================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

                        DATE OF REPORT: NOVEMBER 5, 1998

                         URSTADT BIDDLE PROPERTIES INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Maryland                      1-12803            04-2458042*
    (State or Other Jurisdiction      (Commission File      (I.R.S. Employer
  of Incorporation or Organization)        Number)        Identification Number)

                               321 RAILROAD AVENUE
                          GREENWICH, CONNECTICUT 06830
                                 (203) 863-8200

   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

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




*    I.R.S. Employer Identification Number of HRE Properties, the predecessor to
     the  registrant  prior  to the  Reorganization  described  in  Registration
     Statement No. 333-19113-01.

================================================================================


<PAGE>



ITEM 5.  OTHER EVENTS.

     On September 16, 1998, the Board of Directors of Urstadt Biddle  Properties
Inc.  (the  "Corporation")  adopted a new  shareholders'  rights  plan,  and, in
connection with the adoption of such plan,  declared a dividend  distribution of
one right (each, a "Right," and collectively, the "Rights") for each outstanding
share  of  Common  Stock,   par  value  $.01  per  share,   of  the  Corporation
(collectively, the "Original Common Shares") and each outstanding share of Class
A Common  Stock,  par value $.01 per share,  of the  Corporation  (such  shares,
collectively,  together with the Original Common Shares, the "Common Shares") to
shareholders  of record at the  close of  business  on  November  13,  1998 (the
"Declaration  Date").  Except  as set  forth  below,  each  Right  entitles  the
registered  holder to purchase from the Corporation one one-hundredth of a share
of  Series A  Participating  Preferred  Shares,  par value  $.01 per share  (the
"Preferred  Shares"),  at a price  of $65 (the  "Purchase  Price"),  subject  to
adjustment.  The  description  and terms of the Rights are set forth in a Rights
Agreement  (the "Rights  Agreement"),  dated as of July 31, 1998, by and between
the Corporation and The Bank of New York, as Rights Agent.

     Initially,   no  separate  Right  Certificates   (defined  below)  will  be
distributed, and the Rights will be evidenced, with respect to any Common Shares
outstanding  on the  Declaration  Date, by the  certificates  representing  such
shares. The Rights Agreement provides that, until the Distribution Date (defined
below),  the Rights will be transferred  with, and only with,  certificates  for
Common Shares.  Until the earlier of the Distribution Date and the redemption or
expiration of the Rights,  new  certificates  for Common Shares issued after the
Distribution Date will contain a notation  incorporating the Rights Agreement by
reference.  The Rights are not exercisable  until the Distribution Date and will
expire on November 12,  2008,  unless  earlier  redeemed by the  Corporation  as
described  below. The  "Distribution  Date" shall be the earlier to occur of the
close of business on the tenth business day following (a) a public  announcement
that a person  or group of  affiliated  or  associated  persons  (excluding  the
Corporation or any wholly owned subsidiary thereof, or any employee benefit plan
of the  Corporation,  or any Exempted Person  (defined  below)) has acquired (an
"Acquiring Person"),  or obtained the right to acquire,  beneficial ownership of
10% or more of the total combined voting power of the outstanding  Common Shares
(the "Share  Acquisition  Date"),  or (b) the  commencement of a tender offer or
exchange  offer by any person  (other  than the  Corporation,  any wholly  owned
subsidiary  of the  Corporation  or any employee  benefit plan  thereof,  or any
Exempted Person) if, upon  consummation  thereof,  such person or group would be
the beneficial  owner of 30% or more of the then outstanding  Common Shares.  As
soon as  practicable  following the  Distribution  Date,  separate  certificates
evidencing  the Rights (the "Right  Certificates")  will be mailed to holders of
record of the Common Shares as of the close of business on the Distribution Date
and,  thereafter,  such  separate  Right  Certificates  alone will  evidence the
Rights.  "Exempted  Person"  means (A)  Charles J.  Urstadt;  (B) any  Immediate
Relative of Charles J.  Urstadt  (defined as his spouse,  any of his children or
any of their spouses, any of his grandchildren or any of their spouses);  or (C)
any trust, corporation,  partnership,  limited liability company or other entity
or  organization  controlled by Charles J. Urstadt or any Immediate  Relative of
Charles J. Urstadt or in which Charles J. Urstadt or any  Immediate  Relative of
Charles J. Urstadt has any economic, beneficial or other interest.

     If, at any time,  (a) the  Corporation  is the surviving  corporation  in a
merger with an Acquiring Person and the Corporation's Original Common Shares are
not changed or exchanged,  (b) a person (other than the Corporation,  any wholly
owned subsidiary of the Corporation or any employee benefit plan thereof, or any
Exempted Person), together with its Affiliates and Associates (as defined in the
Rights Agreement),  becomes an Acquiring Person, (c) an Acquiring Person engages
in one or more "self-dealing"  transactions as set forth in the Rights Agreement
or (d) during such time as there is an  Acquiring  Person,  an event occurs that
results in such Acquiring  Person's  ownership  interest being increased by more
than one percent (1%), the Rights Agreement provides that proper provision shall
be made so that each holder of a Right will  thereafter  be entitled to receive,
upon exercise thereof at the then current exercise price of the Right,  Original
Common Shares (or, in certain circumstances,  cash, property or other securities
of the Corporation)  having a value equal to two times the exercise price of the
Right.

     In the event that (a) the  Corporation  consolidates or merges with another
person and is not the surviving corporation, (b) the Corporation consolidates or
merges  with  another  person  and is the  surviving  corporation,  but in  such
transaction  its Original  Common  Shares are changed or exchanged or (c) 50% or
more of the  Corporation's  assets or earning power is sold or transferred,  the
Rights  Agreement  provides  that  proper  provision  shall be made so that each
holder of a Right shall thereafter have the right to receive,  upon the exercise
thereof at the then current  exercise  price of the Right,  common shares of the
acquiring  company  having a value equal to two times the exercise  price of the
Right.

     Notwithstanding  any of the  foregoing,  following the occurrence of any of
the events set forth in the third and fourth paragraph  hereof,  any Rights that
are, or (under certain  circumstances  specified in the Rights  Agreement) were,
beneficially  owned by any Acquiring  Person shall  immediately  become null and
void.  The  Rights  Agreement  contains   provisions  intended  to  prevent  the
utilization of voting trusts or similar  arrangements that could have the effect
of rendering  ineffective or  circumventing  the beneficial  ownership rules set
forth in the Rights Agreement.


<PAGE>



     The Purchase  Price  payable,  and the number of Preferred  Shares or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment from time to time to prevent  dilution (a) in the event of a dividend
of Preferred Shares on, or a subdivision,  combination or  reclassification  of,
the Preferred  Shares,  (b) upon the grant to holders of the Preferred Shares of
certain  rights or warrants to  subscribe  for  Preferred  Shares or  securities
convertible  into Preferred  Shares at less than the current market price of the
Preferred Shares or (c) upon the distribution to holders of the Preferred Shares
of debt  securities or assets  (excluding  regular  quarterly cash dividends and
dividends  payable in Preferred  Shares) or of  subscription  rights or warrants
(other than those referred to above).

     At any time after the  Declaration  Date until the close of business on the
tenth  business  day  (a  period  that  can be  extended)  following  the  Share
Acquisition  Date, the Board of Directors of the  Corporation  (the "Board") may
redeem  the  Rights in  whole,  but not in part,  at a price of $.01 per  Right,
subject to adjustment (the "Redemption Price").  Thereafter,  the Board may only
redeem the Rights in certain  specified  circumstances  including in  connection
with  certain  events not  involving  an  Acquiring  Person or an  Affiliate  or
Associate of an Acquiring Person.

     Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
rights as a shareholder of the Corporation,  including,  without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not  be  taxable  to  shareholders  or to  the  Corporation,  shareholders  may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Original Common Shares (or other consideration) of
the Corporation or for common shares of the Acquiring Person as set forth above.

     Other than those provisions relating to the principal economic terms of the
Rights or imposing  limitations on the right to amend the Rights Agreement,  any
of the  provisions of the Rights  Agreement may be amended by the Board prior to
the  Distribution  Date.  Thereafter,  the period during which the Rights may be
redeemed  may be extended by the Board (in order to protect,  enhance or clarify
the rights and/or  benefits of holders of Rights),  and other  provisions of the
Rights Agreement may be amended by action of the Board; provided,  however, that
no such  amendment  will  adversely  affect  the  interests  of holders of Right
Certificates (excluding the interests of any Acquiring Person).

     The Rights  will  cause  substantial  dilution  to any person or group that
attempts to acquire the  Corporation  without the approval of the  Corporation's
Board.  As a result,  the  overall  effect of the Rights  may be to render  more
difficult or discourage certain attempts to acquire the Corporation. Because the
Corporation's  Board can redeem  Rights,  the Rights should not interfere with a
merger or other business combination approved by the Board of the Corporation.

     A copy of the Rights  Agreement  is  attached  hereto as an exhibit  and is
incorporated herein by reference.  The foregoing  description of the Rights does
not  purport to be  complete  and  therefore  is  qualified  in its  entirety by
reference to such exhibit.

EXHIBITS.

     10.1 Rights Agreement,  dated as of July 31, 1998,  between the Corporation
          and The Bank of New York, as Rights Agent.

     99   Press release issued by the Corporation dated November 5, 1998.


<PAGE>



                                    SIGNATURE

     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, in the City of Greenwich,  State
of Connecticut on November 4, 1998.

                                   URSTADT BIDDLE PROPERTIES INC.

                                   By: /s/ James R. Moore
                                       ------------------
                                       James R. Moore,
                                       Executive Vice President,
                                       Chief Financial Officer, Treasurer and 
                                       Secretary


<PAGE>



                                INDEX TO EXHIBITS

EXHIBITS.

     10.1 Rights Agreement,  dated as of July 31, 1998,  between the Corporation
          and The Bank of New York, as Rights Agent.

     99   Press release issued by the Corporation dated November 5, 1998.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 12773}]
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================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

                        DATE OF REPORT: NOVEMBER 5, 1998

                         URSTADT BIDDLE PROPERTIES INC.
             (Exact Name of Registrant as Specified in Its Charter)

              Maryland                      1-12803            04-2458042*
    (State or Other Jurisdiction      (Commission File      (I.R.S. Employer
  of Incorporation or Organization)        Number)        Identification Number)

                               321 RAILROAD AVENUE
                          GREENWICH, CONNECTICUT 06830
                                 (203) 863-8200

   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

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

*    I.R.S. Employer Identification Number of HRE Properties, the predecessor to
     the  registrant  prior  to the  Reorganization  described  in  Registration
     Statement No. 333-19113-01.

================================================================================
ITEM 5.  OTHER EVENTS.

     On September 16, 1998, the Board of Directors of Urstadt Biddle  Properties
Inc.  (the  "Corporation")  adopted a new  shareholders'  rights  plan,  and, in
connection with the adoption of such plan,  declared a dividend  distribution of
one right (each, a "Right," and collectively, the "Rights") for each outstanding
share  of  Common  Stock,   par  value  $.01  per  share,   of  the  Corporation
(collectively, the "Original Common Shares") and each outstanding share of Class
A Common  Stock,  par value $.01 per share,  of the  Corporation  (such  shares,
collectively,  together with the Original Common Shares, the "Common Shares") to
shareholders  of record at the  close of  business  on  November  13,  1998 (the
"Declaration  Date").  Except  as set  forth  below,  each  Right  entitles  the
registered  holder to purchase from the Corporation one one-hundredth of a share
of  Series A  Participating  Preferred  Shares,  par value  $.01 per share  (the
"Preferred  Shares"),  at a price  of $65 (the  "Purchase  Price"),  subject  to
adjustment.  The  description  and terms of the Rights are set forth in a Rights
Agreement  (the "Rights  Agreement"),  dated as of July 31, 1998, by and between
the Corporation and The Bank of New York, as Rights Agent.

     Initially,   no  separate  Right  Certificates   (defined  below)  will  be
distributed, and the Rights will be evidenced, with respect to any Common Shares
outstanding  on the  Declaration  Date, by the  certificates  representing  such
shares. The Rights Agreement provides that, until the Distribution Date (defined
below),  the Rights will be transferred  with, and only with,  certificates  for
Common Shares.  Until the earlier of the Distribution Date and the redemption or
expiration of the Rights,  new  certificates  for Common Shares issued after the
Distribution Date will contain a notation  incorporating the Rights Agreement by
reference.  The Rights are not exercisable  until the Distribution Date and will
expire on November 12,  2008,  unless  earlier  redeemed by the  Corporation  as
described  below. The  "Distribution  Date" shall be the earlier to occur of the
close of business on the tenth business day following (a) a public  announcement
that a person  or group of  affiliated  or  associated  persons  (excluding  the
Corporation or any wholly owned subsidiary thereof, or any employee benefit plan
of the  Corporation,  or any Exempted Person  (defined  below)) has acquired (an
"Acquiring Person"),  or obtained the right to acquire,  beneficial ownership of
10% or more of the total combined voting power of the outstanding  Common Shares
(the "Share  Acquisition  Date"),  or (b) the  commencement of a tender offer or
exchange  offer by any person  (other  than the  Corporation,  any wholly  owned
subsidiary  of the  Corporation  or any employee  benefit plan  thereof,  or any
Exempted Person) if, upon  consummation  thereof,  such person or group would be
the beneficial  owner of 30% or more of the then outstanding  Common Shares.  As
soon as  practicable  following the  Distribution  Date,  separate  certificates
evidencing  the Rights (the "Right  Certificates")  will be mailed to holders of
record of the Common Shares as of the close of business on the Distribution Date
and,  thereafter,  such  separate  Right  Certificates  alone will  evidence the
Rights.  "Exempted  Person"  means (A)  Charles J.  Urstadt;  (B) any  Immediate
Relative of Charles J.  Urstadt  (defined as his spouse,  any of his children or
any of their spouses, any of his grandchildren or any of their spouses);  or (C)
any trust, corporation,  partnership,  limited liability company or other entity
or  organization  controlled by Charles J. Urstadt or any Immediate  Relative of
Charles J. Urstadt or in which Charles J. Urstadt or any  Immediate  Relative of
Charles J. Urstadt has any economic, beneficial or other interest.

     If, at any time,  (a) the  Corporation  is the surviving  corporation  in a
merger with an Acquiring Person and the Corporation's Original Common Shares are
not changed or exchanged,  (b) a person (other than the Corporation,  any wholly
owned subsidiary of the Corporation or any employee benefit plan thereof, or any
Exempted Person), together with its Affiliates and Associates (as defined in the
Rights Agreement),  becomes an Acquiring Person, (c) an Acquiring Person engages
in one or more "self-dealing"  transactions as set forth in the Rights Agreement
or (d) during such time as there is an  Acquiring  Person,  an event occurs that
results in such Acquiring  Person's  ownership  interest being increased by more
than one percent (1%), the Rights Agreement provides that proper provision shall
be made so that each holder of a Right will  thereafter  be entitled to receive,
upon exercise thereof at the then current exercise price of the Right,  Original
Common Shares (or, in certain circumstances,  cash, property or other securities
of the Corporation)  having a value equal to two times the exercise price of the
Right.

     In the event that (a) the  Corporation  consolidates or merges with another
person and is not the surviving corporation, (b) the Corporation consolidates or
merges  with  another  person  and is the  surviving  corporation,  but in  such
transaction  its Original  Common  Shares are changed or exchanged or (c) 50% or
more of the  Corporation's  assets or earning power is sold or transferred,  the
Rights  Agreement  provides  that  proper  provision  shall be made so that each
holder of a Right shall thereafter have the right to receive,  upon the exercise
thereof at the then current  exercise  price of the Right,  common shares of the
acquiring  company  having a value equal to two times the exercise  price of the
Right.

     Notwithstanding  any of the  foregoing,  following the occurrence of any of
the events set forth in the third and fourth paragraph  hereof,  any Rights that
are, or (under certain  circumstances  specified in the Rights  Agreement) were,
beneficially  owned by any Acquiring  Person shall  immediately  become null and
void.  The  Rights  Agreement  contains   provisions  intended  to  prevent  the
utilization of voting trusts or similar  arrangements that could have the effect
of rendering  ineffective or  circumventing  the beneficial  ownership rules set
forth in the Rights Agreement.
The Purchase  Price  payable,  and the number of Preferred  Shares or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment from time to time to prevent  dilution (a) in the event of a dividend
of Preferred Shares on, or a subdivision,  combination or  reclassification  of,
the Preferred  Shares,  (b) upon the grant to holders of the Preferred Shares of
certain  rights or warrants to  subscribe  for  Preferred  Shares or  securities
convertible  into Preferred  Shares at less than the current market price of the
Preferred Shares or (c) upon the distribution to holders of the Preferred Shares
of debt  securities or assets  (excluding  regular  quarterly cash dividends and
dividends  payable in Preferred  Shares) or of  subscription  rights or warrants
(other than those referred to above).

     At any time after the  Declaration  Date until the close of business on the
tenth  business  day  (a  period  that  can be  extended)  following  the  Share
Acquisition  Date, the Board of Directors of the  Corporation  (the "Board") may
redeem  the  Rights in  whole,  but not in part,  at a price of $.01 per  Right,
subject to adjustment (the "Redemption Price").  Thereafter,  the Board may only
redeem the Rights in certain  specified  circumstances  including in  connection
with  certain  events not  involving  an  Acquiring  Person or an  Affiliate  or
Associate of an Acquiring Person.

     Until a Right is  exercised,  the  holder  thereof,  as such,  will have no
rights as a shareholder of the Corporation,  including,  without limitation, the
right to vote or to receive dividends. While the distribution of the Rights will
not  be  taxable  to  shareholders  or to  the  Corporation,  shareholders  may,
depending upon the circumstances, recognize taxable income in the event that the
Rights become exercisable for Original Common Shares (or other consideration) of
the Corporation or for common shares of the Acquiring Person as set forth above.

     Other than those provisions relating to the principal economic terms of the
Rights or imposing  limitations on the right to amend the Rights Agreement,  any
of the  provisions of the Rights  Agreement may be amended by the Board prior to
the  Distribution  Date.  Thereafter,  the period during which the Rights may be
redeemed  may be extended by the Board (in order to protect,  enhance or clarify
the rights and/or  benefits of holders of Rights),  and other  provisions of the
Rights Agreement may be amended by action of the Board; provided,  however, that
no such  amendment  will  adversely  affect  the  interests  of holders of Right
Certificates (excluding the interests of any Acquiring Person).

     The Rights  will  cause  substantial  dilution  to any person or group that
attempts to acquire the  Corporation  without the approval of the  Corporation's
Board.  As a result,  the  overall  effect of the Rights  may be to render  more
difficult or discourage certain attempts to acquire the Corporation. Because the
Corporation's  Board can redeem  Rights,  the Rights should not interfere with a
merger or other business combination approved by the Board of the Corporation.

     A copy of the Rights  Agreement  is  attached  hereto as an exhibit  and is
incorporated herein by reference.  The foregoing  description of the Rights does
not  purport to be  complete  and  therefore  is  qualified  in its  entirety by
reference to such exhibit.

EXHIBITS.

     10.1 Rights Agreement,  dated as of July 31, 1998,  between the Corporation
          and The Bank of New York, as Rights Agent.

     99   Press release issued by the Corporation dated November 5, 1998.
SIGNATURE

     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, in the City of Greenwich,  State
of Connecticut on November 4, 1998.

                                   URSTADT BIDDLE PROPERTIES INC.

                                   By: /s/ James R. Moore
                                       ------------------
                                       James R. Moore,
                                       Executive Vice President,
                                       Chief Financial Officer, Treasurer and 
                                       Secretary
INDEX TO EXHIBITS

EXHIBITS.

     10.1 Rights Agreement,  dated as of July 31, 1998,  between the Corporation
          and The Bank of New York, as Rights Agent.

     99   Press release issued by the Corporation dated November 5, 1998.