Section 856(h) of the Code. Where several similarly  situated Persons exist, the
designation of Shares as Excess Shares shall be pro rata. If, after applying the
foregoing  provisions the Corporation is still "closely held" within the meaning
of Section 856(h) of the Code, any Shares  constructively  owned by such Persons
shall be  designated  as Excess  Shares,  on a pro rata  basis  among  similarly
situated Persons, until the Corporation is not "closely held" within the meaning
of Section 856(h) of the Code.

     (C) If, at any time until the Restriction  Termination Date, an event other
than a purported  Transfer (an  "Event")  occurs which would cause any Person to
Beneficially Own Shares in excess of such Person's Ownership Limit, then, except
as otherwise provided in Article X(11), Shares Beneficially Owned by such Person
in excess of such Person's Ownership Limit shall be automatically  designated as
Excess Shares to the extent  necessary to eliminate such excess  ownership.  The
designation  of Shares as Excess  Shares  shall be  effective as of the close of
business  on the  business  day prior to the date of the Event.  In  determining
which Shares are designated as Excess Shares,  Shares  Beneficially Owned by any
Person who caused the Event to occur shall be designated as Excess Shares before
any Shares not so held are designated.  Where several similarly situated Persons
exist,  the  designation  of Shares as Excess  Shares shall be pro rata.  If any
Person  is  required  to  designate  Shares as Excess  Shares  pursuant  to this
subsection (C), such Person shall first  designate  Shares directly held by such
Person before designating Shares Beneficially Owned  constructively.  Where such
Person owns  Shares  constructively  through one or more  Persons and the Shares
held by such other Persons must be designated as Excess Shares,  the designation
of Shares by such other Persons shall be pro rata.

     (4) PREVENTION OF TRANSFER. If the Board of Directors or its designee shall
at any time determine in good faith that a Transfer has taken place in violation
of Article X(2) or that a Person  intends to acquire or has attempted to acquire
Beneficial  Ownership  (determined  with or  without  reference  to any rules of
attribution)  of any Shares in violation of Article X(2), the Board of Directors
or its designee  shall take such action as it deems  advisable to refuse to give
effect to or to prevent such Transfer,  including,  but not limited to, refusing
to give effect to such Transfer on the books of the  Corporation  or instituting
proceedings to enjoin such Transfer;  provided,  however,  that any Transfers or
attempted Transfers in violation of Article X(2) shall  automatically  result in
the  designation  and treatment  described in Article X(3),  irrespective of any
action (or non-action) by the Board of Directors.

     (5) NOTICE TO  CORPORATION.  Any Person who acquires or attempts to acquire
Shares in violation of Article X(2), or any Person who is a transferee such that
Excess Shares result under Article X(3),  shall  immediately give written notice
or, in the event of a  proposed  or  attempted  Transfer,  give at least 15 days
prior written notice to the  Corporation  of such event.  Such person shall also
provide to the Corporation such other information as the Corporation may request
in order to determine the effect, if any, of such Transfer or attempted Transfer
on the  Corporation's  status  as a REIT and  shall  execute  and  deliver  such
instruments and provide such further  cooperation and assistance as the Board of
Directors deems advisable to preserve the status of the Corporation as a REIT.

      (6) INFORMATION FOR CORPORATION. Until the Restriction Termination Date:

     (A) every Beneficial Owner of more than 1% (or such other lower percentages
as required  pursuant to  regulations  under the Code) of the number or value of
any class or series of Common Stock or Preferred Stock of the Corporation shall,
within  30 days  after  January  1 of each  year,  give  written  notice  to the
Corporation stating the name and address of such Beneficial Owner, the number of
Shares of such class or series of Common Stock or Preferred  Stock  Beneficially
Owned, and a description of how such Shares are held. Each such Beneficial Owner
shall provide to the Corporation such additional  information as the Corporation
may  reasonably  request  in order to  determine  the  effect,  if any,  of such
Beneficial  Ownership  on  the  Corporation's  status  as a REIT  and to  ensure
compliance with such Person's Ownership Limit.

     (B) each  Person  who is a  Beneficial  Owner  of  Shares  and each  Person
(including  the  stockholder  of record) who is holding  Shares for a Beneficial
Owner shall provide to the Corporation in writing such  information with respect
to  direct,  indirect  and  constructive  ownership  of  Shares  as the Board of
Directors deems  reasonably  necessary to comply with the provisions of the Code
applicable to a REIT, to determine the Corporation's status as a REIT, to comply
with the  requirements  of any taxing  authority  or  governmental  agency or to
determine any such compliance.

     (7) OTHER ACTION BY BOARD.  Subject to Article X(2),  nothing  contained in
this Article X shall limit the  authority of the Board of Directors to take such
other action as it deems  necessary or advisable to protect the  Corporation and
the interests of its stockholders by preservation of the Corporation's status as
a REIT; provided, however, that no provision of this subsection 7 shall preclude
the settlement of any transaction entered into through the facilities of the New
York Stock Exchange.

     (8)  AMBIGUITIES.  In the case of an ambiguity in the application of any of
the provisions of this Article X, including any definition  contained in Article
X(1), the Board of Directors  shall have the power to determine the  application
of the  provisions of this Article X with respect to any situation  based on the
facts known to it. In the event this  Article X requires or permits an action by
the  Board of  Directors  and the  Restated  Articles  of  Incorporation  of the
Corporation, as amended, fails to provide specific guidance with respect to such
action,  the Board of Directors  shall have the power to determine the action to
be taken so long as such action is not contrary to the provisions of Article X.

     (9) INCREASE OR DECREASE IN  OWNERSHIP  LIMIT.  Subject to the  limitations
provided in Article X(10), the Board of Directors may from time to time increase
or decrease such Person's Ownership Limit; provided,  however, that any decrease
may only be made  prospectively as to subsequent  holders (other than a decrease
as a result  of a  retroactive  change  in  existing  law that  would  require a
decrease to retain REIT status,  in which case such decrease  shall be effective
immediately).

      (10) LIMITATIONS ON CHANGES IN OWNERSHIP LIMITS.

     (A) The  Ownership  Limit may not be increased  if, after giving  effect to
such  increase,  five or fewer  individual  Beneficial  Owners of  Shares  could
Beneficially  Own,  in the  aggregate,  more  than 49% in number or value of the
outstanding Shares.

     (B) Prior to the  modification  of any Ownership  Limit pursuant to Article
X(9),  the Board of Directors may require such opinions of counsel,  affidavits,
undertakings  or  agreements  as it may deem  necessary or advisable in order to
determine or ensure the Corporation's status as a REIT.

     (11) WAIVERS BY THE BOARD.  The Board of  Directors  with a ruling from the
Internal  Revenue  Service,  an  opinion  of  counsel  to the  effect  that such
exemption  will not result in the  Corporation  being  "closely held" within the
meaning of Section  856(h) of the Code,  or such other  evidence as the Board of
Directors deems necessary in its sole discretion may exempt,  on such conditions
and terms as the Board of Directors  deems necessary in its sole  discretion,  a
Person from such Person's Ownership Limit if the Board of Directors obtains such
representations  and undertakings from such Person as the Board of Directors may
deem  appropriate and such Person agrees that any violation of the terms of such
exemption  or  attempted  violation  of the same will  result  in, to the extent
necessary,  the  designation  of Shares held by such Person as Excess  Shares in
accordance with Article X(3).

      (12) LEGEND. Each certificate for Shares:

     (a) shall state that the  Corporation  will furnish a full statement  about
certain  restrictions on transferability to a stockholder on request and without
charge; or

      (B) shall bear substantially the following legend:

     "The securities represented by this certificate are subject to restrictions
on ownership and transfer for the purpose of the  Corporation's  maintenance  of
its status as a real estate  investment trust under the Internal Revenue Code of
1986, as amended. Except as otherwise provided pursuant to the Restated Articles
of Incorporation of the Corporation,  as amended, no Person may Beneficially Own
Shares in excess of the Ownership Limit (as defined in the Restated  Articles of
Incorporation,  as amended) or such greater  percentage  as may be determined by
the  Board  of  Directors  of the  Corporation,  of the  number  or value of the
outstanding Shares of any class or series of the Common Stock or Preferred Stock
of the  Corporation.  Any Person who  attempts or proposes to  Beneficially  Own
Shares in excess of the above limitations must notify the Corporation in writing
at least 15 days prior to such proposed or attempted  Transfer.  All capitalized
terms in this  legend  have the  meanings  defined in the  Restated  Articles of
Incorporation of the  Corporation,  as amended,  a copy of which,  including the
restrictions on transfer,  will be furnished to each  stockholder on request and
without charge.  If the  restrictions  on transfer are violated,  the securities
represented  hereby  which  are in  excess  of the  above  limitations  will  be
designated  and  treated  as Excess  Shares  which  will be held in trust by the
Excess Share Trustee for the benefit of the Charitable Beneficiary."

     (13) SEVERABILITY. If any provision of this Article X or any application of
any such  provision is determined to be void,  invalid or  unenforceable  by any
court having jurisdiction over the issue, the validity and enforceability of the
remaining  provisions  shall be affected only to the extent  necessary to comply
with the determination of such court.

     (14) TRANSFER OF EXCESS SHARES. Upon any purported Transfer that results in
Excess Shares  pursuant to Article  X(3),  such Excess Shares shall be deemed to
have been  transferred  on the day prior to the date of the  purported  Transfer
that results in such Excess Shares to the Excess Share Trustee,  as trustee of a
special  trust for the  exclusive  benefit of the  Charitable  Beneficiary.  The
Corporation shall name a Charitable Beneficiary,  if one does not already exist,
within  five days of the  discovery  of any  designation  of any Excess  Shares;
however,  the failure to so name a Charitable  Beneficiary  shall not affect the
designation  of Shares as Excess  Shares or the  transfer  thereof to the Excess
Share  Trustee.  Excess Shares so held in trust shall be issued and  outstanding
Shares of the Corporation.  The Purported Record  Transferee or Purported Record
Holder shall have no rights in such Excess  Shares except as provided in Article
X(17).

     (15)  DISTRIBUTIONS ON EXCESS SHARES.  Any dividends  (whether taxable as a
dividend,  return of capital or otherwise) on Excess Shares shall be paid to the
Excess  Share  Trust  for  the  benefit  of  the  Charitable  Beneficiary.  Upon
liquidation,  dissolution or winding up, the Purported  Record  Transferee shall
receive,  for each Excess  Share,  the lesser of (A) the amount per share of any
distribution made upon  liquidation,  dissolution or winding up or (B) the price
paid by the  Purported  Record  Transferee  for  the  Excess  Shares,  or if the
Purported Record  Transferee did not give value for the Excess Shares,  the Fair
Market  Value of the Excess  Shares on the day of the event  causing  the Excess
Shares to be held in trust.  Any such dividend paid or distribution  paid to the
Purported  Record  Transferee in excess of the amount  provided in the preceding
sentence prior to the discovery by the Corporation  that the Shares with respect
to which the dividend or  distribution  was made had been  designated  as Excess
Shares shall be repaid,  upon demand,  to the Excess Share Trust for the benefit
of the Charitable Beneficiary.

     (16) VOTING OF EXCESS SHARES. The Excess Share Trustee shall be entitled to
vote the Excess Shares on behalf of the  Charitable  Beneficiary  on any matter.
Subject to Maryland  law, any vote cast by a Purported  Record  Transferee  with
respect to the Excess Shares prior to the discovery by the Corporation  that the
Excess Shares were held in trust will be rescinded ab initio; provided, however,
that if the Corporation has already taken irreversible  action with respect to a
merger, reorganization, sale of all or substantially all the assets, dissolution
of the Corporation or other action by the Corporation, then the vote cast by the
Purported  Record  Transferee  shall not be  rescinded.  The owner of the Excess
Shares  will be deemed to have given an  irrevocable  proxy to the Excess  Share
Trustee to vote the Excess Shares for the benefit of the Charitable Beneficiary.

     Notwithstanding the provisions of this Article X, until the Corporation has
received  notification  that Excess Shares have been  transferred into an Excess
Share Trust, the Corporation shall be entitled to rely on its share transfer and
other  stockholder  records for  purposes  of  preparing  lists of  stockholders
entitled to vote at meetings,  determining the validity and authority of proxies
and otherwise conducting votes of stockholders.

     (17)   NON-TRANSFERABILITY   OF  EXCESS  SHARES.  Excess  Shares  shall  be
transferable  only as provided in this Section 17. The Excess Share Trustee may,
in the event that the  Corporation  waives its purchase rights under Section 18,
transfer the Shares held in the Excess Share Trust to a Person or Persons  whose
ownership of such Shares will not violate such Person's Ownership Limit. If such
a transfer is made to such a Person or Persons,  the interest of the  Charitable
Beneficiary  shall  terminate  and  proceeds of the sale shall be payable to the
Purported  Record  Transferee and to the Charitable  Beneficiary.  The Purported
Record  Transferee  shall  receive  the  lesser  of (A)  the  price  paid by the
Purported  Record  Transferee  for  the  Shares  or,  if  the  Purported  Record
Transferee  did not give  value for the  Shares,  the Fair  Market  Value of the
Shares on the day of the event  causing  the Shares to be held in trust,  or (B)
the price received by the Excess Share Trust from the sale or other  disposition
of the Shares.  Any  proceeds in excess of the amount  payable to the  Purported
Record Transferee will be paid to the Charitable  Beneficiary.  The Excess Share
Trustee shall be under no obligation  to obtain the highest  possible  price for
the Excess  Shares.  Prior to any  transfer  of any Excess  Shares by the Excess
Share Trustee,  the Corporation  must have waived in writing its purchase rights
under  Section  18.  It  is  expressly  understood  that  the  Purported  Record
Transferee  may enforce the  provisions of this Section  against the  Charitable
Beneficiary.

     If any of the  foregoing  restrictions  on  transfer  of  Excess  Shares is
determined  to be void,  invalid  or  unenforceable  by any  court of  competent
jurisdiction,  then the Purported Record Transferee may be deemed, at the option
of the  Corporation,  to have acted as an agent of the  Corporation in acquiring
such Excess  Shares in  Corporation  and to hold such Excess Shares on behalf of
the Corporation.

     (18) CALL BY CORPORATION ON EXCESS SHARES. Excess Shares shall be deemed to
have been offered for sale to the Corporation,  or its designee,  at a price per
Share  equal to the  lesser of (A) the price per Share in the  transaction  that
created  such  Excess  Shares  (or,  in the  case of a  devise,  gift  or  other
transaction in which no value was given for such Excess Shares,  the Fair Market
Value at the time of such devise,  gift or other  transaction)  and (B) the Fair
Market Value of the Excess Shares on the date the Corporation,  or its designee,
accepts such offer (the  "Redemption  Price").  The  Corporation  shall have the
right to accept  such  offer for a period of ninety  days after the later of (x)
the date of the purported  Transfer which resulted in such Excess Shares and (y)
the date  the  Board of  Directors  determines  in good  faith  that a  Transfer
resulting in Excess Shares has occurred,  if the Corporation  does not receive a
notice of such  Transfer  pursuant to Article  X(5) but in no event later than a
permitted  Transfer  pursuant  to and in  compliance  with the terms of  Article
X(17).  Unless the Board of Directors  determines that it is in the interests of
the Corporation to make earlier payments of all of the amount  determined as the
Redemption  Price per  Share in  accordance  with the  preceding  sentence,  the
Redemption  Price may be payable at the option of the Board of  Directors at any
time up to but not later  than the five  years  after  the date the  Corporation
accepts  the  offer  to  purchase  the  Excess  Shares.  In no event  shall  the
Corporation  have  an  obligation  to  pay  interest  to  the  Purported  Record
Transferee.

     (19)  UNDERWRITTEN  OFFERINGS.  The Ownership  Limit shall not apply to the
acquisition  of Shares  or  rights,  options  or  warrants  for,  or  securities
convertible into,  Shares by an underwriter in a public offering;  provided that
the underwriter makes a timely distribution of such Shares or rights, options or
warrants for, or securities convertible into, Shares.

     (20)  ENFORCEMENT.  The  Corporation  is  authorized  specifically  to seek
equitable relief, including injunctive relief, to enforce the provisions of this
Article X.

     (21)  NON-WAIVER No delay or failure on the part of the  Corporation or the
Board of Directors in exercising any right  hereunder  shall operate as a waiver
of any right of the  Corporation or the Board of Directors,  as the case may be,
except to the extent specifically waived in writing."

      (b) These amendments of the Charter have been approved by Corporation's
directors and stockholders.

      We the undersigned President and Secretary of the Corporation swear under
penalties of perjury that the foregoing is a corporate act.


/s/ Mark Lundy                        /s/ Jeffrey Fishman

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

Mark Lundy, Secretary                 Jeffrey Fishman, President


Return Address of Filing Party:

One Liberty Properties, Inc.

60 Cuttermill Road, Suite 303

Great Neck, New York 11021

Attn:  Secretary
<PAGE>

                                   EXHIBIT 3.2

                              ARTICLES OF AMENDMENT
                                       OF
                          ONE LIBERTY PROPERTIES, INC.

     One Liberty Properties,  Inc., a Maryland  corporation (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

     (a) the Articles of  Amendment  and  Restatement  of the  Corporation  (the
"Charter") is hereby amended as follows:

     (i) The  Charter  provides  that the  Corporation  is  authorized  to issue
25,000,000 shares of capital stock, all shares of which are common stock, with a
par value of One Dollar  ($1.00)  per share.  The  amendment  provides  that the
Corporation  may issue  37,500,000  shares of  capital  stock,  (a)  twenty-five
million  (25,000,000)  shares of which shall be  designated  common  stock,  One
Dollar ($1.00) par value per share, and (b) twelve million five hundred thousand
(12,500,000)  shares of which shall be designated  preferred  stock,  One Dollar
($1.00) par value per share.  To effect  this  amendment,  Article  IV(1) of the
Charter is hereby deleted in its entirety and the following  substituted in lieu
thereof:

     (1) The total number of shares of capital stock which the Corporation shall
have  authority  to  issue  is  thirty  seven  million  five  hundred   thousand
(37,500,000)  shares, (a) twenty-five million (25,000,000) shares of which shall
be designated  common stock, One Dollar ($1.00) par value per share (the "Common
Stock"),  and (b) twelve million five hundred  thousand  (12,500,000)  shares of
which shall be designated  preferred  stock,  One Dollar  ($1.00) par value (the
"Preferred Stock," and together with the Common Stock, the "Shares")."

     (ii) To address the  powers,  rights,  obligations  and  privileges  of the
Preferred  Stock,  Article IV of the  Charter is hereby  amended by adding a new
subsection 5 immediately  after subsection 4 contained  therein which shall read
as follows:

     "(5)  Subject  to  Article X, the Board of  Directors  is hereby  expressly
granted  authority to authorize from time to time, in accordance with applicable
law, the issue of one or more series of Preferred  Stock and with respect to any
such  series,  to  fix  by  resolution  or  resolutions  the  numbers,   powers,
designations, preferences and relative, participating, optional or other special
rights  of such  series  and the  qualifications,  limitations  or  restrictions
thereof,  including but without  limiting the generality of the  foregoing,  the
following:

     (a)  entitling  the  holders  thereof  to  cumulative,   non-cumulative  or
partially cumulative dividends, or to no dividends;

     (b) entitling the holders thereof to receive  dividends payable on a parity
with,  junior to, or in preference to, the dividends  payable on any other class
or series of capital stock of the Corporation;

     (c)  entitling  the  holders  thereof  to  rights  upon  the  voluntary  or
involuntary  liquidation,  dissolution  or  winding  up of,  or upon  any  other
distribution of the assets of, the Corporation,  on a parity with,  junior to or
in  preference  to, the rights of any other class or series of capital  stock of
the Corporation;
     (d)  providing  for the  conversion,  at the option of the holder or of the
Corporation  or both, of the shares of Preferred  Stock into shares of any other
class or  classes of capital  stock of the  Corporation  or of any series of the
same or any other class or classes or into property of the  Corporation  or into
the  securities  or  properties of any other  corporation  or person,  including
provision for adjustment of the  conversion  rate in such events as the Board of
Directors shall determine, or providing for no conversion;

     (e)  providing  for the  redemption,  in whole or in part, of the shares of
Preferred Stock at the option of the Corporation or the holder thereof, in cash,
bonds or other  property,  at such price or prices  (which amount may vary under
different conditions and at different  redemption dates),  within such period or
periods,  and under such  conditions as the Board of Directors shall so provide,
including  provisions  for the  creation  of a sinking  fund for the  redemption
thereof, or providing for no redemption;

     (f)  lacking  voting  rights or having  limited  voting  rights or enjoying
general, special or multiple voting rights;

     (g)  specifying  the  number of shares  constituting  that  series  and the
distinctive designation of that series and the stated value of that series;

     (h) specifying the  limitations and  restrictions,  if any, to be effective
while  any  shares  of such  series  are  outstanding  upon (i) the  payment  of
dividends, (ii) the making of other distributions,  (iii) the purchase, (iv) the
redemption  or (v) an  acquisition,  by the  Corporation  of any other  class or
classes of stock of the Corporation  ranking junior to the shares of such series
either as to dividends or upon liquidation, dissolution or winding-up;

     (i) specifying the conditions or restrictions, if any, upon the creation of
indebtedness  of the  Corporation or upon the issuance of any  additional  stock
(including  additional  shares of such  series or of any other  series or of any
other  class)  ranking on a parity with or prior to the shares of such series as
to  dividends  or  distributions  of assets  upon  liquidation,  dissolution  or
winding-up; and

     (j) providing for any other power, preference and relative,  participating,
optional  or other  rights  or terms,  and the  qualifications,  limitations  or
restrictions  thereof,  as shall not be  inconsistent  with applicable law, this
Section IV(5) or any resolution of the Board of Directors pursuant hereto."

     (b) These  amendments  of the Charter have been  approved by  Corporation's
directors and stockholders.

     We the undersigned  President and Secretary of the Corporation  swear under
penalties of perjury that the foregoing is a corporate act.

/s/ Mark Lundy                            /s/ Jeffrey Fishman

-----------------------                   ----------------------------
Mark Lundy, Secretary                     Jeffrey Fishman, President


Return Address of Filing Party:

One Liberty Properties, Inc.

60 Cuttermill Road, Suite 303

Great Neck, New York 11021

Attn:  Secretary

<PAGE>

                                  EXHIBIT 31.1
                                  CERTIFICATION

I, Fredric H. Gould, President and Chief Executive  Officer of One Liberty
Properties, Inc. certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q for the quarterly period
     ended June 30, 2005 of One Liberty Properties, Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as defined in Exchange Act Rule  13a-15(f))  for the
     registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

b)   Designed such internal  control over  financial  reporting,  or caused such
     internal  control  over  financial  reporting  to  be  designed  under  our
     supervision,  to provide reasonable  assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally   accepted   accounting
     principles;

c)   Evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the  registrant's  internal  control
     over financial  reporting that occurred during the registrant's most recent
     fiscal  quarter (the  registrant's  fourth fiscal quarter in the case of an
     annual report) that has  materially  affected,  or is reasonably  likely to
     materially  affect,  the  registrant's   internal  control  over  financial
     reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

a)   All  significant  deficiencies  and  material  weaknesses  in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the  registrant's  ability to record,  process,
     summarize and report financial information; and

b)   Any fraud,  whether or not  material,  that  involves  management  or other
     employees who have a significant role in the registrant's  internal control
     over financial reporting.


   Date:   August 9, 2005
                                  /s/ Fredric H. Gould
                                  --------------------
                                  Fredric H. Gould
                                  President and Chief Executive Officer


<PAGE>

                                  EXHIBIT 31.2
                                  CERTIFICATION

 I, David W. Kalish, Senior Vice President and Chief Financial Officer of One
 Liberty Properties, Inc. certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q for the quarterly period
     ended June 30, 2005 of One Liberty Properties, Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as defined in Exchange Act Rule  13a-15(f))  for the
     registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

b)   Designed such internal  control over  financial  reporting,  or caused such
     internal  control  over  financial  reporting  to  be  designed  under  our
     supervision,  to provide reasonable  assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally   accepted   accounting
     principles;

c)   Evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the  registrant's  internal  control
     over financial  reporting that occurred during the registrant's most recent
     fiscal  quarter (the  registrant's  fourth fiscal quarter in the case of an
     annual report) that has  materially  affected,  or is reasonably  likely to
     materially  affect,  the  registrant's   internal  control  over  financial
     reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

a)   All  significant  deficiencies  and  material  weaknesses  in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the  registrant's  ability to record,  process,
     summarize and report financial information; and

b)   Any fraud,  whether or not  material,  that  involves  management  or other
     employees who have a significant role in the registrant's  internal control
     over financial reporting.

Date:   August 9, 2005          /s/ David W. Kalish
                                -------------------
                                David W. Kalish
                                Senior Vice President
                                and Chief Financial Officer
<PAGE>


                                  EXHIBIT 32.1

             CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

                           PURSUANT TO 18 U.S.C. 1350
                 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

The undersigned,  Fredric H. Gould, President and Chief Executive Officer of One
Liberty Properties,  Inc., (the "Registrant"),  does hereby certify, pursuant to
18 U.S.C. 1350 as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002,  that  based  upon a review of the  Quarterly  Report on Form 10-Q for the
quarterly  period  ended  June 30,  2005 of the  Registrant,  as filed  with the
Securities and Exchange Commission on the date hereof (the "Report"):

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Registrant.

Date:   August 9, 2005      /s/ Fredric H. Gould
                            --------------------
                            Fredric H. Gould
                            President and Chief Executive Officer

<PAGE>


                                  EXHIBIT 32.2

       CERTIFICATION OF SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

                           PURSUANT TO 18 U.S.C. 1350
                 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

The  undersigned,  David W. Kalish,  Senior Vice  President and Chief  Financial
Officer of One Liberty Properties, Inc. (the "Registrant"), does hereby certify,
pursuant  to  18  U.S.C.  1350  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act of 2002, that based upon a review of the Quarterly Report on
Form 10-Q for the  quarterly  period ended June 30, 2005 of the  Registrant,  as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"):

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Registrant.

Date:   August 9, 2005      /s/ David W. Kalish
                            --------------------------
                            David W. Kalish
                            Senior Vice President
                            and Chief Financial Officer
[{"type": "10-Q", "sequence": "1", "filename": "olp10q063005.txt", "secsgml_size_bytes": 127076}]
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

           [X] Quarterly Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2005

                                       OR

          [ ] Transition Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                        Commission File Number 001-09279
                                               ---------

                          ONE LIBERTY PROPERTIES, INC.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

              MARYLAND                                  13-3147497
              ----------------------------------------------------
              (State or other jurisdiction of     (I.R.S. employer
              incorporation or organization) identification number)

              60 Cutter Mill Road, Great Neck, New York      11021
              ----------------------------------------------------
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (516) 466-3100
                                                           --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                   Yes   X           No
                                        ---             ---

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                   Yes  X            No
                                       ---              ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

As of August 4, 2005, the registrant had 9,858,706 shares of common stock
outstanding.
Part I - FINANCIAL INFORMATION

Item 1.    Financial Statements
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                  (Amounts in Thousands, Except Per Share Data)

                                                                                     June 30,            December 31,
                                                                                       2005                 2004
                                                                                       ----                 ----
                                                                                   (Unaudited)
Assets
Real estate investments, at cost
   Land                                                                             $  49,131          $  47,447
   Buildings and improvements                                                         206,186            199,736
                                                                                      -------            -------
                                                                                      255,317            247,183
           Less accumulated depreciation                                               20,736             18,647
                                                                                       ------             ------
                                                                                      234,581            228,536

   Investment in unconsolidated joint ventures                                         28,664             37,023
   Cash and cash equivalents                                                           29,025              6,051
   Unbilled rent receivable                                                             5,822              5,301
   Escrow, deposits and other receivables                                               1,454              2,285
   Investment in BRT Realty Trust (related party)                                         694                731
   Deferred financing costs                                                             2,759              2,408
   Other assets (including available-for-sale securities
       at market of $179 and $173)                                                      2,807              2,051
                                                                                        -----              -----

           Total assets                                                              $305,806           $284,386
                                                                                     ========           ========

Liabilities and Stockholders' Equity
   Liabilities:
        Mortgages payable                                                            $143,233           $124,019
        Line of credit                                                                      -              7,600
        Dividends payable                                                               3,250              3,230
        Accrued expenses and other liabilities                                          3,195              3,422
                                                                                        -----              -----

           Total liabilities                                                          149,678            138,271
                                                                                      -------            -------

Commitments and contingencies                                                               -                  -
Stockholders' equity:
        Preferred stock, $1 par value;
           12,500 shares authorized; none issued                                            -                  -
        Common stock, $1 par value; 25,000 shares
           authorized; 9,746 and 9,728 shares
           issued and outstanding                                                       9,746              9,728
        Paid-in capital                                                               134,385            133,350
        Accumulated other comprehensive income - net
           unrealized gain on available-for-sale securities                               783                717
        Unearned compensation                                                          (1,554)              (926)
        Accumulated undistributed net income                                           12,768              3,246
                                                                                       ------              -----

           Total stockholders' equity                                                 156,128            146,115
                                                                                      -------            -------

           Total liabilities and stockholders' equity                                $305,806           $284,386
                                                                                     ========           ========

                See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                  (Amounts in Thousands, Except Per Share Data)
                                   (Unaudited)

                                                                       Three Months Ended             Six Months Ended
                                                                            June 30,                      June 30,
                                                                            --------                      --------
                                                                      2005          2004             2005           2004
                                                                      ----          ----             ----           ----
Revenues:
   Rental income                                                    $ 7,174       $ 5,616          $13,884         $10,654
                                                                    -------       -------          -------         -------

Operating expenses:
   Depreciation and amortization                                      1,419         1,042            2,801          1,969
   General and administrative (including $324, $210,
     $620 and $489, respectively, to related party)                     982           746            1,852          1,601
   Real estate expenses                                                 147            88              265            182
   Leasehold rent                                                        77             -              154              -
   Provision for valuation adjustment
     of real estate                                                     469             -              469              -
                                                                      -----         -----            -----          -----
      Total operating expenses                                        3,094         1,876            5,541          3,752
                                                                      -----         -----            -----          -----

Operating income                                                      4,080         3,740            8,343          6,902

Other income and expenses:
   Equity in earnings of unconsolidated joint ventures                  743           295            1,851            970
   Interest and other income                                             60            61               81            153
   Interest:
      Expense                                                        (2,519)       (2,072)          (5,117)        (4,044)
      Amortization of deferred financing costs                         (130)         (110)            (313)          (201)
Gain on sale of air rights                                           10,248             -           10,248              -
(Loss) gain on sale of available-for-sale securities                     (1)            -              (1)              1
                                                                     ------         ------          -----           -----

Income from continuing operations                                    12,481         1,914          15,092           3,781

   Income from discontinued operations                                  212           307             324             685
   Net gain on sale of discontinued operations                          590             -             590               -
                                                                     ------        ------          ------          ------

Net income                                                          $13,283       $ 2,221         $16,006         $ 4,466
                                                                    =======       =======         =======         =======

Weighted average number of
   common shares outstanding:
      Basic                                                           9,841         9,721           9,818           9,691
                                                                      =====         =====           =====           =====
      Diluted                                                         9,845         9,736           9,824           9,712
                                                                      =====         =====           =====           =====

Net income per common share - basic and diluted:
      Income from continuing operations                              $ 1.27        $  .20          $ 1.54          $  .39
      Income from discontinued operations                               .08           .03             .09             .07
                                                                     ------        ------          ------          ------
      Net income per common share                                    $ 1.35        $  .23          $ 1.63          $  .46
                                                                     ------        ------          ------          ------

Cash distributions per share of common stock                         $  .33        $  .33          $  .66          $  .66
                                                                     ======        ======          ======          ======

                See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

            For the six month period ended June 30, 2005 (unaudited)
                      and the year ended December 31, 2004
                             (Amounts in Thousands)

                                                                       Accumulated
                                                                          Other           Unearned     Accumulated
                                             Common        Paid-in    Comprehensive       Compen-     Undistributed
                                              Stock        Capital       Income           sation       Net Income       Total
                                              -----        -------       ------           ------       ----------       -----
Balances, January 1, 2004                    $ 9,605      $130,863      $    823       $   (447)       $  5,125        $145,969

Distributions -
   common stock                                    -             -             -              -         (12,853)        (12,853)
Exercise of options                               49           543             -              -               -             592
Shares issued through
   dividend reinvestment plan                     72         1,247             -              -               -           1,319
Issuance of restricted stock                       -           699             -           (699)              -               -
Restricted stock vesting                           2            (2)            -              -               -               -
Compensation expense -
   restricted stock                                -             -             -            220               -             220
     Net income                                    -             -             -              -          10,974          10,974
     Other comprehensive income-
        net unrealized loss on
        available-for-sale securities              -             -          (106)             -               -            (106)
                                                                                                                         ------
Comprehensive income                                                                                                     10,868
                                              ------        ------        ------         ------          ------          ------

Balances, December 31, 2004                    9,728       133,350           717           (926)          3,246         146,115

Distributions -
   common stock                                    -             -             -              -          (6,484)         (6,484)
Exercise of options                                8            81             -              -               -              89
Shares issued through
   dividend reinvestment plan                     10           178             -              -               -             188
Issuance of restricted stock                       -           776             -           (776)              -               -
Compensation expense -
   restricted stock                                -             -             -            148               -             148
     Net income                                    -             -             -              -          16,006          16,006
     Other comprehensive income-
        net unrealized gain on
        available-for-sale securities              -             -            66              -               -              66
                                                                                                                         ------
Comprehensive income                                                                                                     16,072
                                              ------        ------       -------         ------          ------          ------

Balances, June 30, 2005                      $ 9,746      $134,385       $   783       $ (1,554)       $ 12,768        $156,128
                                             =======      ========       =======       ========        ========        ========

           See accompanying notes to consolidated financial statements.
ONE LIBERTY PROPERTIES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)

                                                                                                            Six Months Ended
                                                                                                                June 30,
                                                                                                                --------
                                                                                                        2005                2004
                                                                                                        ----                ----
Cash flows from operating activities:
   Net income                                                                                        $ 16,006             $ 4,466
   Adjustments to reconcile net income
     to net cash provided by operating activities:
   Gain on sales of real estate                                                                       (10,838)                  -
   Loss (gain) on sale of available-for-sale securities                                                     1                  (1)
   Increase in rental income from straight-lining of rent                                                (521)               (416)
   Decrease in rental income from amortization of
     intangibles relating to leases                                                                        12                  18
   Provision for valuation adjustment                                                                     469                   -
   Amortization of restricted stock expense                                                               148                 105
   Equity in earnings of unconsolidated joint ventures                                                 (1,851)               (970)
   Distributions from unconsolidated joint ventures                                                     1,869               1,211
   Depreciation and amortization                                                                        2,919               2,161
   Amortization of financing costs                                                                        313                 201
   Changes in assets and liabilities:
   Decrease (increase) in escrow, deposits and other receivables                                          741                (482)
   Decrease in accrued expenses and other liabilities                                                    (227)               (340)
                                                                                                         ----                ----
           Net cash provided by operating activities                                                    9,041               5,953
                                                                                                        -----               -----

Cash flows from investing activities:
   Additions to real estate                                                                           (25,319)            (23,284)
   Net proceeds from sale of real estate                                                               26,052                   -
   Investment in unconsolidated joint ventures                                                           (282)               (250)
   Distribution of refinancing proceeds from unconsolidated
     joint ventures                                                                                     8,716                   -
   Net proceeds from sale of available-for-sale securities                                                  3                   3
                                                                                                        -----               -----
           Net cash provided by (used in) investing activities                                          9,170             (23,531)
                                                                                                        -----             -------

Cash flows from financing activities:
   Repayment of mortgages payable                                                                     (12,941)             (1,126)
   Proceeds from mortgages payable                                                                     32,156                   -
   Payment of financing costs                                                                            (664)               (708)
   Payment of bank line of credit, net                                                                 (7,600)                  -
   Cash distributions - common stock                                                                   (6,465)             (6,593)
   Exercise of stock options                                                                               89                 326
   Issuance of shares through dividend reinvestment plan                                                  188                 650
                                                                                                          ---                 ---
           Net cash provided by (used in) financing activities                                          4,763              (7,451)
                                                                                                        -----              ------

           Net increase (decrease) in cash and cash equivalents                                        22,974             (25,029)

Cash and cash equivalents at beginning of period                                                        6,051              45,944
                                                                                                        -----              ------

Cash and cash equivalents at end of period                                                            $29,025             $20,915
                                                                                                      =======             =======

Supplemental disclosures of cash flow information:
   Cash paid during the period for interest                                                           $ 5,061             $ 4,010

Supplemental schedule of non-cash investing and financing activities:
   Assumption of mortgages payable in connection with purchase of real estate                         $     -             $ 7,085

               See accompanying notes to consolidated financial statements.
One Liberty Properties, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements

Note 1 - Basis of Preparation
         --------------------

The accompanying interim unaudited  consolidated financial statements as of June
30, 2005 and for the six and three  months  ended June 30, 2005 and 2004 reflect
all normal  recurring  adjustments  which  are,  in the  opinion of  management,
necessary for a fair  presentation of the results for such interim periods.  The
results of  operations  for the six and three months ended June 30, 2005 are not
necessarily indicative of the results for the full year.

The preparation of the financial  statements in conformity  with U.S.  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the amounts  reported in the financial  statements  and
accompanying notes. Actual results could differ from those estimates.

The  consolidated  financial  statements  include  the  accounts  of One Liberty
Properties,   Inc.  and  its  wholly-owned   subsidiaries   (collectively,   the
"Company").  The Company  accounts for its investments in  unconsolidated  joint
ventures  under  the  equity  method  of  accounting  as the  Company  exercises
significant  influence  over,  but does not control,  these  entities.  Material
intercompany items and transactions have been eliminated.

Certain amounts reported in previous consolidated financial statements have been
reclassified in the accompanying consolidated financial statements to conform to
the current year's presentation.

These statements  should be read in conjunction with the consolidated  financial
statements  and related notes which are included in the Company's  Annual Report
on Form 10-K for the year ended December 31, 2004.

Note 2 - Earnings Per Common Share
         -------------------------

For the six and three  months ended June 30, 2005 and 2004,  basic  earnings per
share were  determined  by  dividing  net income for the period by the  weighted
average  number of shares  of the  Company's  Common  Stock  outstanding,  which
includes restricted stock, during each period.

Diluted  earnings per share reflect the  potential  dilution that could occur if
securities or other contracts exercisable for, or convertible into, Common Stock
were  exercised  or  converted  or resulted in the issuance of Common Stock that
shared in the earnings of the Company. For the six and three month periods ended
June 30, 2005 and 2004,  diluted  earnings per share were determined by dividing
net income applicable to common  stockholders for the period by the total of the
weighted average number of shares of Common Stock  outstanding plus the dilutive
effect of the  Company's  outstanding  options  (5,597 and 4,314 for the six and
three  months  ended  June 30,  2005 and 20,405 and 14,797 for the six and three
months ended June 30, 2004, respectively) using the treasury stock method.
One Liberty Properties, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Continued)

Note 3 - Investment in Unconsolidated Joint Ventures
         -------------------------------------------

The  Company  is a member in six  unconsolidated  joint  ventures  which own and
operate fourteen  properties.  The following tables present unaudited  condensed
financial  statements of the two most significant joint ventures,  both of which
own movie theater  properties,  are with MTC Investors LLC, an unrelated  party,
and in which the Company is the managing member (amounts in thousands):
Joint Venture #1

Condensed Balance Sheets                                                June 30, 2005       December 31, 2004
------------------------                                                -------------       -----------------
                                                                                                (audited)
Cash and cash equivalents                                                   $    536             $    720
Real estate investments, net                                                  53,958               54,533
Deferred financing costs                                                         492                  527
Unbilled rent receivable                                                       1,269                1,105
Other assets                                                                       3                    3
                                                                            --------             --------
Total assets                                                                $ 56,258             $ 56,888
                                                                            ========             ========

Mortgage loans payable                                                      $ 32,169             $ 32,600
Other liabilities                                                                483                  687
Equity                                                                        23,606               23,601
                                                                              ------               ------
Total liabilities and equity                                                $ 56,258             $ 56,888
                                                                            ========             ========

Company's equity investment                                                 $ 12,745             $ 12,752
                                                                            ========             ========
Three Months Ended               Six Months Ended
                                                                        June 30,                      June 30,
                                                                        --------                      --------

Condensed Statements of Operations                                 2005            2004           2005             2004
----------------------------------                                 ----            ----           ----             ----
Rental income                                                    $ 1,838          $ 1,834        $ 3,675         $ 3,667
                                                                 -------          -------        -------         -------

Depreciation and amortization                                        289              289            577             577
Operating expenses                                                    76               81            149             156
                                                                 -------          -------        -------         -------
Total operating expenses                                             365              370            726             733
                                                                 -------          -------        -------         -------

Operating income                                                   1,473            1,464          2,949           2,934

Other income and expenses:
    Interest income                                                    -                -              3               -
    Interest:
      Expense                                                       (631)            (647)        (1,266)         (1,299)
      Amortization of deferred financing costs                       (17)             (18)           (35)            (35)
                                                                 -------          -------        -------         -------
Net income attributable to members                               $   825          $   799        $ 1,651         $ 1,600
                                                                 =======          =======        =======         =======

Company's share of net income                                    $   413          $   399        $   826         $   800
                                                                 =======          =======        =======         =======

Amount recorded in income statement (A)                          $   407          $   394        $   816         $   790
                                                                 =======          =======        =======         =======
Distributions received by the Company
    from operations                                              $   408          $   406        $   823         $   811
                                                                 =======          =======        =======         =======
(A)  The difference  between the carrying amount of the Company's  investment in
     Joint  Venture # 1 and the  underlying  equity  in net  assets is a premium
     amortized as an  adjustment to equity in earnings of  unconsolidated  joint
     ventures over 40 years.
One Liberty Properties, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Continued)

Note 3 - Investment in Unconsolidated Joint Ventures (Continued)
         -------------------------------------------------------
Joint Venture #2

Condensed Balance Sheets                                                    June 30, 2005       December 31, 2004
------------------------                                                    -------------       -----------------
                                                                                                    (audited)
Cash and cash equivalents                                                     $    594               $    413
Real estate investments, net                                                    41,607                 42,012
Deferred financing costs                                                           435                    450
Unbilled rent receivable                                                           986                    839
Other assets, primarily investment in AIX stock                                    378(A)                  18
                                                                              --------               --------
Total assets                                                                  $ 44,000               $ 43,732
                                                                              ========               ========

Mortgage loans payable                                                        $ 25,407               $ 25,606
Other liabilities                                                                  671                    610
Equity                                                                          17,922                 17,516
                                                                                ------                 ------
Total liabilities and equity                                                  $ 44,000               $ 43,732
                                                                              ========               ========

Company's equity investment                                                   $  8,856               $  8,652
                                                                              ========               ========
Three Months Ended               Six Months Ended
                                                                         June 30,                        June 30,
                                                                         --------                        --------
Condensed Statements of Operations                                 2005            2004            2005             2004
----------------------------------                                 ----            ----            ----             ----
Rental income                                                    $ 1,249          $   436         $ 3,004(A)      $ 1,677
                                                                 -------          -------         -------         -------

Depreciation and amortization                                        203              202             405             404
Operating expenses                                                    84               19             107              33
                                                                 -------          -------         -------         -------
Total operating expenses                                             287              221             512             437
                                                                 -------          -------         -------         -------

Operating income                                                     962              215          2,492            1,240

Other income and expenses:
    Interest:
      Expense                                                       (498)            (509)          (997)          (1,020)
      Amortization of deferred financing costs                        (8)              (8)           (16)             (16)
                                                                 -------          -------         ------           ------

Net income (loss) attributable to members                        $   456          $  (302)        $ 1,479          $   204
                                                                 =======          =======         =======          =======

Company's share of net income (loss)                             $   228          $  (151)        $   739          $   102
                                                                 =======          =======         =======          =======

Distributions received by the Company
    from operations                                              $   228          $   146         $   629          $   292
                                                                 =======          =======         =======          =======
(A)  During  February  2005,  the operator of one of the joint  venture's  movie
     theaters sold its business to an independent third party, which accelerated
     the payment of arrearages of rent and other miscellaneous charges that were
     originally  due to the Company in August 2005.  Revenues for the six months
     ended June 30, 2005 include the accelerated rent arrearages of $592,000. In
     consideration of the joint venture's  consent to the lease assignment and a
     lease amendment and its waiver of the  requirement  for a security  deposit
     under the amended  lease,  the joint  venture  received  40,000  restricted
     shares  of  Class  A  common  stock  of the  new  tenant's  parent  company
     (AMEX:AIX).  The closing price per share on the date of the transaction for
     these  shares  was $4.40  and $9.04 at June 30,  2005.  These  shares  have
     certain restrictions regarding the disposition of such shares.

                  One Liberty Properties, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Continued)

Note 3 - Investment in Unconsolidated Joint Ventures (Continued)
         -------------------------------------------------------

At June 30, 2005, the remaining four unconsolidated  joint ventures each own one
property.  At June  30,  2005  and  December  31,  2004,  the  Company's  equity
investment in these four joint  ventures  totaled  $7,063,000  and  $15,619,000,
respectively.  The June 30, 2005 balance is net of  distributions of refinancing
proceeds the Company received from two of the ventures. The unconsolidated joint
ventures contributed $296,000 and $108,000, respectively, in equity earnings for
the  six and  three  months  ended  June  30,  2005  and  $78,000  and  $52,000,
respectively,  in equity  earnings  for the six and three  months ended June 30,
2004, when only two ventures existed.

Note 4 - Gain On Sale of Air Rights
         --------------------------

On June 30,  2005,  the  Company  sold the unused  development  or "air"  rights
relating  to a  property  located  in  Brooklyn,  New York for a sales  price of
approximately $11,000,000, which resulted in a gain of approximately $10,250,000
for financial statement  purposes.  The Company anticipates that it will be able
to enter into a 1031 tax  deferred  exchange  and use the net sales  proceeds of
approximately  $10,250,000  to acquire an  additional  property  or  properties.
Therefore,  the Company  anticipates it will not realize a gain on this sale for
federal tax purposes.  In connection with this sale, a brokerage fee of $205,000
was paid to a company  controlled  by the Chairman of the Board of Directors and
certain officers of the Company.

Note 5 - Discontinued Operations
         -----------------------

On May 17, 2005, the Company sold a property  located in Jupiter,  Florida for a
sales price of approximately  $16,500,000,  resulting in a gain of approximately
$590,000.  In connection with this sale, a brokerage fee of $165,000 was paid to
a company  controlled  by the  Chairman  of the Board of  Directors  and certain
officers of the Company. In accordance with SFAS 144, "Accounting for Impairment
or  Disposal  of  Long-Lived  Assets,"  the  Company  recorded  the  results  of
operations and the related gain as income from discontinued operations.

The following is a summary of income from  discontinued  operations  for the six
and three months ended June 30, 2005 and 2004 (in thousands):
Three Months Ended              Six Months Ended
                                                                    June 30,                       June 30,
                                                                    --------                       --------
                                                               2005         2004            2005           2004
                                                               ----         ----            ----           ----
Revenues, primarily rental income                             $   387     $    520       $    783       $  1,041
                                                              -------     --------       --------       --------

Depreciation and amortization                                      39           96            118            192
Real estate expenses                                              136          117            341            164
                                                              -------     --------       --------       --------
    Total operating costs                                         175          213            459            356
                                                              -------     --------       --------       --------
Income from discontinued operations
    before gain on sale                                           212          307            324            685

Gain on sale of discontinued operations                           590            -            590              -
                                                              -------     --------       --------       --------

Income from discontinued operations                          $    802     $    307       $    914       $    685
                                                             ========     ========       ========       ========
One Liberty Properties, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Continued)

Note 6 - Common Stock Dividend Distribution
         ----------------------------------

On June 14, 2005, the Board of Directors  declared a quarterly cash distribution
of $.33 per share on the  Company's  Common Stock which was paid on July 5, 2005
to stockholders of record on June 27, 2005.

Note 7 - Comprehensive Income
         --------------------

Comprehensive  income for the three month  periods  ended June 30, 2005 and 2004
are as follows (amounts in thousands):
Three Months Ended              Six Months Ended
                                                                   June 30,                       June 30,
                                                                   --------                       --------
                                                              2005         2004            2005           2004
                                                              ----         ----            ----           ----
Net income                                                   $ 13,283    $  2,221       $ 16,006       $  4,466
Other comprehensive income -
    Unrealized gain (loss) on
    available-for-sale securities                                 172        (143)            66           (277)
                                                             --------    --------       --------       --------
Comprehensive income                                         $ 13,455    $  2,078       $ 16,072       $  4,189
                                                             ========    ========       ========       ========
Accumulated  other  comprehensive  income,  which is solely comprised of the net
unrealized  gain on  available-for-sale  securities was $783,000 and $546,000 at
June 30, 2005 and 2004, respectively.

Note 8 - Provision for Valuation Adjustment of Real Estate
         -------------------------------------------------
At December 31, 2004, the Company  determined that the estimated fair value of a
retail  property,  where the tenant filed for bankruptcy  protection and vacated
the premises, was lower than its carrying value and thus, the Company recorded a
$366,000 provision for the difference.  At June 30, 2005, the Company wrote down
the asset by an  additional  $469,000  based on an updated  evaluation of market
conditions  in the  geographic  area in  which  the  property  is  located.  The
provisions were recorded as direct  write-downs of the investment on the balance
sheet and depreciation was calculated using the new basis.

Note 9 - Restricted Stock
         ----------------

As of June 30,  2005,  a total of  102,800  shares  have been  issued  under the
Company's 2003 Incentive  Plan,  including  40,750  restricted  shares that were
awarded in April 2005.  The total number of shares  issuable  under this Plan is
275,000.  The  restricted  shares  issued to date under the Plan vest five years
from the date of issuance and under certain circumstances, may vest earlier. For
accounting  purposes,  the restricted  stock is not included in the  outstanding
shares  shown  on the  balance  sheet  until  they  vest.  The  Company  records
compensation  expense over the vesting period,  measuring the compensation  cost
based on the market  value of the  shares on the date of grant.  For the six and
three months ended June 30, 2005, the Company  recorded  $148,000 and $90,000 of
compensation expense, respectively.
One Liberty Properties, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Continued)

Note 10 - Preferred Stock
          ---------------

At the  Company's  Annual  Meeting of  Stockholders  held on June 14, 2005,  the
stockholders  approved  an  Amendment  to the  Company's  Restated  Articles  of
Incorporation to increase the aggregate  number of shares of authorized  capital
stock by authorizing the issuance of 12,500,000  shares of preferred  stock, par
value $1.00 per share. To date none have been issued.

Note 11 - New Accounting Pronouncements
          -----------------------------

Emerging  Issues Task Force ("EITF") Issue 04-5,  "Investor's  Accounting for an
Investment  in a  Limited  Partnership  when the  Investor  is the Sole  General
Partner and the Limited  Partners Have Certain  Rights" was ratified by the FASB
in June 2005.  This EITF  provides  guidance  in  determining  whether a general
partner  controls a limited  partnership  and what  rights  held by the  limited
partners(s)  preclude the sole general  partner from  consolidating  the limited
partnership  in  accordance  with  the  U.S.   generally   accepted   accounting
principles.  This issue is effective  no later than for fiscal  years  beginning
after  December  15,  2005  and  as  of  June  29,  2005  for  new  or  modified
arrangements.

On December 16, 2004, the Financial  Accounting Standards Board issued Statement
No. 123  (revised  2004),  "Share-Based  Payment,"  which is a revision  of FASB
Statement No. 123, "Accounting for Stock-Based Compensation".  Statement 123 (R)
supersedes APB Opinion No. 25,  "Accounting  for Stock Issued to Employees," and
amends FASB  Statement  No. 95,  "Statement  of Cash Flows".  Statement  123 (R)
requires all  share-based  payments to employees,  including  grants of employee
stock  options,  be recognized in the financial  statements  based on their fair
value.  The pro forma  disclosure is no longer an alternative.  The statement is
effective for public companies as of January 1, 2006.

Management is evaluating the impact of the pronouncement and EITF issue and does
not anticipate that their adoption will have a significant effect on earnings or
the financial position of the Company.

Note 12 - Subsequent Events and Contingency
          ---------------------------------

On July 21, 2005,  the Company  announced  that Jeffrey  Fishman,  the Company's
President,  Chief  Executive  Officer  and a member  of the  Company's  Board of
Directors,  resigned.  On July 21,  2005 the  Company  also  announced  that the
Company's Board of Directors elected Fredric H. Gould, Chairman of the Board, as
the Company's Chief Executive Officer and President,  effective immediately. Mr.
Fishman's  resignation  followed the discovery by the Company of what appears to
be  inappropriate  financial  dealings by Mr.  Fishman with a former tenant of a
property owned by a joint venture in which the Company is a venture  partner and
managing member.  Claims have been made against the Company by the former tenant
(which was a tenant at a property  owned by Joint Venture #2 from August 9, 2002
to February 11, 2005) for Mr. Fishman's  inappropriate  financial  dealings.  No
litigation  has been  commenced  against the Company by the former  tenant as of
this date.

The Audit Committee of the Board of Directors has retained  special counsel who,
in  consultation  with the Audit  Committee,  is  investigating  this matter and
related matters.  Expenses in connection with this investigation will affect the
Company's net income and net income per share for the quarter  ending  September
30, 2005 and potentially future quarters. The Company cannot estimate the amount
of these expenses at this time.
Item 2.  Management's Discussion And Analysis Of Financial Condition And Results
         -----------------------------------------------------------------------
         Of Operations
         -------------

Forward-Looking Statements
--------------------------

With the exception of historical information, this quarterly report on Form 10-Q
contains certain forward-looking statements within the meaning of Section 27A of
the  Securities  Act  of  1933,  as  amended.  We  intend  such  forward-looking
statements  to be  covered  by the safe  harbor  provision  for  forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995 and
include  this  statement  for  purposes  of  complying  with these  safe  harbor
provisions.  Forward-looking statements,  which are based on certain assumptions
and  describe our future  plans,  strategies  and  expectations,  are  generally
identifiable by use of the words "may," "will," "believe,"  "expect,"  "intend,"
"anticipate,"  "estimate,"  "project,"  or  similar  expressions  or  variations
thereof.  Forward-looking  statements should not be relied on since they involve
known and unknown  risks,  uncertainties  and other  factors  which are, in some
cases,  beyond our control and which could  materially  affect  actual  results,
performance or achievements. Investors are cautioned not to place undue reliance
on any forward-looking statements.

Overview
--------
We are a  self-administered  real  estate  investment  trust,  or  REIT,  and we
primarily own real estate that we net lease to tenants. At June 30, 2005, we own
46  properties,  participate  in six  joint  ventures  that  own a  total  of 14
properties and hold a 50% tenancy in common  interest in one property.  These 61
properties are located in 21 states.

We have elected to be taxed as a REIT under the  Internal  Revenue Code of 1986,
as amended.  To qualify as a REIT, we must meet a number of  organizational  and
operational  requirements,  including a requirement that we distribute currently
at least 90% of ordinary taxable income to our stockholders. We intend to comply
with these requirements and to maintain our REIT status.

Our principal  business strategy is to acquire improved,  commercial  properties
subject to  long-term  net  leases.  We acquire  properties  for their  value as
long-term  investments and for their ability to generate income over an extended
period of time.  We have  borrowed  funds in the past to finance the purchase of
real estate and we expect to do so in the future.

Our rental  properties are generally leased to corporate tenants under operating
leases  substantially all of which are noncancellable.  Substantially all of our
lease agreements are net lease  arrangements  that require the tenant to pay not
only rent, but also  substantially  all of the operating  expenses of the leased
property,  including maintenance,  taxes, utilities and insurance. A majority of
our lease  agreements  provide for periodic rental  increases and certain of our
other leases provide for increases based on the consumer price index.

At June 30,  2005,  excluding  mortgages  payable  of our  unconsolidated  joint
ventures,  we had 35 outstanding  mortgages payable,  aggregating  approximately
$143 million  principal  amount,  each of which is secured by a first lien on an
individual real estate investment.  The real properties securing our outstanding
mortgages payable have an aggregate carrying value of approximately $220 million
before  accumulated  depreciation.  The  mortgages  bear interest at fixed rates
ranging from 5.125% to 8.8%, and mature between 2006 and 2023.

On July 21, 2005, we announced that Jeffrey  Fishman,  the company's  President,
Chief  Executive  Officer and a member of its Board of Directors,  resigned.  On
July 21, 2005 we also announced that the Board of Directors  elected  Fredric H.
Gould,  Chairman of the Board,  as our Chief  Executive  Officer and  President,
effective immediately. Mr. Fishman's resignation followed the discovery by us of
what appears to be inappropriate financial dealings by Mr. Fishman with a former
tenant of a property owned by a joint venture in which we are a venture  partner
and  managing  member.  Claims  have been made  against us by the former  tenant
(which was a tenant at a property owned by Joint Venture # 2 from August 9, 2002
to February 11, 2005) for Mr. Fishman's  inappropriate  financial  dealings.  No
litigation has been commenced against us by the former tenant as of this date.

The Audit Committee of the Board of Directors has retained  special counsel who,
in  consultation  with the Audit  Committee,  is  investigating  this matter and
related matters.  Expenses in connection with this investigation will affect our
net income and net income per share for the quarter  ending  September  30, 2005
and potentially future quarters. We cannot estimate the amount of these expenses
at this time.

Results of Operations
---------------------

Comparison of Six and Three Months Ended June 30, 2005 and 2004
---------------------------------------------------------------

Revenues
--------

Rental income increased by $3.2 million,  or 30.3%, to $13.9 million for the six
months ended June 30, 2005 from $10.7  million for the six months ended June 30,
2004.  For the three months ended June 30, 2005,  rental income  increased  $1.6
million,  or 27.7%, to $7.2 million from $5.6 million for the three months ended
June 30, 2004.  The increase in rental  income is primarily  due to $3.4 million
and $1.5 million of rental revenues earned during the six and three months ended
June 30, 2005,  respectively,  on twelve properties acquired by us between March
2004 and February 2005. This increase was reduced by a $216,000 direct write off
of the entire unbilled rent receivable balance of one of our tenants which filed
for protection  under the federal  bankruptcy  laws in January 2005. This tenant
has paid its monthly rent since February 2005.

Operating Expenses
------------------

Depreciation  and  amortization  expense  increased by $832,000,  or 42.3%,  and
$377,000,  or 36.2%,  to $2.8  million  and $1.4  million  for the six and three
months  ended June 30, 2005,  respectively.  The  increase in  depreciation  and
amortization  expense was primarily due to the acquisition of twelve  properties
between March 2004 and February 2005.

General and  administrative  expenses  increased by $251,000,  or 15.7%, to $1.9
million for the six months ended June 30, 2005.  For the three months ended June
30, 2005, general and administrative  expenses increased by $236,000,  or 31.6%,
to $982,000.  The six and three months ended June 30, 2005 include  increases of
$96,000 and $53,000 in  salaries,  bonuses and  benefits  paid to our  principal
executive officers. In addition,  there were increases of approximately $124,000
and $108,000,  respectively,  for executive and support personnel, primarily for
legal and  accounting  services,  including  additional  staffing  requirements,
allocated  to us pursuant to a Shared  Services  Agreement  among us and related
entities.  Also  included in the six and three  months ended June 30, 2005 is an
increase in compensation expense of $43,000 and $10,000, respectively,  relating
to the issuance of restricted  stock. The balance of the increase in general and
administrative  expenses for the six and three months ended June 30, 2005 is due
to an increase in a number of items including professional fees of approximately
$86,000  and  $42,000,  respectively,  relating  to  costs  associated  with the
internal  control  procedures  related to  compliance  with  Section  404 of the
Sarbanes-Oxley  Act.  Additionally,  for the six and three months ended June 30,
2005,  state taxes increased by approximately  $23,000 and $8,000,  director and
officer  liability  insurance and  directors'  fees  increased by  approximately
$39,000 and  $12,000,  and  professional  fees,  travel and other  miscellaneous
expenses  decreased by  approximately  $59,000 and  increased  by  approximately
$3,000,  respectively.  During the six months ended June 30, 2004, we incurred a
one-time  expense of $101,000  in  connection  with the  initial  listing of our
common stock on the New York Stock Exchange.

Real estate expenses  increased by $83,000,  or 45.6%,  and $59,000,  or 67%, to
$265,000 and  $147,000  for the six and three  months ended June 30, 2005.  This
increase includes  approximately $36,000 in repairs at two properties during the
six months ended June 30, 2005, as well as increased  professional fees, payment
of real estate taxes on two vacant  properties and the amortization of a leasing
commission.

At June 30, 2005, we determined  that the estimated fair value of a property was
lower than the  carrying  amount and we  recorded a $469,000  provision  for the
difference.  This is in  addition to the  $366,000  provision  on this  property
recorded by us at December 31, 2004.  In early 2004,  the retail  tenant at this
property filed for bankruptcy protection, disaffirmed its lease and vacated this
store. There was no comparable  provision in the six and three months ended June
30, 2004.

Other Income and Expenses
-------------------------

Our equity in earnings of unconsolidated  joint ventures  increased by $881,000,
or 90.8%,  to $1.9 million for the six months ended June 30, 2005. For the three
months ended June 30, 2005, equity in earnings of unconsolidated  joint ventures
increased  $448,000,  or 152%,  to $743,000  from  $295,000 for the three months
ended June 30,  2004.  The  increases  result  from a  combination  of  factors,
including our equity share of income earned by two joint  ventures  organized in
the second half of 2004. These joint ventures each purchased one property and we
recognized equity in earnings of $250,000 and $82,000, respectively,  from these
joint ventures in the six and three months ended June 30, 2005. Additionally, in
February  2005,  the operator of one of the movie  theaters  owned by one of our
joint  ventures  sold  its  business  to  an  independent  third  party,   which
accelerated  the  payment  of  rent  arrearages   totaling  $592,000  that  were
originally  due in August 2005. We have a 50% interest in this joint venture and
the accelerated payment resulted in an additional $296,000 of equity in earnings
to us.  Additional  increases in equity earnings to us in the 2005 six and three
month periods resulted from rent payments from this new tenant and the write off
during the six months ended June 30, 2004 of the entire balance of unbilled rent
receivable relating to this movie theater.

Interest and other income decreased by $72,000, or 47.1%, to $81,000 for the six
months  ended  June 30,  2005.  The  primary  reason  for the  decrease  was the
reduction  of interest  earned  during the six months ended June 30, 2004 on our
investment  of the balance of the net  proceeds  received  from our October 2003
public offering. These offering proceeds were fully utilized in the last quarter
of 2004.

Interest expense increased by $1.1 million, or 26.5%, and $447,000, or 21.6%, to
$5.1 million and $2.5 million,  respectively, for the six and three months ended
June 30, 2005. This includes  increases of $813,000 and $362,000,  respectively,
on our mortgages  payable  resulting  from  mortgages  placed on ten  properties
between  September 2004 and June 2005, the assumption of mortgages in connection
with the purchase of two  properties  during  March 2004 and  November  2004 and
penalties  incurred upon our prepayment of two mortgages  which had above market
rates of interest.  In addition,  interest expense related to our line of credit
increased by $260,000 and  $85,000,  respectively,  for the six and three months
ended June 30, 2005 resulting from borrowings made to facilitate the purchase of
several properties.

Amortization of deferred  financing costs increased by $112,000,  or 55.7%,  and
$20,000, or 18.2%, to $313,000 and $130,000, respectively, for the six and three
months ended June 30, 2005.  These increases result from mortgages placed on ten
properties during September 2004 and June 30, 2005, the write off of the balance
of  deferred  financing  costs  related to a mortgage we paid off in full during
January 2005 and from increased  credit line costs  resulting from the amendment
to our credit line in June 2004.

On June 30,  2005,  we closed on the sale of unused  developmental  "air" rights
relating to our property  located in Brooklyn,  New York. The purchase price was
$11  million  and in  addition,  the  purchaser  paid  for  some of our  closing
expenses.  The  financial  statement  gain of  approximately  $10.25  million is
anticipated  to be tax deferred  since we  anticipate to be able to enter into a
1031 tax deferred  exchange and use the sales  proceeds to acquire an additional
property or properties.

Discontinued Operations
-----------------------

On May 17,  2005,  we sold a property  located in Florida  for a sales  price of
approximately $16.5 million and recognized a gain of $590,000.

Liquidity and Capital Resources
-------------------------------

We had cash and cash equivalents of approximately  $29 million at June 30, 2005.
Our primary  sources of liquidity are cash and cash  equivalents,  our revolving
credit facility and cash generated from operating activities, including mortgage
financings.  We have a $62.5  million  revolving  credit  facility  with  Valley
National  Bank,  Merchants  Bank  Division,  Bank Leumi USA,  Manufacturers  and
Traders  Trust Company and Israel  Discount  Bank of New York.  This facility is
available  to us to pay  down  existing  and  maturing  mortgages,  to fund  the
acquisition of properties or to invest in joint ventures.  The facility  matures
on June 30, 2007.  Borrowings  under the facility  bear interest at the lower of
LIBOR plus 2.5% or the bank's prime rate, and there is an unused facility fee of
one-quarter of 1% per annum. Net proceeds  received from the sale or refinancing
of  properties  are required to be used to repay amounts  outstanding  under the
facility if proceeds from the facility  were used to purchase or refinance  such
properties. There is currently no balance outstanding under the facility.

We are actively engaged in seeking additional property  acquisitions,  including
the  possibility of acquiring  properties with joint venture  partners,  and are
involved in various  stages of  negotiation  with respect to the  acquisition of
additional properties. We will use cash and cash equivalents, cash provided from
operations, cash provided from mortgage financings and funds available under our
credit facility to fund acquisitions.

We  had  no   outstanding   contingent   commitments,   such  as  guarantees  of
indebtedness, or any other contractual cash obligations at June 30, 2005.

Cash Distribution Policy
------------------------

We have elected to be taxed as a REIT under the  Internal  Revenue Code of 1986,
as amended.  To qualify as a REIT, we must meet a number of  organizational  and
operational  requirements,  including a requirement that we distribute currently
at least  90% of our  ordinary  taxable  income to our  stockholders.  It is our
current  intention  to comply  with these  requirements  and  maintain  our REIT
status. As a REIT, we generally will not be subject to corporate federal,  state
or local income taxes on taxable  income we distribute  currently (in accordance
with the Internal Revenue Code and applicable  regulations) to our stockholders.
If we fail to  qualify  as a REIT in any  taxable  year,  we will be  subject to
federal,  state and local income taxes at regular corporate rates and may not be
able to qualify as a REIT for four subsequent tax years. Even if we qualify as a
REIT for federal taxation purposes, we may be subject to certain state and local
taxes on our income and to federal income and excise taxes on our  undistributed
taxable income (i.e.,  taxable income not  distributed in the amounts and in the
time frames  prescribed by the Internal Revenue Code and applicable  regulations
thereunder).

It is our  intention  to  pay  to  our  stockholders  within  the  time  periods
prescribed by the Internal Revenue Code no less than 90% and, if possible,  100%
of our annual  taxable  income,  including  taxable  gains from the sale of real
estate and recognized  gains on the sale of  securities.  It will continue to be
our policy to make sufficient cash distributions to stockholders in order for us
to maintain our REIT status under the Internal Revenue Code.
Item 3. - Quantitative and Qualitative Disclosures About Market Risk
          ----------------------------------------------------------

All  of  our  long-term   mortgage  debt  bears  interest  at  fixed  rates  and
accordingly, the effect of changes in interest rates would not impact the amount
of interest  expense that we incur under these  mortgages.  Our credit line is a
variable rate facility which is sensitive to interest  rates.  However,  for the
six  and  three  months  ended  June  30,  2005,  due to a low  average  balance
outstanding  on the credit line, we do not believe that the effect of changes in
interest rates would materially impact the amount of interest expense incurred.

Item 4. - Controls and Procedures
          -----------------------

As required under Rules 13a-15 (e) and 15d-15 (e) under the Securities  Exchange
Act of 1934, as amended,  we carried out an evaluation under the supervision and
with the participation of our management,  including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure  controls and procedures (as defined in Rule 13a-15(e)  under the
Securities  Exchange  Act of  1934).  Based  upon  that  evaluation,  the  Chief
Executive  Officer and Chief  Financial  Officer  concluded  that our disclosure
controls and procedures as of June 30, 2005 are effective.

There were no changes in our  internal  control  over  financial  reporting  (as
defined in Rule 13a-15(f) under the Securities  Exchange Act of 1934) during the
first six months of the fiscal year  ending  December  31, 2005 that  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.
PART II - OTHER INFORMATION

Item 4. -  Submission of Matters to a Vote of Security Holders
           ---------------------------------------------------

The Annual Meeting of Stockholders of the registrant was held on June 14, 2005.

The following persons were elected Directors at the Annual Meeting:

           NAME                VOTES FOR               VOTES WITHHELD
           ----                ---------               --------------
    Charles Biederman          9,356,445                   172,693

    Patrick J. Callan, Jr.     9,404,948                   124,190

    Jeffrey Fishman (1)        9,326,214                   202,924

    Marshall Rose              9,336,544                   192,594

Charles Biederman, Patrick J. Callan, Jr., Jeffrey Fishman and Marshall Rose
were elected to serve until the 2008 Annual Meeting.

The term of office of the following Directors continued after the meeting:

            NAME                               TERM OF OFFICE
            ----                               --------------

        James J. Burns                   Until the 2006 Annual Meeting.

        Joseph DeLuca                    Until the 2006 Annual Meeting.

        Fredric H. Gould                 Until the 2006 Annual Meeting.

        Joseph A. Amato                  Until the 2007 Annual Meeting.

        Jeffrey A. Gould                 Until the 2007 Annual Meeting.

        Matthew J. Gould                 Until the 2007 Annual Meeting.

        J. Robert Lovejoy                Until the 2007 Annual Meeting.

(1)Mr. Fishman's resignation from his position as President, Chief Executive
   Officer and a Director of the Company was effective as of July 21, 2005.

The  stockholders  also  voted upon a proposal  to approve an  Amendment  to the
registrant's Restated Articles of Incorporation to increase the aggregate number
of shares of authorized  capital stock by authorizing the issuance of 12,500,000
shares of preferred stock, par value $1.00 per share. There were 4,990,634 votes
cast in favor of the proposal,  2,099,233  votes were cast against the proposal,
2,418,754 votes were broker non-votes and 20,517 votes abstained with respect to
the proposal.

The  stockholders  also  voted upon a proposal  to approve an  Amendment  to the
registrant's  Restated  Articles of  Incorporation  to prohibit (a) any existing
stockholder who  beneficially  owns a total amount or value in excess of 9.9% of
registrant's stock from beneficially owning in excess of a total amount or value
of  registrant's  stock  that  may  cause  the  registrant  to  violate  certain
provisions of the Internal  Revenue Code of 1986,  as amended,  relating to real
estate  investment  trusts and (b) any other person from  beneficially  owning a
total amount or value of 9.9% or more of any class or series of common stock and
preferred stock of the  registrant.  There were 8,206,710 votes cast in favor of
the proposal,  319,705 votes were cast against the proposal and 1,002,722  votes
abstained with respect to the proposal.

The  stockholders  also voted on the  ratification of the appointment of Ernst &
Young, LLP as the registrant's independent registered public accounting firm for
2005.  9,426,662 votes were cast in favor of the selection of Ernst & Young, LLP
as the independent registered public accounting firm for the year ended December
31, 2005, 92,087 votes were cast against the proposal and 10,389 votes abstained
with respect to the proposal.
Item 6. - Exhibits
          --------

          Exhibit 3.1  Articles of Amendment to Restated  Articles of
                       Incorporation  filed with the State  Department of
                       Assessments  and Taxation of Maryland on June 17, 2005.
                       (Filed with this Form 10-Q.)

          Exhibit 3.2  Articles of Amendment to Restated Articles of Incorpora-
                       tion filed with the State Department of Assessments and
                       Taxation of Maryland on June 21, 2005. (Filed with this
                       Form 10-Q.)

          Exhibit 31.1 Certification of President and Chief Executive Officer
                       pursuant to Section 302 of the Sarbanes-Oxley Act of
                       2002. (Filed with this Form 10-Q.)

          Exhibit 31.2 Certification of Senior Vice President and Chief
                       Financial Officer pursuant to Section 302 of the
                       Sarbanes-Oxley Act of 2002. (Filed with this Form 10-Q.)

          Exhibit 32.1 Certification of President and Chief Executive Officer
                       pursuant to Section 906 of the Sarbanes-Oxley Act of
                       2002. (Filed with this Form 10-Q.)

          Exhibit 32.2 Certification of Senior Vice President and Chief
                       Financial Officer pursuant to Section 906 of the
                       Sarbanes-Oxley Act of 2002. (Filed with this Form 10-Q.)
ONE LIBERTY PROPERTIES, INC.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                          One Liberty Properties, Inc.
                          ----------------------------
                                  (Registrant)

August 9, 2005             /s/ Fredric H. Gould
--------------             --------------------
Date                       Fredric H. Gould
                           President and
                           Chief Executive Officer
                           (authorized officer)

August 9, 2005             /s/ David W. Kalish
--------------             -------------------
Date                       David W. Kalish
                           Senior Vice President and
                           Chief Financial Officer
                           (principal financial officer)
EXHIBIT 3.1

                              ARTICLES OF AMENDMENT
                                       OF
                          ONE LIBERTY PROPERTIES, INC.

     One Liberty Properties,  Inc., a Maryland  corporation (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

     (a) the Articles of  Amendment  and  Restatement  of the  Corporation  (the
"Charter") is hereby amended as follows:

     (i) The  Charter  provides  no  limitation  on the  amount  or value of the
Corporation's  capital stock that may be owned by a person.  The amendment shall
prohibit (a) any existing  stockholder who  beneficially  owns a total amount or
value in  excess of 9.9% of our stock  from  beneficially  owning in excess of a
total  amount or value of our stock  that may cause the  Corporation  to violate
certain provisions of the Internal Revenue Code of 1986, as amended, relating to
real estate investment trusts and (b) any other person from beneficially  owning
a total  amount or value of 9.9% or more of any class or series of common  stock
and preferred stock of the Corporation.  To effect this amendment, the following
two amendments are hereby made to the Charter:

     (A) Article IV (2) of the Charter is hereby deleted in its entirety and the
following substituted in lieu thereof:

     "(2)  Subject to Article X, each share of Common  Stock  shall  entitle the
owner thereof to vote at the rate of one (1) vote for each share held."

     (B) The Charter is hereby amended by adding the following immediately after
ARTICLE IX contained therein:

                                   "ARTICLE X

                              OWNERSHIP LIMITATIONS

     (1)  DEFINITIONS.  For the purposes of this Article X, the following  terms
shall have the following meanings:
     "Beneficial  Ownership"  shall mean ownership of Shares by a Person who (i)
would be treated as an owner of such Shares under section 542(a) (2) of the Code
either directly or constructively  through the application of Section 544 of the
Code, as modified by Section  856(h)(1)(B)  of the Code or (ii) would be treated
as an owner of such  Shares  under  Section  318(a) of the Code,  as modified by
Section  856(d)(5)  of the Code.  The terms  "Beneficial  Owner,"  "Beneficially
Owns,"  "Beneficially  Own" and "Beneficially  Owned" shall have the correlative
meanings.

     "Charitable  Beneficiary"  shall  mean  an  organization  or  organizations
described in Sections  170(b)(1)(A) and 170(c) of the Code and identified by the
Board of  Directors  as the  beneficiary  or  beneficiaries  of the Excess Share
Trust.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Excess  Shares"  shall mean Shares  resulting  from an event  described in
Article X(3).

     "Excess Share Trust" shall mean the trust created  pursuant to Article X(3)
and (14).

     "Excess Share Trustee" shall mean a person who shall be  unaffiliated  with
the Corporation,  any Purported  Beneficial  Transferee and any Purported Record
Transferee,  identified  by the Board of  Directors as the trustee of the Excess
Share Trust.

     "Existing  Holder"  shall  mean any Person  who  Beneficially  Owns a total
amount or value in excess of 9.9% of our Shares on June 14, 2005.

     "Existing  Holder  Amount"  shall mean an amount  equal to an amount  which
would not result (i) in five  Persons  Beneficially  Owning more than 49% of the
Shares,  (ii) the Shares being beneficially owned (as provided in Section 856(a)
of the Code) by less than 100 Persons (determined without reference to any rules
of  attribution),  and (iii) in the Corporation  being "closely held" within the
meaning of Section 856(h) of the Code.

     "Existing Holder Limit" shall mean, with respect to each Existing Holder, a
total amount or value of Shares such Person may  Beneficially  Own, which amount
shall  equal the lesser of (i) an amount  determined  by the Board of  Directors
from time to time with  respect  to such  Person  and (ii) the  Existing  Holder
Amount.

     "Fair Market  Value" shall mean the last reported  sales price  reported on
the New York Stock Exchange for Shares on the trading day immediately  preceding
the relevant  date,  or if not then traded on the New York Stock  Exchange,  the
last reported  sales price for Shares on the trading day  immediately  preceding
the  relevant  date as reported  on any  exchange  or  quotation  system over or
through  which such Shares may be traded,  or if not then traded over or through
any  exchange or quotation  system,  then the market price of such Shares on the
relevant date as determined in good faith by the Board of Directors.

     "Ownership  Limit" shall mean, with respect to (i) an Existing Holder,  the
Existing Holder Limit, and (ii) with respect to all other Persons, 9.9% or more,
in total number of Shares or value,  of the  outstanding  shares of any class or
series of Common Stock and Preferred  Stock of the  Corporation.  The number and
value of the  outstanding  Shares of any  class or  series  of Common  Stock and
Preferred Stock of the Corporation shall be determined by the Board of Directors
in good faith, which determination shall be conclusive for all purposes hereof.

     "Person"  shall  mean  an  individual,  corporation,  partnership,  estate,
corporation   (including  a  corporation   qualified  under  Section  401(a)  or
501(c)(17) of the Code),  portion of a corporation  permanently set aside for or
to be used exclusively for the purposes described in Section 642(c) of the Code,
association,  private  foundation  within the  meaning of Section  509(a) of the
Code, joint stock company or other entity and also includes a group as that term
is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended.

     "Purported Beneficial Transferee" shall mean, with respect to any purported
Transfer which results in Excess  Shares,  as defined below in Article X(3), the
Person who would have been the beneficial holder of the Shares, if such Transfer
had been valid under Article X(2).

     "Purported  Record  Transferee"  shall mean,  with respect to any purported
Transfer which results in Excess  Shares,  as defined below in Article X(3), the
Person who would have been the record holder of the Shares, if such Transfer had
been valid under Article X(2).

     "REIT" shall mean a real estate  investment  trust under Section 856 of the
Code.

     "REIT  Provisions  of the Code" means  Sections 856 through 860 of the Code
and any  successor  or other  provisions  of the Code  relating  to real  estate
investment  trusts  (including  provisions as to the attribution of ownership of
beneficial interests therein) and the regulations promulgated thereunder.

     "Restriction  Termination Date" shall mean the first day on which the Board
of  Directors  determines  that it is no  longer  in the best  interests  of the
Corporation to attempt to, or continue to, qualify as a REIT.

     "Shares" shall mean the shares of the  Corporation as may be authorized and
issued from time to time pursuant to Article IV.

     "Transfer" shall mean any sale, transfer, gift, assignment, devise or other
disposition of Shares (including (a) the granting of any option or entering into
any agreement for the sale,  transfer or other  disposition  of Shares,  (b) the
sale,  transfer,  assignment or other  disposition  of any  securities or rights
convertible  into or  exchangeable  for  Shares  and (c) any  transfer  or other
disposition  of any  interest  in Shares as a result of a change in the  marital
status of the holder  thereof),  whether  voluntary or  involuntary,  whether of
record,  constructively  or  beneficially  and  whether by  operation  of law or
otherwise.  The terms "Transfers" and  "Transferred"  shall have the correlative
meanings.

     (2) OWNERSHIP LIMITATION.

     (A) Except as provided in Article X(11) and (19), and subject to clause (B)
below, until the Restriction Termination Date:

     (i) no Person  shall  Beneficially  Own  Shares in excess of the  Ownership
Limit with respect to such Person;

     (ii)  any  Transfer  that,  if  effective,   would  result  in  any  Person
Beneficially Owning Shares in excess of the Ownership Limit with respect to such
Person  shall be void ab initio as to the Transfer of such Shares which would be
otherwise  Beneficially  Owned by such Person in excess of the Ownership  Limit;
and the intended transferee shall acquire no rights in such Shares;

     (iii) any Transfer  that,  if  effective,  would result in the Shares being
beneficially  owned (as provided in Section 856(a) of the Code) by less than 100
Persons (determined without reference to any rules of attribution) shall be void
ab  initio  as  to  the  Transfer  of  such  Shares  which  would  be  otherwise
beneficially  owned  (as  provided  in  Section  856(a)  of  the  Code)  by  the
transferee; and the intended transferee shall acquire no rights in such Shares.

     (iv) any Transfer that, if effective, would result in the Corporation being
"closely held" within the meaning of Section 856(h) of the Code shall be void ab
initio as to the Transfer of the Shares which would cause the  Corporation to be
"closely  held"  within  the  meaning  of  Section  856(h) of the Code;  and the
intended transferee shall acquire no rights in such Shares.

     (B) Nothing  contained in this Article X shall  preclude the  settlement of
any  transaction  entered  into  through  the  facilities  of the New York Stock
Exchange.  The fact that the settlement of any transaction occurs or takes place
shall not  negate the effect of any other  provision  of this  Article X and any
transferee in such a transaction  shall be subject to all of the  provisions and
limitations set forth in this Article X.

     (3) EXCESS SHARES.

     (A) In the event that,  notwithstanding  the other provisions  contained in
this Article X, at any time until the Restriction  Termination  Date, there is a
purported  Transfer such that any Person would Beneficially Own Shares in excess
of such Person's  Ownership Limit, then, except as otherwise provided in Article
X(11), Shares directly owned by such Person in excess of such Person's Ownership
Limit   shall  be   automatically   designated   as   Excess   Shares   (without
reclassification)  until  such  Person  does not own  Shares  in  excess of such
Person's  Ownership Limit. The designation of such Shares as Excess Shares shall
be  effective  as of the close of business on the business day prior to the date
of the purported  Transfer.  If, after designation of such Shares owned directly
by a Person as Excess  Shares,  such Person  still owns Shares in excess of such
Person's   Ownership   Limit,   Shares   Beneficially   Owned  by  such   Person
constructively in excess of such Person's Ownership Limit shall be designated as
Excess  Shares until such Person does not own Shares in excess of such  Person's
Ownership  Limit.  Where such Person owns Shares  constructively  through one or
more  Persons and the Shares held by such other  Persons must be  designated  as
Excess  Shares,  the  designation  of Shares as Excess Shares held by such other
Persons shall be pro rata.

     (B) If,  notwithstanding the other provisions  contained in this Article X,
at any time  until  the  Restriction  Termination  Date,  there  is a  purported
Transfer  of Shares or any sale,  transfer,  gift,  assignment,  devise or other
disposition of shares or other interests of a direct or indirect  stockholder of
the  Corporation  which,  if effective,  would cause the  Corporation  to become
"closely held" within the meaning of Section 856(h) of the Code, then any Shares
being  Transferred which would cause the Corporation to be "closely held" within
the  meaning of Section  856(h) of the Code  (rounded  up to the  nearest  whole
Share)  shall be  automatically  designated  as Excess  Shares and be treated as
provided in this Article X. Such designation and treatment shall be effective as
of the close of business on the business day prior to the date of the  purported
Transfer.  If, after the  designation of any such Shares as Excess  Shares,  the
Corporation  is still "closely held" within the meaning of Section 856(h) of the
Code,  an  amount  of Shares  owned  directly  by any  Person  whose  Beneficial
Ownership  of  Shares  in the  Corporation  increased  as a result  of the sale,
transfer,  gift,  assignment,  devise  or other  disposition  of shares or other
interests of a direct or indirect  stockholder of the  Corporation and is one of
the five  Persons who caused the  Corporation  to be "closely  held"  within the
meaning of Section  856(h) of the Code,  shall be  automatically  designated  as
Excess Shares until the  Corporation is not "closely held" within the meaning of
Section 856(h) of the Code. Where several similarly  situated Persons exist, the
designation of Shares as Excess Shares shall be pro rata. If, after applying the
foregoing  provisions the Corporation is still "closely held" within the meaning
of Section 856(h) of the Code, any Shares  constructively  owned by such Persons
shall be  designated  as Excess  Shares,  on a pro rata  basis  among  similarly
situated Persons, until the Corporation is not "closely held" within the meaning
of Section 856(h) of the Code.

     (C) If, at any time until the Restriction  Termination Date, an event other
than a purported  Transfer (an  "Event")  occurs which would cause any Person to
Beneficially Own Shares in excess of such Person's Ownership Limit, then, except
as otherwise provided in Article X(11), Shares Beneficially Owned by such Person
in excess of such Person's Ownership Limit shall be automatically  designated as
Excess Shares to the extent  necessary to eliminate such excess  ownership.  The
designation  of Shares as Excess  Shares  shall be  effective as of the close of
business  on the  business  day prior to the date of the Event.  In  determining
which Shares are designated as Excess Shares,  Shares  Beneficially Owned by any
Person who caused the Event to occur shall be designated as Excess Shares before
any Shares not so held are designated.  Where several similarly situated Persons
exist,  the  designation  of Shares as Excess  Shares shall be pro rata.  If any
Person  is  required  to  designate  Shares as Excess  Shares  pursuant  to this
subsection (C), such Person shall first  designate  Shares directly held by such
Person before designating Shares Beneficially Owned  constructively.  Where such
Person owns  Shares  constructively  through one or more  Persons and the Shares
held by such other Persons must be designated as Excess Shares,  the designation
of Shares by such other Persons shall be pro rata.

     (4) PREVENTION OF TRANSFER. If the Board of Directors or its designee shall
at any time determine in good faith that a Transfer has taken place in violation
of Article X(2) or that a Person  intends to acquire or has attempted to acquire
Beneficial  Ownership  (determined  with or  without  reference  to any rules of
attribution)  of any Shares in violation of Article X(2), the Board of Directors
or its designee  shall take such action as it deems  advisable to refuse to give
effect to or to prevent such Transfer,  including,  but not limited to, refusing
to give effect to such Transfer on the books of the  Corporation  or instituting
proceedings to enjoin such Transfer;  provided,  however,  that any Transfers or
attempted Transfers in violation of Article X(2) shall  automatically  result in
the  designation  and treatment  described in Article X(3),  irrespective of any
action (or non-action) by the Board of Directors.

     (5) NOTICE TO  CORPORATION.  Any Person who acquires or attempts to acquire
Shares in violation of Article X(2), or any Person who is a transferee such that
Excess Shares result under Article X(3),  shall  immediately give written notice
or, in the event of a  proposed  or  attempted  Transfer,  give at least 15 days
prior written notice to the  Corporation  of such event.  Such person shall also
provide to the Corporation such other information as the Corporation may request
in order to determine the effect, if any, of such Transfer or attempted Transfer
on the  Corporation's  status  as a REIT and  shall  execute  and  deliver  such
instruments and provide such further  cooperation and assistance as the Board of
Directors deems advisable to preserve the status of the Corporation as a REIT.

      (6) INFORMATION FOR CORPORATION. Until the Restriction Termination Date:

     (A) every Beneficial Owner of more than 1% (or such other lower percentages
as required  pursuant to  regulations  under the Code) of the number or value of
any class or series of Common Stock or Preferred Stock of the Corporation shall,
within  30 days  after  January  1 of each  year,  give  written  notice  to the
Corporation stating the name and address of such Beneficial Owner, the number of
Shares of such class or series of Common Stock or Preferred  Stock  Beneficially
Owned, and a description of how such Shares are held. Each such Beneficial Owner
shall provide to the Corporation such additional  information as the Corporation
may  reasonably  request  in order to  determine  the  effect,  if any,  of such
Beneficial  Ownership  on  the  Corporation's  status  as a REIT  and to  ensure
compliance with such Person's Ownership Limit.

     (B) each  Person  who is a  Beneficial  Owner  of  Shares  and each  Person
(including  the  stockholder  of record) who is holding  Shares for a Beneficial
Owner shall provide to the Corporation in writing such  information with respect
to  direct,  indirect  and  constructive  ownership  of  Shares  as the Board of
Directors deems  reasonably  necessary to comply with the provisions of the Code
applicable to a REIT, to determine the Corporation's status as a REIT, to comply
with the  requirements  of any taxing  authority  or  governmental  agency or to
determine any such compliance.

     (7) OTHER ACTION BY BOARD.  Subject to Article X(2),  nothing  contained in
this Article X shall limit the  authority of the Board of Directors to take such
other action as it deems  necessary or advisable to protect the  Corporation and
the interests of its stockholders by preservation of the Corporation's status as
a REIT; provided, however, that no provision of this subsection 7 shall preclude
the settlement of any transaction entered into through the facilities of the New
York Stock Exchange.

     (8)  AMBIGUITIES.  In the case of an ambiguity in the application of any of
the provisions of this Article X, including any definition  contained in Article
X(1), the Board of Directors  shall have the power to determine the  application
of the  provisions of this Article X with respect to any situation  based on the
facts known to it. In the event this  Article X requires or permits an action by
the  Board of  Directors  and the  Restated  Articles  of  Incorporation  of the
Corporation, as amended, fails to provide specific guidance with respect to such
action,  the Board of Directors  shall have the power to determine the action to
be taken so long as such action is not contrary to the provisions of Article X.

     (9) INCREASE OR DECREASE IN  OWNERSHIP  LIMIT.  Subject to the  limitations
provided in Article X(10), the Board of Directors may from time to time increase
or decrease such Person's Ownership Limit; provided,  however, that any decrease
may only be made  prospectively as to subsequent  holders (other than a decrease
as a result  of a  retroactive  change  in  existing  law that  would  require a
decrease to retain REIT status,  in which case such decrease  shall be effective
immediately).

      (10) LIMITATIONS ON CHANGES IN OWNERSHIP LIMITS.

     (A) The  Ownership  Limit may not be increased  if, after giving  effect to
such  increase,  five or fewer  individual  Beneficial  Owners of  Shares  could
Beneficially  Own,  in the  aggregate,  more  than 49% in number or value of the
outstanding Shares.

     (B) Prior to the  modification  of any Ownership  Limit pursuant to Article
X(9),  the Board of Directors may require such opinions of counsel,  affidavits,
undertakings  or  agreements  as it may deem  necessary or advisable in order to
determine or ensure the Corporation's status as a REIT.

     (11) WAIVERS BY THE BOARD.  The Board of  Directors  with a ruling from the
Internal  Revenue  Service,  an  opinion  of  counsel  to the  effect  that such
exemption  will not result in the  Corporation  being  "closely held" within the
meaning of Section  856(h) of the Code,  or such other  evidence as the Board of
Directors deems necessary in its sole discretion may exempt,  on such conditions
and terms as the Board of Directors  deems necessary in its sole  discretion,  a
Person from such Person's Ownership Limit if the Board of Directors obtains such
representations  and undertakings from such Person as the Board of Directors may
deem  appropriate and such Person agrees that any violation of the terms of such
exemption  or  attempted  violation  of the same will  result  in, to the extent
necessary,  the  designation  of Shares held by such Person as Excess  Shares in
accordance with Article X(3).

      (12) LEGEND. Each certificate for Shares:

     (a) shall state that the  Corporation  will furnish a full statement  about
certain  restrictions on transferability to a stockholder on request and without
charge; or

      (B) shall bear substantially the following legend:

     "The securities represented by this certificate are subject to restrictions
on ownership and transfer for the purpose of the  Corporation's  maintenance  of
its status as a real estate  investment trust under the Internal Revenue Code of
1986, as amended. Except as otherwise provided pursuant to the Restated Articles
of Incorporation of the Corporation,  as amended, no Person may Beneficially Own
Shares in excess of the Ownership Limit (as defined in the Restated  Articles of
Incorporation,  as amended) or such greater  percentage  as may be determined by
the  Board  of  Directors  of the  Corporation,  of the  number  or value of the
outstanding Shares of any class or series of the Common Stock or Preferred Stock
of the  Corporation.  Any Person who  attempts or proposes to  Beneficially  Own
Shares in excess of the above limitations must notify the Corporation in writing
at least 15 days prior to such proposed or attempted  Transfer.  All capitalized
terms in this  legend  have the  meanings  defined in the  Restated  Articles of
Incorporation of the  Corporation,  as amended,  a copy of which,  including the
restrictions on transfer,  will be furnished to each  stockholder on request and
without charge.  If the  restrictions  on transfer are violated,  the securities
represented  hereby  which  are in  excess  of the  above  limitations  will  be
designated  and  treated  as Excess  Shares  which  will be held in trust by the
Excess Share Trustee for the benefit of the Charitable Beneficiary."

     (13) SEVERABILITY. If any provision of this Article X or any application of
any such  provision is determined to be void,  invalid or  unenforceable  by any
court having jurisdiction over the issue, the validity and enforceability of the
remaining  provisions  shall be affected only to the extent  necessary to comply
with the determination of such court.

     (14) TRANSFER OF EXCESS SHARES. Upon any purported Transfer that results in
Excess Shares  pursuant to Article  X(3),  such Excess Shares shall be deemed to
have been  transferred  on the day prior to the date of the  purported  Transfer
that results in such Excess Shares to the Excess Share Trustee,  as trustee of a
special  trust for the  exclusive  benefit of the  Charitable  Beneficiary.  The
Corporation shall name a Charitable Beneficiary,  if one does not already exist,
within  five days of the  discovery  of any  designation  of any Excess  Shares;
however,  the failure to so name a Charitable  Beneficiary  shall not affect the
designation  of Shares as Excess  Shares or the  transfer  thereof to the Excess
Share  Trustee.  Excess Shares so held in trust shall be issued and  outstanding
Shares of the Corporation.  The Purported Record  Transferee or Purported Record
Holder shall have no rights in such Excess  Shares except as provided in Article
X(17).

     (15)  DISTRIBUTIONS ON EXCESS SHARES.  Any dividends  (whether taxable as a
dividend,  return of capital or otherwise) on Excess Shares shall be paid to the
Excess  Share  Trust  for  the  benefit  of  the  Charitable  Beneficiary.  Upon
liquidation,  dissolution or winding up, the Purported  Record  Transferee shall
receive,  for each Excess  Share,  the lesser of (A) the amount per share of any
distribution made upon  liquidation,  dissolution or winding up or (B) the price
paid by the  Purported  Record  Transferee  for  the  Excess  Shares,  or if the
Purported Record  Transferee did not give value for the Excess Shares,  the Fair
Market  Value of the Excess  Shares on the day of the event  causing  the Excess
Shares to be held in trust.  Any such dividend paid or distribution  paid to the
Purported  Record  Transferee in excess of the amount  provided in the preceding
sentence prior to the discovery by the Corporation  that the Shares with respect
to which the dividend or  distribution  was made had been  designated  as Excess
Shares shall be repaid,  upon demand,  to the Excess Share Trust for the benefit
of the Charitable Beneficiary.

     (16) VOTING OF EXCESS SHARES. The Excess Share Trustee shall be entitled to
vote the Excess Shares on behalf of the  Charitable  Beneficiary  on any matter.
Subject to Maryland  law, any vote cast by a Purported  Record  Transferee  with
respect to the Excess Shares prior to the discovery by the Corporation  that the
Excess Shares were held in trust will be rescinded ab initio; provided, however,
that if the Corporation has already taken irreversible  action with respect to a
merger, reorganization, sale of all or substantially all the assets, dissolution
of the Corporation or other action by the Corporation, then the vote cast by the
Purported  Record  Transferee  shall not be  rescinded.  The owner of the Excess
Shares  will be deemed to have given an  irrevocable  proxy to the Excess  Share
Trustee to vote the Excess Shares for the benefit of the Charitable Beneficiary.

     Notwithstanding the provisions of this Article X, until the Corporation has
received  notification  that Excess Shares have been  transferred into an Excess
Share Trust, the Corporation shall be entitled to rely on its share transfer and
other  stockholder  records for  purposes  of  preparing  lists of  stockholders
entitled to vote at meetings,  determining the validity and authority of proxies
and otherwise conducting votes of stockholders.

     (17)   NON-TRANSFERABILITY   OF  EXCESS  SHARES.  Excess  Shares  shall  be
transferable  only as provided in this Section 17. The Excess Share Trustee may,
in the event that the  Corporation  waives its purchase rights under Section 18,
transfer the Shares held in the Excess Share Trust to a Person or Persons  whose
ownership of such Shares will not violate such Person's Ownership Limit. If such
a transfer is made to such a Person or Persons,  the interest of the  Charitable
Beneficiary  shall  terminate  and  proceeds of the sale shall be payable to the
Purported  Record  Transferee and to the Charitable  Beneficiary.  The Purported
Record  Transferee  shall  receive  the  lesser  of (A)  the  price  paid by the
Purported  Record  Transferee  for  the  Shares  or,  if  the  Purported  Record
Transferee  did not give  value for the  Shares,  the Fair  Market  Value of the
Shares on the day of the event  causing  the Shares to be held in trust,  or (B)
the price received by the Excess Share Trust from the sale or other  disposition
of the Shares.  Any  proceeds in excess of the amount  payable to the  Purported
Record Transferee will be paid to the Charitable  Beneficiary.  The Excess Share
Trustee shall be under no obligation  to obtain the highest  possible  price for
the Excess  Shares.  Prior to any  transfer  of any Excess  Shares by the Excess
Share Trustee,  the Corporation  must have waived in writing its purchase rights
under  Section  18.  It  is  expressly  understood  that  the  Purported  Record
Transferee  may enforce the  provisions of this Section  against the  Charitable
Beneficiary.

     If any of the  foregoing  restrictions  on  transfer  of  Excess  Shares is
determined  to be void,  invalid  or  unenforceable  by any  court of  competent
jurisdiction,  then the Purported Record Transferee may be deemed, at the option
of the  Corporation,  to have acted as an agent of the  Corporation in acquiring
such Excess  Shares in  Corporation  and to hold such Excess Shares on behalf of
the Corporation.

     (18) CALL BY CORPORATION ON EXCESS SHARES. Excess Shares shall be deemed to
have been offered for sale to the Corporation,  or its designee,  at a price per
Share  equal to the  lesser of (A) the price per Share in the  transaction  that
created  such  Excess  Shares  (or,  in the  case of a  devise,  gift  or  other
transaction in which no value was given for such Excess Shares,  the Fair Market
Value at the time of such devise,  gift or other  transaction)  and (B) the Fair
Market Value of the Excess Shares on the date the Corporation,  or its designee,
accepts such offer (the  "Redemption  Price").  The  Corporation  shall have the
right to accept  such  offer for a period of ninety  days after the later of (x)
the date of the purported  Transfer which resulted in such Excess Shares and (y)
the date  the  Board of  Directors  determines  in good  faith  that a  Transfer
resulting in Excess Shares has occurred,  if the Corporation  does not receive a
notice of such  Transfer  pursuant to Article  X(5) but in no event later than a
permitted  Transfer  pursuant  to and in  compliance  with the terms of  Article
X(17).  Unless the Board of Directors  determines that it is in the interests of
the Corporation to make earlier payments of all of the amount  determined as the
Redemption  Price per  Share in  accordance  with the  preceding  sentence,  the
Redemption  Price may be payable at the option of the Board of  Directors at any
time up to but not later  than the five  years  after  the date the  Corporation
accepts  the  offer  to  purchase  the  Excess  Shares.  In no event  shall  the
Corporation  have  an  obligation  to  pay  interest  to  the  Purported  Record
Transferee.

     (19)  UNDERWRITTEN  OFFERINGS.  The Ownership  Limit shall not apply to the
acquisition  of Shares  or  rights,  options  or  warrants  for,  or  securities
convertible into,  Shares by an underwriter in a public offering;  provided that
the underwriter makes a timely distribution of such Shares or rights, options or
warrants for, or securities convertible into, Shares.

     (20)  ENFORCEMENT.  The  Corporation  is  authorized  specifically  to seek
equitable relief, including injunctive relief, to enforce the provisions of this
Article X.

     (21)  NON-WAIVER No delay or failure on the part of the  Corporation or the
Board of Directors in exercising any right  hereunder  shall operate as a waiver
of any right of the  Corporation or the Board of Directors,  as the case may be,
except to the extent specifically waived in writing."

      (b) These amendments of the Charter have been approved by Corporation's
directors and stockholders.

      We the undersigned President and Secretary of the Corporation swear under
penalties of perjury that the foregoing is a corporate act.

/s/ Mark Lundy                        /s/ Jeffrey Fishman

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

Mark Lundy, Secretary                 Jeffrey Fishman, President

Return Address of Filing Party:

One Liberty Properties, Inc.

60 Cuttermill Road, Suite 303

Great Neck, New York 11021

Attn:  Secretary
EXHIBIT 3.2

                              ARTICLES OF AMENDMENT
                                       OF
                          ONE LIBERTY PROPERTIES, INC.

     One Liberty Properties,  Inc., a Maryland  corporation (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

     (a) the Articles of  Amendment  and  Restatement  of the  Corporation  (the
"Charter") is hereby amended as follows:

     (i) The  Charter  provides  that the  Corporation  is  authorized  to issue
25,000,000 shares of capital stock, all shares of which are common stock, with a
par value of One Dollar  ($1.00)  per share.  The  amendment  provides  that the
Corporation  may issue  37,500,000  shares of  capital  stock,  (a)  twenty-five
million  (25,000,000)  shares of which shall be  designated  common  stock,  One
Dollar ($1.00) par value per share, and (b) twelve million five hundred thousand
(12,500,000)  shares of which shall be designated  preferred  stock,  One Dollar
($1.00) par value per share.  To effect  this  amendment,  Article  IV(1) of the
Charter is hereby deleted in its entirety and the following  substituted in lieu
thereof:

     (1) The total number of shares of capital stock which the Corporation shall
have  authority  to  issue  is  thirty  seven  million  five  hundred   thousand
(37,500,000)  shares, (a) twenty-five million (25,000,000) shares of which shall
be designated  common stock, One Dollar ($1.00) par value per share (the "Common
Stock"),  and (b) twelve million five hundred  thousand  (12,500,000)  shares of
which shall be designated  preferred  stock,  One Dollar  ($1.00) par value (the
"Preferred Stock," and together with the Common Stock, the "Shares")."

     (ii) To address the  powers,  rights,  obligations  and  privileges  of the
Preferred  Stock,  Article IV of the  Charter is hereby  amended by adding a new
subsection 5 immediately  after subsection 4 contained  therein which shall read
as follows:

     "(5)  Subject  to  Article X, the Board of  Directors  is hereby  expressly
granted  authority to authorize from time to time, in accordance with applicable
law, the issue of one or more series of Preferred  Stock and with respect to any
such  series,  to  fix  by  resolution  or  resolutions  the  numbers,   powers,
designations, preferences and relative, participating, optional or other special
rights  of such  series  and the  qualifications,  limitations  or  restrictions
thereof,  including but without  limiting the generality of the  foregoing,  the
following:

     (a)  entitling  the  holders  thereof  to  cumulative,   non-cumulative  or
partially cumulative dividends, or to no dividends;

     (b) entitling the holders thereof to receive  dividends payable on a parity
with,  junior to, or in preference to, the dividends  payable on any other class
or series of capital stock of the Corporation;

     (c)  entitling  the  holders  thereof  to  rights  upon  the  voluntary  or
involuntary  liquidation,  dissolution  or  winding  up of,  or upon  any  other
distribution of the assets of, the Corporation,  on a parity with,  junior to or
in  preference  to, the rights of any other class or series of capital  stock of
the Corporation;
     (d)  providing  for the  conversion,  at the option of the holder or of the
Corporation  or both, of the shares of Preferred  Stock into shares of any other
class or  classes of capital  stock of the  Corporation  or of any series of the
same or any other class or classes or into property of the  Corporation  or into
the  securities  or  properties of any other  corporation  or person,  including
provision for adjustment of the  conversion  rate in such events as the Board of
Directors shall determine, or providing for no conversion;

     (e)  providing  for the  redemption,  in whole or in part, of the shares of
Preferred Stock at the option of the Corporation or the holder thereof, in cash,
bonds or other  property,  at such price or prices  (which amount may vary under
different conditions and at different  redemption dates),  within such period or
periods,  and under such  conditions as the Board of Directors shall so provide,
including  provisions  for the  creation  of a sinking  fund for the  redemption
thereof, or providing for no redemption;

     (f)  lacking  voting  rights or having  limited  voting  rights or enjoying
general, special or multiple voting rights;

     (g)  specifying  the  number of shares  constituting  that  series  and the
distinctive designation of that series and the stated value of that series;

     (h) specifying the  limitations and  restrictions,  if any, to be effective
while  any  shares  of such  series  are  outstanding  upon (i) the  payment  of
dividends, (ii) the making of other distributions,  (iii) the purchase, (iv) the
redemption  or (v) an  acquisition,  by the  Corporation  of any other  class or
classes of stock of the Corporation  ranking junior to the shares of such series
either as to dividends or upon liquidation, dissolution or winding-up;

     (i) specifying the conditions or restrictions, if any, upon the creation of
indebtedness  of the  Corporation or upon the issuance of any  additional  stock
(including  additional  shares of such  series or of any other  series or of any
other  class)  ranking on a parity with or prior to the shares of such series as
to  dividends  or  distributions  of assets  upon  liquidation,  dissolution  or
winding-up; and

     (j) providing for any other power, preference and relative,  participating,
optional  or other  rights  or terms,  and the  qualifications,  limitations  or
restrictions  thereof,  as shall not be  inconsistent  with applicable law, this
Section IV(5) or any resolution of the Board of Directors pursuant hereto."

     (b) These  amendments  of the Charter have been  approved by  Corporation's
directors and stockholders.

     We the undersigned  President and Secretary of the Corporation  swear under
penalties of perjury that the foregoing is a corporate act.

/s/ Mark Lundy                            /s/ Jeffrey Fishman

-----------------------                   ----------------------------
Mark Lundy, Secretary                     Jeffrey Fishman, President

Return Address of Filing Party:

One Liberty Properties, Inc.

60 Cuttermill Road, Suite 303

Great Neck, New York 11021

Attn:  Secretary
EXHIBIT 31.1
                                  CERTIFICATION

I, Fredric H. Gould, President and Chief Executive  Officer of One Liberty
Properties, Inc. certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q for the quarterly period
     ended June 30, 2005 of One Liberty Properties, Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as defined in Exchange Act Rule  13a-15(f))  for the
     registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

b)   Designed such internal  control over  financial  reporting,  or caused such
     internal  control  over  financial  reporting  to  be  designed  under  our
     supervision,  to provide reasonable  assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally   accepted   accounting
     principles;

c)   Evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the  registrant's  internal  control
     over financial  reporting that occurred during the registrant's most recent
     fiscal  quarter (the  registrant's  fourth fiscal quarter in the case of an
     annual report) that has  materially  affected,  or is reasonably  likely to
     materially  affect,  the  registrant's   internal  control  over  financial
     reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

a)   All  significant  deficiencies  and  material  weaknesses  in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the  registrant's  ability to record,  process,
     summarize and report financial information; and

b)   Any fraud,  whether or not  material,  that  involves  management  or other
     employees who have a significant role in the registrant's  internal control
     over financial reporting.

   Date:   August 9, 2005
                                  /s/ Fredric H. Gould
                                  --------------------
                                  Fredric H. Gould
                                  President and Chief Executive Officer
EXHIBIT 31.2
                                  CERTIFICATION

 I, David W. Kalish, Senior Vice President and Chief Financial Officer of One
 Liberty Properties, Inc. certify that:

1.   I have reviewed this Quarterly Report on Form 10-Q for the quarterly period
     ended June 30, 2005 of One Liberty Properties, Inc.

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as defined in Exchange Act Rule  13a-15(f))  for the
     registrant and have:

a)   Designed such disclosure controls and procedures, or caused such disclosure
     controls and  procedures to be designed  under our  supervision,  to ensure
     that  material  information  relating  to  the  registrant,  including  its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

b)   Designed such internal  control over  financial  reporting,  or caused such
     internal  control  over  financial  reporting  to  be  designed  under  our
     supervision,  to provide reasonable  assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally   accepted   accounting
     principles;

c)   Evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

d)   Disclosed in this report any change in the  registrant's  internal  control
     over financial  reporting that occurred during the registrant's most recent
     fiscal  quarter (the  registrant's  fourth fiscal quarter in the case of an
     annual report) that has  materially  affected,  or is reasonably  likely to
     materially  affect,  the  registrant's   internal  control  over  financial
     reporting; and

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

a)   All  significant  deficiencies  and  material  weaknesses  in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the  registrant's  ability to record,  process,
     summarize and report financial information; and

b)   Any fraud,  whether or not  material,  that  involves  management  or other
     employees who have a significant role in the registrant's  internal control
     over financial reporting.

Date:   August 9, 2005          /s/ David W. Kalish
                                -------------------
                                David W. Kalish
                                Senior Vice President
                                and Chief Financial Officer
EXHIBIT 32.1

             CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

                           PURSUANT TO 18 U.S.C. 1350
                 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

The undersigned,  Fredric H. Gould, President and Chief Executive Officer of One
Liberty Properties,  Inc., (the "Registrant"),  does hereby certify, pursuant to
18 U.S.C. 1350 as adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002,  that  based  upon a review of the  Quarterly  Report on Form 10-Q for the
quarterly  period  ended  June 30,  2005 of the  Registrant,  as filed  with the
Securities and Exchange Commission on the date hereof (the "Report"):

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Registrant.

Date:   August 9, 2005      /s/ Fredric H. Gould
                            --------------------
                            Fredric H. Gould
                            President and Chief Executive Officer
EXHIBIT 32.2

       CERTIFICATION OF SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

                           PURSUANT TO 18 U.S.C. 1350
                 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

The  undersigned,  David W. Kalish,  Senior Vice  President and Chief  Financial
Officer of One Liberty Properties, Inc. (the "Registrant"), does hereby certify,
pursuant  to  18  U.S.C.  1350  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act of 2002, that based upon a review of the Quarterly Report on
Form 10-Q for the  quarterly  period ended June 30, 2005 of the  Registrant,  as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"):

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and

(2) The  information  contained in the Report fairly  presents,  in all material
respects, the financial condition and results of operations of the Registrant.

Date:   August 9, 2005      /s/ David W. Kalish
                            --------------------------
                            David W. Kalish
                            Senior Vice President
                            and Chief Financial Officer