As filed with the Securities and Exchange Commission on May 28, 1999

                                                  Registration No. 333 - _______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
             (Exact name of registrant as specified in its charter)

           New Jersey                                        22 - 1697095
  (State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                        Identification No.)

                          505 Main Street, P.O. Box 667
                          Hackensack, New Jersey 07602
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

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

     FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)

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

                               Robert S. Hekemian
                Chairman of the Board and Chief Executive Officer
                First Real Estate Investment Trust of New Jersey
                          505 Main Street, P.O. Box 667
                          Hackensack, New Jersey 07602
                                 (201) 488-6400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:
                              JOHN A. AIELLO, ESQ.
                           Giordano, Halleran & Ciesla
                           A Professional Corporation
                                  P.O. Box 190
                               125 Half Mile Road
                          Middletown, New Jersey 07748
<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Title of securities to be            Amount to be        Proposed maximum      Proposed maximum        Amount of
registered                          registered (2)      offering price per    aggregate offering    registration fee
                                                            share (3)              price (3)
---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>                    <C>                 <C>
Shares of Beneficial                  230,000              $29.50                 $ 6,785,000         $1,886.23
Interest, without par value (1)
---------------------------------------------------------------------------------------------------------------------
Options to purchase Shares of         230,000                ----                  ----                 ----
Beneficial Interest (1)
---------------------------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEE                                                                                $1,886.23
                                                                                                      =========
</TABLE>
(1)  Under the First Real Estate Investment Trust of New Jersey Equity Incentive
     Plan (the "Equity Incentive Plan").

(2)  An undetermined  number of additional shares of beneficial  interest may be
     issued if the anti-dilution  adjustment  provisions of the Equity Incentive
     Plan become operative upon the occurrence of certain corporate transactions
     or events including, without limitation, a stock dividend or stock split.

(3)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance  with Rule 457(h)  under the  Securities  Act and based upon the
     average of the bid and asked prices for a share of  beneficial  interest of
     First Real Estate  Investment  Trust as reported on the OTC Bulletin  Board
     Service provided by NASD, Inc. on May 25, 1999.

                                      -2-
<PAGE>
                                    PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Items 1 and 2.

         The documents  containing the  information  about the First Real Estate
Investment Trust Equity Incentive Plan (the "Equity Incentive Plan") required by
Part I of Form S-8 have  been or will be sent or  given to the  participants  as
specified by Rule 428 (b)(1) of Regulation C under the  Securities  Act of 1933,
as amended (the  "Securities  Act"),  and such documents taken together with the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of Form S-8  shall  constitute  a  prospectus  that  meets the
requirements of Section 10(a) of the Securities Act.

         Certain information  included in the Section 10(a) Prospectus and other
filings of First Real  Estate  Investment  Trust of New Jersey  (the  "Company")
under the  Securities  Act and the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  contains or may contain forward looking  information that
is subject to certain risks,  trends and  uncertainties  that could cause actual
results to differ materially from expected results.

                                    PART II.


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement as of their respective dates:

     (a)  The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
October 31, 1998.

     (b)  From the date of filing of such documents,  all other reports filed by
the  Company,  with the  Commission  pursuant  to Section  13(a) or 15(d) of the
Exchange  Act  since  October  31,  1998,  including,  without  limitation,  the
Company's  Quarterly  Report on Form 10-Q for the quarterly period ended January
31, 1999.

     (c)  The  description  of  the  Company's  shares  of  beneficial  interest
contained in the Company's  Registration Statement on Form 8-A as filed with the
Commission  on November 6, 1998.

     (d)  All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act after the date hereof and prior
to the filing of a  post-effective  amendment  which  indicates  that all of the
securities  offered have been sold, or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and made a part  hereof  from the date of the filing of
such documents.
                                      -3-
<PAGE>
Any  statement  contained  in  this  Registration  Statement  or  in a  document
incorporated by reference  herein,  shall be deemed to be modified or superseded
for the purposes of this  Registration  Statement to the extent that a statement
contained  herein,  or in any other  subsequently  filed  document which also is
incorporated  or deemed to be  incorporated  by  reference  herein,  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.     Description of Securities.

          Not applicable.

Item 5.     Interest of Named Experts and Counsel.

         Not applicable.

Item 6.     Indemnification of Trustees and Officers.

         The following  summary  describes  the relevant  terms of the Company's
Amended and Restated  Declaration  of Trust (the  "Declaration  of Trust") which
provide for the limitation of liability with respect to and  indemnification  of
an agent of the Company, including, without limitation, any person who is or was
a Trustee, officer or employee of the Company.

         Pursuant to Section 7.3 of Article VII of the Company's  Declaration of
Trust, no Trustee, officer or agent of the Company shall be liable on account of
his own acts,  neglects,  and defaults (including without limitation the failure
to compel in any way any  former or acting  Trustee  to  redress  any  breach of
trust) to the Company or to any shareholder,  Trustee,  officer or agent thereof
except for such of his own acts, neglects,  and defaults as constitute a willful
breach of trust knowingly and intentionally committed in bad faith.

         Pursuant to Section 7.4 of Article VII of the Declaration of Trust, the
Company shall  indemnify  each of its Trustees,  officers,  employees and agents
(including any person who serves at its written request as a director,  officer,
partner,  trustee  or the  like of  another  organization  in  which  it has any
interest as a shareholder,  creditor or otherwise)  against all  liabilities and
expenses,  including amounts paid in satisfaction of judgments, in compromise or
as fines and  penalties,  and  counsel  fees,  reasonably  incurred by him or in
connection  with  the  defense  or  disposition  of any  action,  suit or  other
proceeding, whether civil or criminal, in which he may be involved or with which
he may be threatened while acting as Trustee or as an officer, employee or agent
of the Company or the Board of Trustees,  as the case may be, or thereafter,  by
reason of his being or having been such a Trustee,  officer,  employee or agent,
except with respect to any matter as to which he shall have been  adjudicated to
have acted in bad faith or with willful  misconduct or reckless disregard of his
duties or gross  negligence or not to have acted in good faith in the reasonable
belief that his action was in the best interests of the Company.

         As to any matter  disposed of by a compromise  payment by such Trustee,
officer,  employee  or agent,  pursuant  to a consent  decree or  otherwise,  no
indemnification  either  for said  payment  or for any other  expenses  shall be
provided  unless such  compromise  shall be approved as in the best interests of
the Company by a majority  of the  disinterested  Trustees or the Company  shall
have received a written opinion of independent  legal counsel to the effect that

                                      -4-
<PAGE>
such Trustee,  officer, employee or agent appears to have acted in good faith in
the reasonable belief that his action was in the best interests of the Company.


         No  Trustee,  officer,  employee  or agent  may  satisfy  any  right of
indemnity  or  reimbursement  granted  herein  or to which  he may be  otherwise
entitled  except out of the  Company's  property;  and no  shareholder  shall be
personally  liable to any  person  with  respect to any claim for  indemnity  or
reimbursement or otherwise.

         The Board of Trustees  may make  advance  payments in  connection  with
indemnification  under this  section,  provided  that the  indemnified  Trustee,
officer,  employee or agent shall have given a written  undertaking to reimburse
the Company in the event it is  subsequently  determined that he is not entitled
to such indemnification.

Item 7.     Exemption from Registration Claimed.

         Not applicable.

Item 8.     Exhibits.
<TABLE>
<CAPTION>

         Exhibit Number                                              Description
         --------------                                              -----------
            <S>                   <C>
             5.                   Opinion and Consent of Giordano, Halleran & Ciesla, P.C.

            23.01                 Consent of J.H. Cohn LLP

            23.02                 Consent of Giordano, Halleran & Ciesla, P.C. (filed with Exhibit 5).

            24.                   Power of attorney (filed with signature pages).
</TABLE>
Item 9.     Undertakings.

         The Company hereby undertakes:

(1)      To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  Registration  Statement:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act; (ii) to reflect
in such  prospectus  any facts or events arising after the effective date of the
Registration  Statement (or the most recent  post-effective  amendment  thereof)
which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in the  Registration  Statement;  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;  provided, however, that (i) and (ii)
herein  do  not  apply  if  the  information   required  to  be  included  in  a
post-effective  amendment by such  provisions  is contained in periodic  reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

                                      -5-
<PAGE>

(2)      That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(3)      To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4)      That,  for purposes of determining  any liability  under the Securities
Act,  each filing of the Company's  annual  report  pursuant to Section 13(a) or
Section  15(d) of the  Exchange  Act that is  incorporated  by reference in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof.

(5)      That,  insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to Trustees, officers and controlling persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been  advised  that in the opinion of the  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a Trustee,  officer or  controlling  person of the Company in the  successful
defense of any  action,  suit or  proceeding)  is  asserted  by such  Trustee or
controlling  person in connection  with the  securities  being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issues.

                                      -6-
<PAGE>
                                   SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Hackensack, State of New Jersey, on the 28th day of May, 1999.

                          FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
                          (Registrant)

                           By:/s/ Robert S. Hekemian
                               -------------------------------------------------
                               Robert S. Hekemian
                               Chairman of the Board and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Robert S. Hekemian his true and lawful
attorney-in-fact  and agent for him and in his name, place and stead, in any and
all  capacities  to  sign  any  and  all  amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as they might or could do in person,  hereby  ratifying and
confirming all that said  attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                           Title                      Date

                                    Chairman of the Board,
/s/ Robert S. Hekemian           Chief Executive Officer and        May 28, 1999
-------------------------------  Trustee (Principal Executive
Robert S. Hekemian                          Officer)


/s/ Donald W. Barney
-------------------------------        Trustee                      May 28, 1999
Donald W. Barney



/s/ John B. Voskian, M.D.              Trustee                      May 28, 1999
-------------------------------
John B. Voskian, M.D.

                                      -7-
<PAGE>
/s/ Herbert C. Klein,                  Trustee                      May 28, 1999
-------------------------------
Herbert C. Klein, Esq.



/s/ Charles J. Dodge                   Trustee                      May 28, 1999
-------------------------------
Charles J. Dodge



/s/ Ronald J. Artinian                 Trustee                      May 28, 1999
-------------------------------
Ronald J. Artinian



/s/ Alan L. Aufzien                    Trustee                      May 28, 1999
-------------------------------
Alan L. Aufzien


                                    Executive Secretary and
/s/ William R. DeLorenzo, Jr.    Treasurer (Principal Financial     May 28, 1999
-------------------------------     and Accounting Officer)
William R. DeLorenzo, Jr., Esq.

                                      -8-
<PAGE>
                                   EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number                         Description
------                         -----------

<S>          <C>

5.           Opinion and Consent of Giordano, Halleran & Ciesla, P.C.

23.01        Consent of J.H. Cohn LLP

23.02        Consent of Giordano, Halleran & Ciesla, P.C.
             (filed with Exhibit 5).

24.          Power of attorney (filed with signature pages).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19810}]
{"company-data": {"conformed-name": "FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY", "cik": "0000036840", "assigned-sic": "6798", "irs-number": "221697095", "state-of-incorporation": "NJ", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79555", "film-number": "99637400"}, "business-address": {"street1": "505 MAIN ST", "street2": "P O BOX 667", "city": "HACKENSACK", "state": "NJ", "zip": "07602", "phone": "2014886400"}, "mail-address": {"street1": "P O BOX 667", "street2": "505 MAIN STREET", "city": "HACKENSACK", "state": "NJ", "zip": "07602"}}
As filed with the Securities and Exchange Commission on May 28, 1999

                                                  Registration No. 333 - _______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

                FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
             (Exact name of registrant as specified in its charter)

           New Jersey                                        22 - 1697095
  (State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                        Identification No.)

                          505 Main Street, P.O. Box 667
                          Hackensack, New Jersey 07602
   (Address, including Zip Code, of Registrant's Principal Executive Offices)

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

     FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY EQUITY INCENTIVE PLAN
                            (Full Title of the Plan)

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

                               Robert S. Hekemian
                Chairman of the Board and Chief Executive Officer
                First Real Estate Investment Trust of New Jersey
                          505 Main Street, P.O. Box 667
                          Hackensack, New Jersey 07602
                                 (201) 488-6400
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                   Copies to:
                              JOHN A. AIELLO, ESQ.
                           Giordano, Halleran & Ciesla
                           A Professional Corporation
                                  P.O. Box 190
                               125 Half Mile Road
                          Middletown, New Jersey 07748
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Title of securities to be            Amount to be        Proposed maximum      Proposed maximum        Amount of
registered                          registered (2)      offering price per    aggregate offering    registration fee
                                                            share (3)              price (3)
---------------------------------------------------------------------------------------------------------------------
Shares of Beneficial                  230,000              $29.50                 $ 6,785,000         $1,886.23
Interest, without par value (1)
---------------------------------------------------------------------------------------------------------------------
Options to purchase Shares of         230,000                ----                  ----                 ----
Beneficial Interest (1)
---------------------------------------------------------------------------------------------------------------------
TOTAL REGISTRATION FEE                                                                                $1,886.23
                                                                                                      =========
(1)  Under the First Real Estate Investment Trust of New Jersey Equity Incentive
     Plan (the "Equity Incentive Plan").

(2)  An undetermined  number of additional shares of beneficial  interest may be
     issued if the anti-dilution  adjustment  provisions of the Equity Incentive
     Plan become operative upon the occurrence of certain corporate transactions
     or events including, without limitation, a stock dividend or stock split.

(3)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
     accordance  with Rule 457(h)  under the  Securities  Act and based upon the
     average of the bid and asked prices for a share of  beneficial  interest of
     First Real Estate  Investment  Trust as reported on the OTC Bulletin  Board
     Service provided by NASD, Inc. on May 25, 1999.

                                      -2-
PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Items 1 and 2.

         The documents  containing the  information  about the First Real Estate
Investment Trust Equity Incentive Plan (the "Equity Incentive Plan") required by
Part I of Form S-8 have  been or will be sent or  given to the  participants  as
specified by Rule 428 (b)(1) of Regulation C under the  Securities  Act of 1933,
as amended (the  "Securities  Act"),  and such documents taken together with the
documents  incorporated by reference in this Registration  Statement pursuant to
Item 3 of Part II of Form S-8  shall  constitute  a  prospectus  that  meets the
requirements of Section 10(a) of the Securities Act.

         Certain information  included in the Section 10(a) Prospectus and other
filings of First Real  Estate  Investment  Trust of New Jersey  (the  "Company")
under the  Securities  Act and the  Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  contains or may contain forward looking  information that
is subject to certain risks,  trends and  uncertainties  that could cause actual
results to differ materially from expected results.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Incorporation of Documents by Reference.

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement as of their respective dates:

     (a)  The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
October 31, 1998.

     (b)  From the date of filing of such documents,  all other reports filed by
the  Company,  with the  Commission  pursuant  to Section  13(a) or 15(d) of the
Exchange  Act  since  October  31,  1998,  including,  without  limitation,  the
Company's  Quarterly  Report on Form 10-Q for the quarterly period ended January
31, 1999.

     (c)  The  description  of  the  Company's  shares  of  beneficial  interest
contained in the Company's  Registration Statement on Form 8-A as filed with the
Commission  on November 6, 1998.

     (d)  All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act after the date hereof and prior
to the filing of a  post-effective  amendment  which  indicates  that all of the
securities  offered have been sold, or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and made a part  hereof  from the date of the filing of
such documents.
                                      -3-
Any  statement  contained  in  this  Registration  Statement  or  in a  document
incorporated by reference  herein,  shall be deemed to be modified or superseded
for the purposes of this  Registration  Statement to the extent that a statement
contained  herein,  or in any other  subsequently  filed  document which also is
incorporated  or deemed to be  incorporated  by  reference  herein,  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.     Description of Securities.

          Not applicable.

Item 5.     Interest of Named Experts and Counsel.

         Not applicable.

Item 6.     Indemnification of Trustees and Officers.

         The following  summary  describes  the relevant  terms of the Company's
Amended and Restated  Declaration  of Trust (the  "Declaration  of Trust") which
provide for the limitation of liability with respect to and  indemnification  of
an agent of the Company, including, without limitation, any person who is or was
a Trustee, officer or employee of the Company.

         Pursuant to Section 7.3 of Article VII of the Company's  Declaration of
Trust, no Trustee, officer or agent of the Company shall be liable on account of
his own acts,  neglects,  and defaults (including without limitation the failure
to compel in any way any  former or acting  Trustee  to  redress  any  breach of
trust) to the Company or to any shareholder,  Trustee,  officer or agent thereof
except for such of his own acts, neglects,  and defaults as constitute a willful
breach of trust knowingly and intentionally committed in bad faith.

         Pursuant to Section 7.4 of Article VII of the Declaration of Trust, the
Company shall  indemnify  each of its Trustees,  officers,  employees and agents
(including any person who serves at its written request as a director,  officer,
partner,  trustee  or the  like of  another  organization  in  which  it has any
interest as a shareholder,  creditor or otherwise)  against all  liabilities and
expenses,  including amounts paid in satisfaction of judgments, in compromise or
as fines and  penalties,  and  counsel  fees,  reasonably  incurred by him or in
connection  with  the  defense  or  disposition  of any  action,  suit or  other
proceeding, whether civil or criminal, in which he may be involved or with which
he may be threatened while acting as Trustee or as an officer, employee or agent
of the Company or the Board of Trustees,  as the case may be, or thereafter,  by
reason of his being or having been such a Trustee,  officer,  employee or agent,
except with respect to any matter as to which he shall have been  adjudicated to
have acted in bad faith or with willful  misconduct or reckless disregard of his
duties or gross  negligence or not to have acted in good faith in the reasonable
belief that his action was in the best interests of the Company.

         As to any matter  disposed of by a compromise  payment by such Trustee,
officer,  employee  or agent,  pursuant  to a consent  decree or  otherwise,  no
indemnification  either  for said  payment  or for any other  expenses  shall be
provided  unless such  compromise  shall be approved as in the best interests of
the Company by a majority  of the  disinterested  Trustees or the Company  shall
have received a written opinion of independent  legal counsel to the effect that

                                      -4-
such Trustee,  officer, employee or agent appears to have acted in good faith in
the reasonable belief that his action was in the best interests of the Company.

         No  Trustee,  officer,  employee  or agent  may  satisfy  any  right of
indemnity  or  reimbursement  granted  herein  or to which  he may be  otherwise
entitled  except out of the  Company's  property;  and no  shareholder  shall be
personally  liable to any  person  with  respect to any claim for  indemnity  or
reimbursement or otherwise.

         The Board of Trustees  may make  advance  payments in  connection  with
indemnification  under this  section,  provided  that the  indemnified  Trustee,
officer,  employee or agent shall have given a written  undertaking to reimburse
the Company in the event it is  subsequently  determined that he is not entitled
to such indemnification.

Item 7.     Exemption from Registration Claimed.

         Not applicable.

Item 8.     Exhibits.
Exhibit Number                                              Description
         --------------                                              -----------
5.                   Opinion and Consent of Giordano, Halleran & Ciesla, P.C.

            23.01                 Consent of J.H. Cohn LLP

            23.02                 Consent of Giordano, Halleran & Ciesla, P.C. (filed with Exhibit 5).

            24.                   Power of attorney (filed with signature pages).
Item 9.     Undertakings.

         The Company hereby undertakes:

(1)      To file,  during any period in which  offers or sales are being made, a
post-effective  amendment  to this  Registration  Statement:  (i) to include any
prospectus  required by Section  10(a)(3) of the Securities Act; (ii) to reflect
in such  prospectus  any facts or events arising after the effective date of the
Registration  Statement (or the most recent  post-effective  amendment  thereof)
which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in the  Registration  Statement;  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;  provided, however, that (i) and (ii)
herein  do  not  apply  if  the  information   required  to  be  included  in  a
post-effective  amendment by such  provisions  is contained in periodic  reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

                                      -5-
(2)      That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(3)      To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4)      That,  for purposes of determining  any liability  under the Securities
Act,  each filing of the Company's  annual  report  pursuant to Section 13(a) or
Section  15(d) of the  Exchange  Act that is  incorporated  by reference in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof.

(5)      That,  insofar as  indemnification  for  liabilities  arising under the
Securities Act may be permitted to Trustees, officers and controlling persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been  advised  that in the opinion of the  Commission  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a Trustee,  officer or  controlling  person of the Company in the  successful
defense of any  action,  suit or  proceeding)  is  asserted  by such  Trustee or
controlling  person in connection  with the  securities  being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issues.

                                      -6-
SIGNATURES
                                   ----------

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Hackensack, State of New Jersey, on the 28th day of May, 1999.

                          FIRST REAL ESTATE INVESTMENT TRUST OF NEW JERSEY
                          (Registrant)

                           By:/s/ Robert S. Hekemian
                               -------------------------------------------------
                               Robert S. Hekemian
                               Chairman of the Board and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Robert S. Hekemian his true and lawful
attorney-in-fact  and agent for him and in his name, place and stead, in any and
all  capacities  to  sign  any  and  all  amendments  (including  post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as they might or could do in person,  hereby  ratifying and
confirming all that said  attorney-in-fact and agent may lawfully do or cause to
be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

        Signature                           Title                      Date

                                    Chairman of the Board,
/s/ Robert S. Hekemian           Chief Executive Officer and        May 28, 1999
-------------------------------  Trustee (Principal Executive
Robert S. Hekemian                          Officer)

/s/ Donald W. Barney
-------------------------------        Trustee                      May 28, 1999
Donald W. Barney

/s/ John B. Voskian, M.D.              Trustee                      May 28, 1999
-------------------------------
John B. Voskian, M.D.

                                      -7-
/s/ Herbert C. Klein,                  Trustee                      May 28, 1999
-------------------------------
Herbert C. Klein, Esq.

/s/ Charles J. Dodge                   Trustee                      May 28, 1999
-------------------------------
Charles J. Dodge

/s/ Ronald J. Artinian                 Trustee                      May 28, 1999
-------------------------------
Ronald J. Artinian

/s/ Alan L. Aufzien                    Trustee                      May 28, 1999
-------------------------------
Alan L. Aufzien

                                    Executive Secretary and
/s/ William R. DeLorenzo, Jr.    Treasurer (Principal Financial     May 28, 1999
-------------------------------     and Accounting Officer)
William R. DeLorenzo, Jr., Esq.

                                      -8-
EXHIBIT INDEX
Exhibit
Number                         Description
------                         -----------
5.           Opinion and Consent of Giordano, Halleran & Ciesla, P.C.

23.01        Consent of J.H. Cohn LLP

23.02        Consent of Giordano, Halleran & Ciesla, P.C.
             (filed with Exhibit 5).

24.          Power of attorney (filed with signature pages).